BOYD GAMING CORP — Director's Dealing 2010

May 13, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2010-05-12

Reporting Person: BOYD WILLIAM R (Director, Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-12	Common Stock	M	13724	$6.60	Acquired	1982681	Indirect
2010-05-12	Common Stock	S	8224	$13.06	Disposed	1974457	Indirect
2010-05-12	Common Stock	S	1748	$13.07	Disposed	1972709	Indirect
2010-05-12	Common Stock	S	3752	$13.08	Disposed	1968957	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-12	Employee Stock Option (Right to Buy)	$6.60	M	13724	Disposed	2018-11-04	Common Stock (13724)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32128	Indirect
Common Stock	35290	Direct

Footnotes

F1: By William R. Boyd Gaming PropertiesTrust, of which reporting person is Trustee, Settlor and Beneficiary.

F2: By the Sean William Johnson Education Trust (1997) of which William R. Boyd is Trustee.

F3: Options granted under Boyd Gaming Corporation 2002 Flexible Stock Option Plan. Vesting plan calls for options to become exercisable at the rate of 33.333% per year on the first day of each successive 12 month period commencing one year from grant date.