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: JOHNSON MARIANNE BOYD (Director, Vice Chairman and Executive VP, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-25	Common Stock	J	28933	—	Disposed	1256155	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1464401	Indirect
Common Stock	693809	Indirect
Common Stock	103925	Indirect
Common Stock	837252	Indirect
Common Stock	23197	Indirect
Common Stock	1772108	Indirect
Common Stock	91324	Indirect
Common Stock	130247	Indirect
Common Stock	32642	Indirect
Common Stock	32642	Indirect
Common Stock	31352	Indirect
Common Stock	32642	Indirect
Common Stock	32642	Indirect
Common Stock	31152	Indirect
Common Stock	17244	Indirect
Common Stock	722353	Indirect
Common Stock	2307438	Indirect
Common Stock	110354	Direct

Footnotes

F1: Transfer of 28,933 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the BG-01 Limited Partnership ("BG-01 LP") of which The Marianne Boyd Gaming Properties Trust ("MBGPT") is the general partner, to the BG-01 Grantor Retained Annuity Trust 3 ("BG-01 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. The reporting person is the trustee, settlor and beneficiary of MBGPT.

F2: By the BG-01 LP, of which MBGPT, is the general partner thereof.

F3: By the BG-99 LP, of which MBGPT, is the general partner thereof.

F4: By the BG-02 LP, of which MBGPT, is the general partner thereof.

F5: By the BG-02 GRAT 3, of which the reporting person is the trustee.

F6: By the BG-09 LP, of which MBGPT and WSBGPT are the general partners thereof.

F7: By the BG-09 GRAT 2, of which the reporting person is the trustee.

F8: By the Marianne Boyd Gaming Properties Trust, of which the reporting person is the Trustee, Settlor and Beneficiary.

F9: By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee.

F10: By the William R. Boyd and Myong Boyd Children's Trust dated 8/1/93, of which the reporting person is the Trustee.

F11: By the Aysia Lynn Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

F12: By the Taylor Joseph Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

F13: By the William Samuel Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

F14: By the Samuel Joseph Boyd, Jr. Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

F15: By the T'Mir Kathleen Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

F16: By the Josef William Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.

F17: By the Justin Boyd Education Trust, dated November 1, 1999, of which the Reporting Person is the trustee.

F18: By the WM LP, of which MBGPT, is the general partner thereof.

F19: By the BG-00 LP, of which MBGPT, is the general partner thereof.