FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person *

Bailey John Robert

2. Date of Event Requiring Statement (Month/Day/Year)

01/19/2015

3. Issuer Name and Ticker or Trading Symbol

BOYD GAMING CORP [BYD]
(Last)
(First)
(Middle)


3883 HOWARD HUGHES PARKWAY, NINTH FLOOR

4. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

5. If Amendment, Date Original Filed (Month/Day/Year)

(Street)

LAS VEGAS, NV 89169
(City)
(State)
(Zip)

6. Individual or Joint/Group Filing

(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)

2. Amount of Securities Beneficially Owned (Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)

4. Nature of Indirect Beneficial Ownership (Instr. 5)



Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)

2. Date Exercisable and Expiration Date (Month/Day/Year)

3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)

4. Conversion or Exercise Price of Derivative Security

5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)

6. Nature of Indirect Beneficial Ownership (Instr. 5)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares



Remarks:

No securities are beneficially owned. Exhibit List: Exhibit 24 - Power of Attorney



Signatures

/s/ John Robert Bailey

01/28/2015
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY
	Know all by these presents, that the undersigned hereby constitutes and
appoints Brian A. Larson or Keith Smith, signing singly, as the undersigned's
true and lawful attorney-in-fact, with full power and authority as hereinafter
described to:

	(1) prepare, execute, deliver and file for and on behalf of the undersigned, in
the undersigned's capacity as an officer and/or director of Boyd Gaming
Corporation (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934 and the rules there under as amended from
time to time (the "Exchange Act");

	(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or
5,including any electronic filing thereof, complete and execute any amendment or
amendments thereto, and timely file such form with the United States Securities
and Exchange Commission and any stock exchange or similar authority; and

	(3) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and

	(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
hereby granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the responsibility to file the Forms
3, 4 and 5 are the responsibility of the undersigned, and the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.
The undersigned further acknowledges and agrees that the attorneys-in-fact and
the Company are relying on written and oral information provided by the
undersigned to complete such forms and the undersigned is responsible for
reviewing the completed forms prior to their filing.  The attorneys-in-fact and
the Company are not responsible for any errors or omissions in such filings.
The attorneys-in fact and the Company are not responsible for determining
whether or not the transactions reported could be matched with any other
transactions for the purpose of determining liability for short-swing profits
under Section 16(b).

This Power of Attorney shall remain in full force and effect for as long as the
undersigned is required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 28th day of January, 2015.




Signature:  /s/ John Robert Bailey