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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(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) 12/19/2008 (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) Code V Amount (A) or (D) Price Common Stock 12/19/2008   J   12,813 D $ 0 (1) 748,365 I By Limited Partnership * (2) Common Stock 12/19/2008   J   400 D $ 0 (3) 747,965 I By Limited Partnership * (2) Common Stock 12/19/2008   J   8,942 D $ 0 (4) 739,023 I By Limited Partnership * (2) Common Stock 12/19/2008   J   8,942 D $ 0 (5) 730,081 I By Limited Partnership * (2) Common Stock 12/19/2008   J   8,942 D $ 0 (6) 721,139 I By Limited Partnership * (2) Common Stock 12/19/2008   J   236,388 D $ 0 (7) 0 I By Annuity Trust * (8) Common Stock 12/19/2008   J   49,182 D $ 0 (9) 2,014,828 I By Limited Partnership * (10) Common Stock 12/19/2008   J   49,182 D $ 0 (11) 1,965,646 I By Limited Partnership * (10) Common Stock 12/19/2008   J   1,537 D $ 0 (12) 1,964,109 I By Limited Partnership * (10) Common Stock 12/19/2008   J   17,931 D $ 0 (13) 1,946,178 I By Limited Partnership * (10) Common Stock 12/19/2008   J   17,931 D $ 0 (14) 1,928,247 I By Limited Partnership * (10) Common Stock 12/19/2008   J   17,931 D $ 0 (15) 1,910,316 I By Limited Partnership * (10) Common Stock 12/19/2008   J   158,425 D $ 0 (16) 0 I By Annuity Trust * (17) Common Stock 12/19/2008   J   134,401 D $ 0 (18) 29,549 I By Annuity Trust * (19) Common Stock 12/19/2008   J   85,005 D $ 0 (20) 2,506,202 I By Limited Partnership * (21) Common Stock 12/19/2008   J   85,005 D $ 0 (22) 2,421,197 I By Limited Partnership * (21) Common Stock 12/19/2008   J   2,656 D $ 0 (23) 2,418,541 I By Limited Partnership * (21) Common Stock 12/19/2008   J   30,991 D $ 0 (24) 2,387,550 I By Limited Partnership * (21) Common Stock 12/19/2008   J   30,991 D $ 0 (25) 2,356,559 I By Limited Partnership * (21) Common Stock 12/19/2008   J   30,991 D $ 0 (26) 2,325,568 I By Limited Partnership * (21) Common Stock 12/19/2008   J   97,939 D $ 0 (27) 0 I By Annuity Trust * (28) Common Stock 12/19/2008   J   80,655 D $ 0 (29) 28,062 I By Annuity Trust * (30)

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	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		12/19/2008
**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)	Transfer of 12,813 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the W.M. Limited Partnership ("W.M.LP") of which The Marianne Boyd Gaming Properties Trust ("MBGPT") is the general partner, to the William S. Boyd Grantor Retained Annuity Trust 3 ("WSB 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.
(2)	By the W.M. LP, of which MBGPT, is the general partner thereof.
(3)	Transfer of 400 shares of Common Stock from the W.M.LP, of which MBGPT is the general partner, to W.S.B., Inc., a wholly owned corporation of William S. Boyd.
(4)	Transfer of 8,942 shares of Common Stock from the W.M.LP, of which MBGPT is the general partner, to The Samuel J. Boyd Gaming Properties Trust, of which Samuel J. Boyd is the Trustee, Settlor and Beneficiary.
(5)	Transfer of 8,942 shares of Common Stock from the W.M.LP, of which MBGPT is the general partner, to MBGPT. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.
(6)	Transfer of 8,942 shares of Common Stock from the W.M.LP, of which the MBGPT is the general partner, to The William R. Boyd Gaming Properties Trust, of which William R. Boyd is the Trustee, Settlor and Beneficiary.
(7)	Tranfser of 236,388 shares of Common Stock from WSB GRAT 3, of which the reporting person is the trustee, to William S. Boyd, the settlor of WSB GRAT 3. **
(8)	By the WSB GRAT 3, of which the reporting person is the trustee.
