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 * 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) Chief Executive Officer (Last) (First) (Middle) 2950 INDUSTRIAL ROAD 3. Date of Earliest Transaction (Month/Day/Year) 12/20/2004 (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 12/20/2004   G V 204,624 D (19) 14,132,019 I Trust (1) Common Stock               34,245 I Corporation (2) Common Stock               28,000 I Corporation (3) Common Stock               761,178 I Limited Partnership (4) Common Stock               2,064,010 I Limited Partnership (5) Common Stock               2,591,207 I Limited Partnership (6) Common Stock               229,808 I Annuity Trust (7) Common Stock               262,554 I Annuity Trust (8) Common Stock               109,243 I Annuity Trust (9) Common Stock               114,768 I Annuity Trust (10) Common Stock               12,934 I Annuity Trust (11) Common Stock               23,712 I Annuity Trust (12) Common Stock               2,608,686 I Limited Partnership (13) Common Stock               2,664,178 I Limited Partnership (14) Common Stock               12,801 I Annuity Trust (15) Common Stock               22,545 I Annuity Trust (16) Common Stock               9,920 I Annuity Trust (17) Common Stock               17,421 I Annuity Trust (18)

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
BOYD WILLIAM S 2950 INDUSTRIAL ROAD LAS VEGAS, NV 89109	X	X	Chief Executive Officer

Signatures

William S. Boyd		12/20/2004
**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 William S. Boyd Gaming Properties Trust, of which reporting person is the trustee, settlor and beneficiary.
(2)	By W.S.B., Inc., the reporting person's wholly owned corporation.
(3)	By William S. Boyd Family Corporation, the reporting person's wholly owned corporation.
(4)	By W.M. Limited Partnership, of which W.S.B., Inc. is general partner.
(5)	By BG-99 Limited Partnership, of which W.S.B., Inc. is general partner.
(6)	By BG-00 Limited Partnership, of which W.S.B., Inc. is general partner.
(7)	By William S. Boyd Retained Annuity Trust #2, of which the reporting person is the grantor and trustee.
(8)	By William S. Boyd Retained Annuity Trust #3, of which the reporting person is the grantor and trustee.
(9)	By BG-99 Retained Annuity Trust #2, of which the reporting person is the grantor and trustee.
(10)	By BG-99 Retained Annuity Trust #3, of which the reporting person is the grantor and trustee.
(11)	By BG-00 Retained Annuity Trust #2, of which the reporting person is the grantor and trustee.
(12)	By BG-00 Retained Annuity Trust #3, of which the reporting person is the grantor and trustee.
(13)	By BG-01 Limited Partnership, of which W.S.B., Inc. is general partner.
(14)	By BG-02 Limited Partnership, of which W.S.B., Inc. is general partner.
(15)	By BG-01 Retained Annuity Trust #2, of which the reporting person is the grantor and trustee.
(16)	By BG-01 Retained Annuity Trust #3, of which the reporting person is the grantor and trustee.
(17)	By BG-02 Retained Annuity Trust #2, of which the reporting person is the grantor and trustee.
(18)	By BG-02 Retained Annuity Trust #3, of which the reporting person is the grantor and trustee.
(19)	Bona fide gift

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.