Edgar Filing: BOYD GAMING CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

JOHNSON MARIANNE BOYD

2. Issuer Name and Ticker or Trading Symbol
BOYD GAMING CORP [BYD]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Vice President

(Last)

(First)

(Middle)

3883 HOWARD HUGHES PARKWAY, NINTH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2008

(Street)

LAS VEGAS, NV 89169

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/04/2008		A		20,210 ⁽¹⁾	A	$ 0 ⁽¹⁾	69,934	D
Common Stock								27,708	I	By Trust * ⁽²⁾
Common Stock								27,708	I	By Trust * ⁽³⁾
Common Stock								26,418	I	By Trust * ⁽⁴⁾
Common Stock								27,708	I	By Trust * ⁽⁵⁾
Common Stock								27,708	I	By Trust * ⁽⁶⁾
Common Stock								26,218	I	By Trust * ⁽⁷⁾
Common Stock								12,310	I	By Trust * ⁽⁸⁾
Common Stock								91,324	I	By Trust * ⁽⁹⁾
Common Stock								130,247	I	By Trust * ⁽¹⁰⁾
Common Stock								223,575	I	By Annuity Trust * ⁽¹¹⁾
Common Stock								109,243	I	By Annuity Trust * ⁽¹²⁾
Common Stock								114,768	I	By Annuity Trust * ⁽¹³⁾
Common Stock								12,934	I	By Annuity Trust * ⁽¹⁴⁾
Common Stock								23,712	I	By Annuity Trust * ⁽¹⁵⁾
Common Stock								3,920	I	By Annuity Trust * ⁽¹⁶⁾
Common Stock								17,005	I	By Annuity Trust * ⁽¹⁷⁾
Common Stock								761,178	I	By Annuity Trust * ⁽¹⁸⁾
Common Stock								2,064,010	I	By Annuity Trust * ⁽¹⁹⁾
Common Stock								2,591,207	I	By Annuity Trust * ⁽²⁰⁾
Common Stock								2,608,686	I	By Annuity Trust * ⁽²¹⁾
Common Stock								2,664,178	I	By Annuity Trust * ⁽²²⁾
Common Stock								1,698,761	I	By Trust ⁽²³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 6.6

11/04/2008

89,360

⁽²⁴⁾

11/04/2018

Common Stock

89,360

$ 0

89,360

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JOHNSON MARIANNE BOYD 3883 HOWARD HUGHES PARKWAY NINTH FLOOR LAS VEGAS, NV 89169	X	X	Executive Vice President

Signatures

Brian A. Larson, Attorney-in-Fact for Marianne Boyd Johnson		11/04/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Reporting Person was awarded 20,210 Restricted Stock Units for no consideration pursuant to the Issuer's 2002 Stock Incentive Plan. Each Restricted Stock Unit represents a contingent right to receive one share of Issuer common stock upon vesting. The Restricted Stock Units will vest in full upon the third anniversary of the date of award. The Restricted Stock Units are subject to the forfeiture and other terms and conditions contained in the award agreement and the 2002 Stock Incentive Plan.
(2)	By Marianne Boyd Johnson as Trustee of the Aysia Lynn Boyd Education Trust Dated 7/1/97.
(3)	By Marianne Boyd Johnson as Trustee of the Taylor Joseph Boyd Education Trust Dated 7/1/97.
(4)	By Marianne Boyd Johnson as Trustee of the William Samuel Boyd Education Trust Dated 7/1/97.
(5)	By Marianne Boyd Johnson as Trustee of the Samuel Joseph Boyd, Jr. Education Trust Dated 7/1/97.
(6)	By Marianne Boyd Johnson as Trustee of the T'Mir Kathleen Boyd Education Trust Dated 7/1/97.
(7)	By Marianne Boyd Johnson as Trustee of the Josef William Boyd Education Trust Dated 7/1/97.
(8)	By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99.
(9)	By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee.
(10)	By William R. Boyd and Myong Boyd Children's Trust dated 8/1/93, of which the reporting person is the trustee.
(11)	By William S. Boyd Grantor Retained Annuity Trust #3, of which the reporting person is the trustee.
(12)	By BG-99 Grantor Retained Annuity Trust #2, of which the reporting person is the trustee.
(13)	By BG-99 Grantor Retained Annuity Trust #3, of which the reporting person is the trustee.
(14)	By BG-00 Grantor Retained Annuity Trust #2, of which the reporting person is the trustee.
(15)	By BG-00 Grantor Retained Annuity Trust #3, of which the reporting person is the trustee.
(16)	By BG-01 Grantor Retained Annuity Trust #2, of which the reporting person is the trustee.
(17)	By BG-01 Grantor Retained Annuity Trust #3, of which the reporting person is the trustee.
(18)	By W.M. 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.
(19)	By BG-99 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.
(20)	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.
(21)	By BG-01 Limited Partnership, of which the Marianne Boyd Gaming PropertiesTrust, of which the reporting person is the trustee, settlor and beneficiary, is the general partner thereof.
(22)	By BG-02 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.
(23)	By the Marianne E. Boyd Johnson Gaming PropertiesTrust, of which the reporting person is the Trustee, Settlor and Beneficiary, excluding shares held by W.M. Limited Partnership, BG-99 Limited Partnership, BG-00 Limited Partnership, BG-01 Limited Partnership and BG-02 Limited Partnership, which are included in notes (18) through (22) hereof.
(24)	Options granted under the Issuer's 2002 Stock Incentive 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.
Remarks: * The reporting person expressly disclaims beneficial ownership of any securities of the Issuer except for those securities that are owned directly by the Reporting Person or to the extent of the Reporting Person's pecuniary interest in a trust or other entity which owns such securities.

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