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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)(1)
NAME OF ISSUER: Boyd Gaming Corporation
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NO.: 103304
FEE BEING PAID: No
(1) NAME OF REPORTING PERSON: William S. Boyd(2)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: N/A
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(5) SOLE POWER TO VOTE: 26,378,057(2)
(6) SHARED POWER TO VOTE: 0
(7) SOLE POWER TO DISPOSE: 26,378,057(2)
(8) SHARED POWER TO DISPOSE: 0
________________________
(1)Pursuant to EDGAR requirements, this Amendment constitutes a restatement of
previous 13G filings as well as current information on the reporting person.
(2)The foregoing totals are as of December 31, 1996 and include 23,426,336
shares held by the William S. Boyd Gaming Properties Trust, of which the
reporting person is the sole Trustee and Beneficiary; 2,369,989 shares held by
the William S. Boyd Family Limited Partnership, of which the William S. Boyd
Family Corporation is the Managing General Partner; 10,065 shares held directly
by the reporting person; and 571,667 shares subject to outstanding options which
were exercisable by the reporting person as of December 31, 1996. The reporting
person also has 293,333 shares under options which will vest in various portions
within the next ten years.
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
26,378,057(2)
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
N/A
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 43.09%
(12) TYPE OF REPORTING PERSON*: IN
ITEM 1.
(a) Name of Issuer:
Boyd Gaming Corporation
(b) Address of issuer's Principal Executive Offices:
2950 South Industrial Road, Las Vegas, Nevada 89109
ITEM 2.
(a) Name of Person Filing:
William S. Boyd(2)
(b) Address of Principal Business Office or, if none,
Residence:
2950 South Industrial Road, Las Vegas, Nevada 89109
(c) Citizenship:
United States
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
103304
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ITEM 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
Not applicable
ITEM 4. Ownership
(a) Amount Beneficially Owned: 26,378,057(2)
(b) Percent of Class:
43.09%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
26,378,057(2)
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the
disposition of:
26,378,057(2)
(iv) shared power to dispose or to direct the
disposition of:
0
ITEM 5. Ownership of Five Percent or Less of a Class
Not Applicable
ITEM 6. Ownership of More than Five Percent on Behalf of Another
Person
Not Applicable
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ITEM 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
Not Applicable
ITEM 8. Identification and Classification of Members of the Group
Not Applicable
ITEM 9. Notice of Dissolution of the Group
Not Applicable
ITEM 10. Certification
Not Applicable
____________________________
(2) The foregoing totals are as of December 31, 1996 and include
23,426,336 shares held by the William S. Boyd Gaming Properties Trust, of which
the reporting person is the sole Trustee and Beneficiary; 2,369,989 shares held
by the William S. Boyd Family Limited Partnership, of which the William S. Boyd
Family Corpration is the Managing General Partner; 10,065 shares held directly
by the reporting person; and 571,667 shares subject to outstanding options which
were exercisable by the reporting person as of December 31, 1996. The reporting
person also has 293,333 shares under options which will vest in various portions
within the next ten years.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 13, 1997 /s/ WILLIAM S. BOYD
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William S. Boyd
