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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(Print or Type Responses)

1. Name and Address of Reporting Person * BOYD WILLIAM R   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 _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) 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   17,931 A (1) 1,922,024 I By Trust (2) Common Stock 12/19/2008   J   8,942 A (3) 1,930,966 I By Trust (2) Common Stock 12/19/2008   J   30,991 A (4) 1,961,957 I By Trust (2) Common Stock 12/19/2008   J   8,557 A (5) 1,970,514 I By Trust (2) Common Stock 12/19/2008   J   11,106 A (6) 1,981,620 I By Trust (2) Common Stock               28,307 I By Trust * (7) Comon Stock               25,980 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

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
BOYD WILLIAM R 3883 HOWARD HUGHES PARKWAY NINTH FLOOR LAS VEGAS, NV 89169	X		Vice President

Signatures

Brian A. Larson, Attorney-in-Fact for William R. Boyd		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)	Distribution of 17,931 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the BG-99 Limited Partnership ("BG-99 LP") to the William R. Boyd Gaming Properties Trust, of which the reporting person is the Trustee, Settlor and Beneficiary.
(2)	By William R. Boyd Gaming Properties Trust, of which reporting person is Trustee, Settlor and Beneficiary.
(3)	Distribution of 8,942 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the W.M. Limited Partnership (W.M. LP") to the William R. Boyd Gaming Properties Trust, of which the reporting person is the Trustee, Settlor and Beneficiary.
(4)	Distribution of 30,991 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the BG-00 Limited Partnership (BG-00 LP") to the William R. Boyd Gaming Properties Trust, of which the reporting person is the Trustee, Settlor and Beneficiary.
(5)	Distribution of 8,557 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the BG-01 Limited Partnership (BG-01 LP") to the William R. Boyd Gaming Properties Trust, of which the reporting person is the Trustee, Settlor and Beneficiary.
(6)	Distribution of 11,106 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the BG-02 Limited Partnership (W.M. LP") to the William R. Boyd Gaming Properties Trust, of which the reporting person is the Trustee, Settlor and Beneficiary.
(7)	By the Sean William Johnson Education Trust (1997) of which William R. Boyd is 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.

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