8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 9, 2009

Boyd Gaming Corporation

(Exact Name of Registrant as Specified in its Charter)

Nevada	001-12882	88-0242733
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3883 Howard Hughes Parkway, Ninth Floor

Las Vegas, Nevada 89169

(Address of Principal Executive Offices, Including Zip Code)

(702) 792-7200

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On March 9, 2009, Boyd Gaming Corporation issued a press release responding to a letter it received from the Board of Directors of Station Casinos, Inc. The press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated March 9, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 9, 2009	Boyd Gaming Corporation
	/s/ Josh Hirsberg
	Josh Hirsberg Senior Vice President, Chief Financial Officer and Treasurer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release, dated March 9, 2009.

EX-99.1

Exhibit 99.1

BOYD GAMING RESPONDS TO LETTER RECEIVED FROM STATION CASINOS

LAS VEGAS, March 9, 2009 /PRNewswire-FirstCall/ — Boyd Gaming Corporation (NYSE: BYD) issued the following statement in response to a letter received from Station Casinos, Inc. (“Station”):

“To date, Station has not engaged Boyd Gaming in any discussion regarding the Company’s proposal, nor has it provided any information that would enable Boyd Gaming to consider submitting a binding proposal. The Company understands Station’s concern of sharing sensitive information and is prepared to work with Station to employ standard and customary due diligence methods to minimize this risk.

“Despite Station’s letter, Boyd Gaming remains committed to pursuing a transaction to acquire some or all of the assets of Station, and is prepared to work with Station in a timely fashion to prepare a formal proposal.

“Boyd Gaming reiterates that it has sufficient liquidity under its credit facility to finance a cash transaction, and contemplates that no amendment to its credit facility would be required under the proposed transaction structure. Boyd Gaming further believes that the necessary regulatory and governmental approvals could be obtained in a timely manner.

“Boyd Gaming continues to believe the proposal outlined in its February 23, 2009 letter offers a superior recovery to creditors when compared to the current restructuring offer Station has proposed.”

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements contain words such as “may,” “will,” “might,” “expect,” “believe,” “anticipate,” “could,” “would,” “estimate,” “continue,” “pursue,” or the negative thereof or comparable terminology, and may include (without limitation) information regarding Boyd’s expectations, goals or intentions regarding the future, including, Boyd’s preliminary non-binding proposal to acquire certain of the Station assets. These forward-looking statements are subject to business and economic risk and other factors described in Boyd’s SEC filings (including Boyd’s Annual Report on Form 10-K for the year ended December 31, 2008) and in Boyd’s other current and periodic reports filed or furnished from time to time with the SEC. These forward-looking statements reflect the current expectations of Boyd, and involve subjects that are inherently uncertain and difficult to predict and actual results could differ materially from these forward-looking statements. All forward-looking statements in this press release are made as of the date hereof, based on information available to Boyd as of the date hereof, and Boyd assumes no obligation to update any forward-looking statement.

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