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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January 31, 2005

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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)
Senior Vice President

(Last)

(First)

(Middle)

2950 INDUSTRIAL ROAD

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2006

(Street)

LAS VEGAS, NV 89109

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	11/21/2006		J		23,315	D	$ 0 ⁽¹⁾	206,493	I	By Trust * ⁽³⁾
Common Stock	11/21/2006		J		18,982	D	$ 0 ⁽²⁾	243,572	I	By Trust * ⁽⁴⁾
Common Stock								109,243	I	By Annuity Trust * ⁽⁵⁾
Common Stock								114,768	I	By Annuity Trust * ⁽⁶⁾
Common Stock								12,934	I	By Annuity Trust * ⁽⁷⁾
Common Stock								23,712	I	By Annuity Trust * ⁽⁸⁾
Common Stock								12,801	I	By Annuity Trust * ⁽⁹⁾
Common Stock								22,545	I	By Annuity Trust * ⁽¹⁰⁾
Common Stock								9,920	I	By Annuity Trust * ⁽¹¹⁾
Common Stock								17,421	I	By Annuity Trust * ⁽¹²⁾
Common Stock								761,178	I	By Annuity Trust * ⁽¹³⁾
Common Stock								2,064,010	I	By Annuity Trust * ⁽¹⁴⁾
Common Stock								2,591,207	I	By Annuity Trust * ⁽¹⁵⁾
Common Stock								2,608,686	I	By Annuity Trust * ⁽¹⁶⁾
Common Stock								2,664,178	I	By Annuity Trust * ⁽¹⁷⁾
Common Stock								1,788,117	I	By Trust ⁽¹⁸⁾
Common Stock								27,090	I	By Trust * ⁽¹⁹⁾
Common Stock								27,090	I	By Trust * ⁽²⁰⁾
Common Stock								25,800	I	By Trust * ⁽²¹⁾
Common Stock								27,090	I	By Trust * ⁽²²⁾
Common Stock								27,090	I	By Trust * ⁽²³⁾
Common Stock								25,600	I	By Trust * ⁽²⁴⁾
Common Stock								11,692	I	By Trust * ⁽²⁵⁾
Common Stock								91,324	I	By Trust * ⁽²⁶⁾
Common Stock								26,629	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JOHNSON MARIANNE BOYD 2950 INDUSTRIAL ROAD LAS VEGAS, NV 89109	X	X	Senior Vice President

Signatures

Brian A. Larson, Attorney-in-Fact for Marianne Boyd Johnson		11/24/2006
^**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)	Distribution of 23,315 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the William S. Boyd Grantor Retained Annuity Trust #2 ("WSB GRAT #2"), of which the reporting person is trustee, to William S. Boyd, the settlor of WSB GRAT #2. **
(2)	Distribution of 18,982 shares of Common Stock from the William S. Boyd Grantor Retained Annuity Trust #3 ("WSB GRAT #3"), of which the reporting person is trustee, to William S. Boyd, the settlor of WSB GRAT #3. **
(3)	By WSB GRAT #2, of which the reporting person is the trustee.
(4)	By WSB GRAT #3, of which the reporting person is the trustee.
(5)	By BG-99 Grantor Retained Annuity Trust #2, of which the reporting person is the trustee.
(6)	By BG-99 Grantor Retained Annuity Trust #3, of which the reporting person is the trustee.
(7)	By BG-00 Grantor Retained Annuity Trust #2, of which the reporting person is the trustee.
(8)	By BG-00 Grantor Retained Annuity Trust #3, of which the reporting person is the trustee.
(9)	By BG-01 Grantor Retained Annuity Trust #2, of which the reporting person is the trustee.
(10)	By BG-01 Grantor Retained Annuity Trust #3, of which the reporting person is the trustee.
(11)	By BG-02 Grantor Retained Annuity Trust #2, of which the reporting person is the trustee.
(12)	By BG-02 Grantor Retained Annuity Trust #3, of which the reporting person is the trustee.
(13)	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.
(14)	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.
(15)	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.
(16)	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.
(17)	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.
(18)	By the Marianne Boyd 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 (13) through (17) hereof.
(19)	By Marianne Boyd Johnson as Trustee of the Aysia Lynn Boyd Education Trust Dated 7/1/97.
(20)	By Marianne Boyd Johnson as Trustee of the Taylor Joseph Boyd Education Trust Dated 7/1/97.
(21)	By Marianne Boyd Johnson as Trustee of the William Samuel Boyd Education Trust Dated 7/1/97.
(22)	By Marianne Boyd Johnson as Trustee of the Samuel Joseph Boyd, Jr. Education Trust Dated 7/1/97.
(23)	By Marianne Boyd Johnson as Trustee of the T'Mir Kathleen Boyd Education Trust Dated 7/1/97.
(24)	By Marianne Boyd Johnson as Trustee of the Josef William Boyd Education Trust Dated 7/1/97.
(25)	By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99.
(26)	By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, 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 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.

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