BOYD GAMING CORP — Director's Dealing 2011

Mar 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2011-02-25

Reporting Person: BOYD WILLIAM S (Director, Executive Chairman & Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-25	Common Stock	J	28933	—	Acquired	18210846	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	77392	Indirect
Common Stock	28000	Indirect
Common Stock	837252	Indirect
Common Stock	153117	Indirect
Common Stock	73620	Direct

Footnotes

F1: Distribution to reporting person of 28,933 shares of Common Stock from the BG-01 Grantor Retained Annuity Trust 3 ("BG-99 GRAT 3") of which reporting person is settlor and Marianne Boyd Johnson is the trustee. On the same date, reporting person transferred the 28,933 shares of Common Stock to the William S. Boyd Gaming Properties Trust ("WSBGPT"), of which the reporting person is the trustee, settlor and beneficiary.*

F2: By WSBGPT.

F3: By W.S.B., Inc., the reporting person's wholly owned corporation.

F4: By William S. Boyd Family Corporation, the reporting person's wholly owned corporation.

F5: By BG-09 Limited Partnership, of which each of WSBGPT and MBGPT are the general partners thereof.