Form 4/A BOYD GAMING CORP For: Oct 15 Filed by: JOHNSON MARIANNE BOYD (10K)

FORM 4/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

JOHNSON MARIANNE BOYD

(Last)

(First)

(Middle)

3883 HOWARD HUGHES PARKWAY, NINTH FLOOR

(Street)

LAS VEGAS

89169

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/19/2009

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	10/15/2009		J		45,000	A	$ 0 ⁽¹⁾ ⁽²⁾	45,000	I	By Limited Partnership * ⁽³⁾
Common Stock	10/19/2009		J		945,000	A	$ 0 ⁽¹⁾ ⁽²⁾	1,035,000	I	By Limited Partnership * ⁽³⁾
Common Stock								1,731,288	I	By Trust ⁽⁴⁾
Common Stock								722,353	I	By Limited Partnership * ⁽⁵⁾
Common Stock								1,907,138	I	By Limited Partnership * ⁽⁶⁾
Common Stock								2,339,618	I	By Limited Partnership * ⁽⁷⁾
Common Stock								1,675,532	I	By Limited Partnership * ⁽⁸⁾
Common Stock								1,552,049	I	By Limited Partnership * ⁽⁹⁾
Common Stock								53,904	I	By Annuity * ⁽¹⁰⁾
Common Stock								108,340	I	By Annuity * ⁽¹¹⁾
Common Stock								30,582	I	By Annuity * ⁽¹²⁾
Common Stock								32,613	I	By Annuity * ⁽¹³⁾
Common Stock								62,218	I	By Annuity * ⁽¹⁴⁾
Common Stock								123,587	I	By Annuity * ⁽¹⁵⁾
Common Stock								30,011	I	By Trust * ⁽¹⁶⁾
Common Stock								30,011	I	By Trust * ⁽¹⁷⁾
Common Stock								28,721	I	By Trust * ⁽¹⁸⁾
Common Stock								30,011	I	By Trust * ⁽¹⁹⁾
Common Stock								30,011	I	By Trust * ⁽²⁰⁾
Common Stock								28,521	I	By Trust * ⁽²¹⁾
Common Stock								14,613	I	By Trust * ⁽²²⁾
Common Stock								91,324	I	By Trust * ⁽²³⁾
Common Stock								130,247	I	By Trust * ⁽²⁴⁾
Common Stock								69,934	D

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

Explanation of Responses:
1. The reporting person, her father and her brothers formed a family limited partnership, BG-09 Limited Partnership ("BG-09"). Entities controlled by the reporting person, her father and her brothers are the limited partners of BG-09, and each of the William S. Boyd Gaming Properties Trust ("WSBGPT") and the Marianne Boyd Gaming Properties Trust ("MBGPT") are the general partners of BG-09. In connection with the formation of BG-09: (A) On October 19, 2009 WSBGPT contributed 900,000 shares of Boyd Gaming Common Stock and received an 84% limited partnership interest and a 1% general partnership interest, and The William R. Boyd Gaming Properties Trust contributed 45,000 shares of Boyd Gaming Common Stock and received a 5% limited partnership interest; and (B) On October 15, 2009 The Samuel J. Boyd Gaming Properties Trust contributed 45,000 shares of Boyd Gaming Common Stock and received a 5% limited partnership interest. Continued on Footnote 2.
2. In addition, in connection with the formation of BG-09, on October 19, 2009 MBGPT contributed 45,000 shares of Boyd Gaming Common Stock to BG-09 and received a 4% limited partnership interest and a 1% general partnership interest. The effect of the contribution of the 45,000 shares of Boyd Gaming Common Stock to BG-09 by MBGPT was a change in one form of indirect beneficial ownership by the reporting person to another form of indirect beneficial ownership by the reporting person. Marianne Boyd Johnson is the trustee, settlor and beneficiary of MBGPT. *
3. By BG-09 Limited Partnership
4. By the Marianne E. Boyd Gaming Properties Trust, 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.
5. By the W.M. Limited Partnership
6. By the BG-99 Limited Partnership
7. By BG-00 Limited Partnership
8. By BG-01 Limited Partnership
9. By BG-02 Limited Partnership
10. By the BG-01 Grantor Retained Annuity Trust 2 ("BG-01 GRAT 2"), of which the reporting person is the trustee.
11. By the BG-01 Grantor Retained Annuity Trust 3 ("BG-01 GRAT 3"), of which the reporting person is the trustee.
12. By the BG-99 Grantor Retained Annuity Trust 3 ("BG-99 GRAT 3"), of which the reporting person is the trustee.
13. By the BG-00 Grantor Retained Annuity Trust 3 ("BG-00 GRAT 3"), of which the reporting person is the trustee.
14. By the BG-02 Grantor Retained Annuity Trust 2 ("BG-02 GRAT 2"), of which the reporting person is the trustee.
15. By the BG-02 Grantor Retained Annuity Trust 3 ("BG-02 GRAT 3"), of which the reporting person is the trustee.
16. By the Aysia Lynn Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.
17. By the Taylor Joseph Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.
18. By the William Samuel Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.
19. By the Samuel Joseph Boyd, Jr. Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.
20. By the T'Mir Kathleen Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.
21. By the Josef William Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.
22. By the Justin Boyd Education Trust, dated November 1, 1999, of which the Reporting Person is the trustee.
23. By the Johnson Children's Trust, dated June 24, 1996, Bruno Mark, trustee.
24. William R. Boyd and Myong Boyd Children's Trust dated August 1, 1993, of which the Reporting Person is the trustee.
Remarks: * The reporting person expressly disclaims beneficial ownership of any securities of the Issuer except to the extent of the reporting person's pecuniary interest in a trust, partnership or other entity which owns such securities.

	Brian A. Larson, Attorney-in-Fact for Marianne Boyd Johnson	10/19/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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