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 * 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 _____ 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) 05/19/2005 (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) Code V Amount (A) or (D) Price Common Stock 05/19/2005   M   33,333 A $ 14.23 59,962 D   Common Stock 05/19/2005   S   27,300 D $ 55 32,662 D   Common Stock 05/19/2005   S   3,800 D $ 55.01 28,862 D   Common Stock 05/19/2005   S   500 D $ 55.04 28,362 D   Common Stock 05/19/2005   S   1,733 D $ 55.17 26,629 D   Common Stock               1,788,117 I By Trust (1) Common Stock               26,861 I By Trust * (2) Common Stock               26,861 I By Trust * (3) Common Stock               25,571 I By Trust * (4) Common Stock               26,861 I By Trust * (5) Common Stock               26,861 I By Trust * (6) Common Stock               25,371 I By Trust * (7) Common Stock               11,463 I By Trust * (5) (8) Common Stock               91,324 I By Trust * (9)

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

Employee Stock Option (Right to Buy)

$ 14.23

05/19/2005

M

33,333

(10)

05/15/2013

Common Stock

33,333

$ 0

33,333

D

Reporting Owners

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

Signatures

Brian A. Larson, Attorney-in-Fact for Marianne Boyd Johnson		05/20/2005
**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)	By the Marianne E. Boyd Johnson Gaming PropertiesTrust, of which the reporting person is the Trustee, Settlor and Beneficiary.
(2)	By Marianne Boyd Johnson as Trustee of the Aysia Lynn Boyd Education Trust Dated 7/1/97.
(3)	By Marianne Boyd Johnson as Trustee of the Taylor Joseph Boyd Education Trust Dated 7/1/97.
(4)	By Marianne Boyd Johnson as Trustee of the William Samuel Boyd Education Trust Dated 7/1/97.
(5)	By Marianne Boyd Johnson as Trustee of the Samuel Joseph Boyd, Jr. Education Trust Dated 7/1/97.
(6)	By Marianne Boyd Johnson as Trustee of the T'Mir Elizabeth Boyd Education Trust Dated 7/1/97.
(7)	By Marianne Boyd Johnson as Trustee of the Josef William Boyd Education Trust Dated 7/1/97.
(8)	By Marianne Boyd Johnson as Trustee of the Justin Boyd Education Trust Dated 11/1/99.
(9)	By the Johnson Children's Trust Dated 6/24/96, Bruno Mark, Trustee.
(10)	Options granted under BGC 2002 Flexible Stock Option Plan. Vesting Plan calls for options to become exercisable at the rate of 33.333% per year on the first day of each successive 12 month period commencing one year from grant date.
Remarks: *  Reporting person disclaims any beneficial ownership in these shares.

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