BOYD GAMING CORP — Director's Dealing 2010

Jan 27, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2010-01-25

Reporting Person: JOHNSON MARIANNE BOYD (Director, Executive Vice President, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-25	Common Stock	J	75596	—	Disposed	1381157	Indirect
2010-01-25	Common Stock	J	75596	—	Disposed	1305561	Indirect
2010-01-25	Common Stock	J	2362	—	Disposed	1303199	Indirect
2010-01-25	Common Stock	J	2362	—	Disposed	1300837	Indirect
2010-01-25	Common Stock	J	2362	—	Disposed	1298475	Indirect
2010-01-25	Common Stock	J	2362	—	Disposed	1296113	Indirect
2010-01-25	Common Stock	J	75596	—	Disposed	0	Indirect
2010-01-25	Common Stock	J	141173	—	Disposed	6491	Indirect
2010-01-25	Common Stock	J	135727	—	Disposed	73306	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1774625	Indirect
Common Stock	91324	Indirect
Common Stock	130247	Indirect
Common Stock	31529	Indirect
Common Stock	31529	Indirect
Common Stock	30239	Indirect
Common Stock	31529	Indirect
Common Stock	31529	Indirect
Common Stock	30039	Indirect
Common Stock	16131	Indirect
Common Stock	1035000	Indirect
Common Stock	90144	Direct

Footnotes

F1: Transfer of 75,596 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the BG-02 Limited Partnership ("BG-02 LP") of which The Marianne Boyd Gaming Properties Trust ("MBGPT") is the general partner, to the BG-02 Grantor Retained Annuity Trust 2 ("BG-02 GRAT 2"), of which the reporting person is the trustee. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another. The reporting person is the trustee, settlor and beneficiary of MBGPT.

F2: By the BG-02 LP, of which MBGPT, is the general partner thereof.

F3: Transfer of 75,596 shares of Common Stock from BG-02 LP to the BG-02 Grantor Retained Annuity Trust 3 ("BG-02 GRAT 3"), of which the reporting person is the trustee. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

F4: Transfer of 2,362 shares of Common Stock from the BG-02 LP to W.S.B., Inc., a wholly owned corporation of William S. Boyd.

F5: Transfer of 2,362 shares of Common Stock from the BG-02 LP to The Samuel J. Boyd Gaming Properties Trust, of which Samuel J. Boyd is the Trustee, Settlor and Beneficiary.

F6: Transfer of 2,362 shares of Common Stock from the BG-02 LP to MBGPT. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.

F7: Transfer of 2,362 shares of Common Stock from the BG-02 LP to The William R. Boyd Gaming Properties Trust, of which William R.Boyd is the Trustee, Settlor and Beneficiary.

F8: Transfer of 75,596 shares of Common Stock from BG-02 GRAT 1 to William S. Boyd, the settlor of BG-02 GRAT 1. **

F9: By the BG-02 GRAT 1, of which the reporting person is the trustee.

F10: Transfer of 141,173 shares of Common Stock from BG-02 GRAT 2 to William S. Boyd, the settlor of BG-02 GRAT 2. **

F11: By the BG-02 GRAT 2, of which the reporting person is the trustee.

F12: Transfer of 135,727 shares of Common Stock from BG-02 GRAT 3 to William S. Boyd, the settlor of BG-02 GRAT 3. **

F13: By the BG-02 GRAT 3, of which the reporting person is the trustee.

F14: By the MBGPT, excluding shares held by W.M. Limited Partnership, BG-99 Limited Partnership, BG-00 Limited Partnership, BG-01 Limited Partnership, BG-02 Limited Partnership and BG-09 Limited Partnership.

F15: By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee.

F16: By the William R. Boyd and Myong Boyd Children's Trust dated 8/1/93, of which the reporting person is the Trustee.

F17: By the Aysia Lynn Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

F18: By the Taylor Joseph Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

F19: By the William Samuel Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

F20: By the Samuel Joseph Boyd, Jr. Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

F21: By the T'Mir Kathleen Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

F22: By the Josef William Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

F23: By the Justin Boyd Education Trust, dated November 1, 1999, of which the Reporting Person is the trustee.

F24: By BG-09 Limited Partnership, of which each of the William S. Boyd Gaming Properties Trust ("WSBGPT") and the Marianne Boyd Gaming Properties Trust ("MBGPT") are the general partners thereof.