(9)	Transfer of 49,182 shares of Common Stock from the BG-99 Limited Partnership ("BG-99 LP") of which MBGPT is the general partner, to the BG-99 Grantor Retained Annuity Trust 2 ("BG-99 GRAT 2"), 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.
(10)	By the BG-99 LP, of which MBGPT, is the general partner thereof.
(11)	Transfer of 49,182 shares of Common Stock from the BG-99 LP, of which MBGPT is the general partner, to the BG-99 Grantor Retained Annuity Trust 3 ("BG-99 GRAT 3"), of which the reporting person is the trustee.
(12)	Transfer of 1,537 shares of Common Stock from the BG-99 LP, of which MBGPT is the general partner, to W.S.B., Inc., a wholly owned corporation of William S. Boyd.
(13)	Transfer of 17,931 shares of Common Stock from the BG-99 LP, of which MBGPT is the general partner, to The Samuel J. Boyd Gaming Properties Trust, of which Samuel J. Boyd is the Trustee, Settlor and Beneficiary.
(14)	Transfer of 17,931 shares of Common Stock from the BG-99 LP, of which MBGPT is the general partner, to MBGPT. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.
(15)	Transfer of 17,931 shares of Common Stock from the BG-99 LP, of which MBGPT is the general partner, to The William R. Boyd Gaming Properties Trust, of which William R.Boyd is the Trustee, Settlor and Beneficiary.
(16)	Transfer of 158,425 shares of Common Stock from BG-99 GRAT 2, of which the reporting person is the trustee, to William S. Boyd, the settlor of BG-99 GRAT 2. **
(17)	By the BG-99 GRAT 2, of which the reporting person is the trustee.
(18)	Transfer of 134,401 shares of Common Stock from BG-99 GRAT 3, of which the reporting person is the trustee, to William S. Boyd, the settlor of BG-99 GRAT 3. **
(19)	By the BG-99 GRAT 3, of which the reporting person is the trustee.
(20)	Transfer of 85,005 shares of Common Stock from the BG-00 Limited Partnership ("BG-00 LP") of which MBGPT is the general partner, to the BG-00 Grantor Retained Annuity Trust 2 ("BG-00 GRAT 2"), 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.
(21)	By the BG-00 LP, of which MBGPT, is the general partner thereof.
(22)	Transfer of 85,005 shares of Common Stock from the BG-00 LP of which MBGPT is the general partner, to the BG-00 Grantor Retained Annuity Trust 3 ("BG-00 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.
(23)	Transfer of 2,656 shares of Common Stock from the BG-00 LP, of which MBGPT is the general partner to W.S.B., Inc., a wholly owned corporation of William S. Boyd
(24)	Transfer of 30,991 shares of Common Stock from the BG-00 LP, of which MBGPT is the general partner, to The Samuel J. Boyd Gaming Properties Trust, of which Samuel J. Boyd is the Trustee, Settlor and Beneficiary.
(25)	Transfer of 30,991 shares of Common Stock from the BG-00 LP, of which MBGPT is the general partner, to MBGPT, of which said reporting person is the Trustee, Settlor and Beneficiary. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.
(26)	Transfer of 30,991 shares of Common Stock from the BG-00 LP, of which MBGPT is the general partner, to The William R. Boyd Gaming Properties Trust, of which William R. Boyd is the Trustee, Settlor and Beneficiary.
(27)	Transfer of 97,939 shares of Common Stock from BG-00 GRAT 2, of which the reporting person is the trustee, to William S. Boyd, the settlor of BG-00 GRAT 2. **
(28)	By the BG-00 GRAT 2, of which the reporting person is the trustee.
(29)	Transfer of 80,655 shares of Common Stock from BG-00 Grantor Retained Annuity Trust 3 ("BG-00 GRAT 3", of which the reporting person is the trustee, to William S. Boyd, the settlor of BG-00 GRAT 3. **
(30)	By the BG-00 GRAT 3, of which the reporting person is the trustee.
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, partnership or other entity which owns such securities.                                                                                                                                                                                                                                                                                        **  Each transfer by the Grantor Retained Annuity Trust is made pursuant to the provisions of the applicable trust agreement and the applicable provisions of the Internal Revenue Code of 1986, as amended.                                                                                                                                                                                                                                    The first of three Form 4s filed this date .

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.