BOYD GAMING CORP — Director's Dealing 2012

Jan 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOYD GAMING CORP (BYD)
CIK: 0000906553
Period of Report: 2012-01-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-18	Common Stock	G	1778	—	Acquired	34420	Indirect
2012-01-18	Common Stock	G	1778	—	Acquired	34420	Indirect
2012-01-18	Common Stock	G	1778	—	Acquired	33130	Indirect
2012-01-18	Common Stock	G	1778	—	Acquired	34420	Indirect
2012-01-18	Common Stock	G	1778	—	Acquired	34420	Indirect
2012-01-18	Common Stock	G	1778	—	Acquired	32930	Indirect
2012-01-18	Common Stock	G	1778	—	Acquired	19022	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	91324	Indirect
Common Stock	130247	Indirect
Common Stock	6013115	Indirect
Common Stock	542205	Indirect
Common Stock	57807	Indirect
Common Stock	1833622	Indirect
Common Stock	118715	Direct

Footnotes

F1: Gift received from the William S. Boyd Gaming Properties Trust, William S. Boyd, Trustee, Settlor and Beneficiary.

F2: By Marianne Boyd Johnson as Trustee of the Aysia Lynn Boyd Education Trust Dated 7/1/97.

F3: By Marianne Boyd Johnson as Trustee of the Taylor Joseph Boyd Education Trust Dated 7/1/97.

F4: By Marianne Boyd Johnson as Trustee of the William Samuel Boyd Education Trust Dated 7/1/97.

F5: By Marianne Boyd Johnson as Trustee of the Samuel Joseph Boyd, Jr. Education Trust Dated 7/1/97.

F6: By Marianne Boyd Johnson as Trustee of the T'Mir Kathleen Boyd Education Trust Dated 7/1/97.

F7: By Marianne Boyd Johnson as Trustee of the Josef William Boyd Education Trust Dated 7/1/97.

F8: By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99.

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

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

F11: By BG-00 Limited Partnership, of which the Marianne Boyd Gaming Properties Trust, of which the reporting person is the trustee, settlor and beneficiary, is the general partner thereof.

F12: 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.

F13: By BG-09 Grantor Retained Annuity Trust #2, of which the reporting person is the trustee.

F14: By the Marianne E. Boyd Johnson Gaming PropertiesTrust, of which the reporting person is the Trustee, Settlor and Beneficiary, excluding shares held by BG-00 Limited Partnership, BG-09 Limited Partnership which are included in notes (11) and (12) hereof.