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) 11/17/2011 (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 11/17/2011   J   96,266 A $ 0 (1) 1,768,374 I By Trust (2) Common Stock 11/17/2011   J   12,833 A $ 0 (3) 1,781,207 I By Trust (2) Common Stock               91,324 I By Trust * (4) Common Stock               130,247 I By Trust * (5) Common Stock               32,642 I By Trust * (6) Common Stock               32,642 I By Trust * (7) Common Stock               31,352 I By Trust * (8) Common Stock               32,642 I By Trust * (9) Common Stock               32,642 I By Trust * (10) Common Stock               31,152 I By Trust * (11) Common Stock               17,244 I By Trust * (12) Common Stock               722,353 I By Limited Partnership * (13) Common Stock               1,464,401 I By Limited Partnership * (14) Common Stock               2,307,438 I By Limited Partnership * (15) Common Stock               1,256,155 I By Limited Partnership * (16) Common Stock               262,768 I By Limited Partnership * (17) Common Stock               542,205 I By Limited Partnership * (18) Common Stock               57,807 I By Annuity Trust * (19) Common Stock               0 I By Annuity Trust * (20) Common Stock               105,009 D

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		11/17/2011
**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 96,266 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the BTG-02 LP") to the Marianne Johnson Gaming Trust, of which the reporting person is the Trustee, Settlor and Beneficiary.
(2)	By the Marianne Boyd Gaming Properties Trust (MBGPT), excluding shares held by W.M. Limited Partnership, BG-99 Limited Partnership, BG-00 Limited Partnership, BG-01 Limited Partnership, BG-02 Limited Partnership and BG-09 Limited Partnership.
(3)	Distribution of 12,833 shares of Common Stock of Boyd Gaming Corporation ("Common Stock") from the BTG-09 LP") to the Marianne Johnson Gaming Trust, of which the reporting person is the Trustee, Settlor and Beneficiary.
(4)	By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee.
(5)	William R. Boyd and Myong Boyd Children's Trust dated August 1, 1993, of which the Reporting Person is the trustee.
(6)	By the Aysia Lynn Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.
(7)	By the Taylor Joseph Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.
(8)	By the William Samuel Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.
(9)	By the Samuel Joseph Boyd, Jr. Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.
(10)	By the T'Mir Kathleen Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.
(11)	By the Josef William Boyd Education Trust, dated July 1, 1997, of which the Reporting Person is the trustee.
(12)	By the Justin Boyd Education Trust, dated November 1, 1999, of which the Reporting Person is the trustee.
(13)	By the W.M. Limited Partnership, of which Marianne Boyd Gaming Properties Trust ("MBGPT"), is the general partner thereof.
(14)	By BG-99 Limited Partnership, of which MBGPT, is the general partner thereof.
(15)	By BG-00 Limited Partnership, of which MBGPT, is the general partner thereof.
(16)	By BG-01 Limited Partnership, of which MBGPT, is the general partner thereof.
(17)	By BG-02 Limited Partnership, of which MBGPT, is the general partner thereof.
(18)	By BG-09 Limited Partnership, of which each of the William S. Boyd Gaming Properties Trust ("WSBGPT") and the Marianne Boyd Gaming Properties Trust ("MBGPT") are the general partners thereof.
(19)	By the BG-09 Grantor Retained Annuity Trust 2 ("BG-09 GRAT 2"), of which the reporting person is the trustee.
(20)	By the BG-02 Grantor Retained Annuity Trust 3 ("BG-02 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.    This is the second of two 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.