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 S   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 Chairman & Director (Last) (First) (Middle) 3883 HOWARD HUGHES PARKWAY, NINTH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2011 (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 12/31/2011   J V 28,000 D $ 0 (1) 112,652 I By Corporation ** (2) Common Stock 12/31/2011   G V 37,551 D $ 0 (3) 75,101 I By Corporation * (2) Common Stock 12/31/2011   G V 37,551 D $ 0 (4) 37,550 I By Corporation * (2) Common Stock 12/31/2011   G V 37,550 D $ 0 (5) 0 I By Corporation * (2) Common Stock               18,696,232 I By Trust ** (6) Common Stock               542,205 I By Limited Partnership ** (7) Common Stock               153,117 I By Spouse ** Common Stock               91,937 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 S 3883 HOWARD HUGHES PARKWAY NINTH FLOOR LAS VEGAS, NV 89169	X	X	Executive Chairman & Director

Signatures

Brian A. Larson, Attorney-in-Fact for William S. Boyd		01/04/2012
**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)	Exempt transfer of 28,000 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the William S. Boyd Family Corporation ("Family Corporation") which is the reporting person's wholly owned corporation to W.S.B., Inc., ("WSB") which is another wholly owned corporation of the reporting person, by way of a merger of William S. Boyd Family Corporation into the W.S.B., Inc. effective December 31, 2011. The effect of the foregoing transaction was to change the reporting person's beneficial ownership from one form of indirect ownership to another.
(2)	By W.S.B., Inc., the reporting person's wholly owned corporation.
(3)	Gift from W.S.B of 37,551 shares of Common Stock to the Samuel Joseph Boyd Gaming Properties Trust, of which Samuel Joseph Boyd is the Trustee, Settlor and Beneficiary,
(4)	Gift from W.S.B. of 37, 551 shares of Common Stock to the William Richard Boyd Gaming Properties Trust, of which William Richard Boyd is the Trustee, Settlor and Beneficiary.
(5)	Gift from W.S.B. of 37,550 shares of Common Stock to the Marianne Boyd Gaming Properties Trust, of which Marianne E. Boyd is the Trustee, Settlor and Beneficiary, excluding shares held by BG-00 Limited Partnership,
(6)	By William S. Boyd Gaming Properties Trust, of which reporting person is the trustee, settlor and beneficiary.
(7)	By BG-09 Limited Partnership, of which each of WSBGPT and MBGPT are the general partners thereof.
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, including to the extent of the Reporting Person's pecuniary interest in a trust or other entity which owns such securities.

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