December 22, 2005
Zip+4 Code:  20549-0305

Via Fax & U.S. Mail
Boyd Gaming Corporation
Ellis Landau, Executive Vice President, Chief Financial Officer
2950 Industrial Road
Las Vegas, NV 89109

		Re:	Boyd Gaming Corporation
			Form 10-K for the Year Ended December 31, 2004
       			File 001-12882

Dear Mr. Landau:

Based upon an examination restricted solely to considerations of
the
Financial Statements, Management`s Discussion and Analysis, and
Selected Financial Data, the staff has the following comments on
the
above-referenced documents.  Where indicated, we think you should
revise your future filings in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K For the Fiscal Year Ended December 31, 2004

Item 2 - Properties, page 12

1. We note that you include Borgata within your summary of
properties.
However, since you only own 50% of Borgata, we believe its numbers
of
slot machines, table games, etc. should not be totaled with those
of
your wholly-owned properties.  Please revise to present separately
the
information with respect to Borgata.  Similarly revise the
presentation of this same information in the Overview section on
page
1 of your filing.


Management`s Discussion and Analysis

Results of Operations, page 17

2. We note that you present Total Adjusted EBITDA within your
segment
data.  However, since Borgata is not an operating segment, it
appears
that your presentation of Total Adjusted EBITDA, including your
share
of Borgata`s operating income before preopening expenses and your
amortization expenses, is a non-GAAP financial measure.  We
believe
your share of Borgata`s operating income (after preopening
expenses
and your amortization expenses) should be presented only as a
separate
reconciling item.  Please refer to FR-65 and the related guidance
made
available by the Division of Corporation Finance on June 13, 2003.

3. Also, it appears that you present the SFAS 131-required
information
in your MD&A as contemplated by Answer 19 of the aforementioned
guidance made available by the Division of Corporation Finance on
June
13, 2003.  However, your discussion of results of operations
focuses
mainly on contributions to your consolidated results by your
various
segments, rather than presenting separate discussions of the
results
of each of your segments.  Please reconsider the approach to your
MD&A
and whether a separate discussion of each reportable segment would
be
appropriate to an understanding of your business.  See Item 303(a)
of
Regulation S-K.

4. In addition, we believe you should discontinue your
presentation
and discussion of Total Adjusted EBITDA because this
"consolidated"
measure appears outside the context of the SFAS 131-required
reconciliation.  See Answer 21 of the aforementioned guidance made
available by the Division of Corporation Finance on June 13, 2003.

Liquidity and Capital Resources, page 22

5. In light of the substantial amount of debt incurred by Borgata
on a
stand-alone basis, and the restriction on dividends related to
such
debt as well as the debt to be incurred in connection with
Borgata`s
expansion plans, we believe you should more fully explain your
limited
access to the funds currently being generated by the Borgata`s
operations.  In other words, please clarify that, although Borgata
has
made a significant contribution to your operating income in 2004,
the
funds generated by its operations are primarily used to service
its
own indebtedness, and such funds are generally not available
(except
to the extent that dividends are allowed to be paid to you) to
service
the indebtedness reflected on your consolidated balance sheet.


Item 15 - Exhibits and Financial Statement Schedules, page 34

6. The audited financial statements of Marina District Development
Company, d.b.a. Borgata, should be filed as financial statement
schedules in Part IV of your report, and not as an exhibit.  See
Item
15(c) of Form 10-K.

Consolidated Financial Statements

Consolidated Statements of Operations, page 37

7. Please include a subtotal for operating income before your
share of
the operating income of Borgata.  Similarly revise the
presentation of
your selected financial data on page 16, the table with your
segment
data in Note 17 and in MD&A, and the presentation of your
consolidating statement of operations information in Note 18.

Note 17 - Segment Information, page 57

8. As discussed in a previous comment, we believe your share of
Borgata`s operating income (after preopening expenses and your
amortization expenses) should be presented only as a separate
reconciling item.  This will result in only two line items related
to
your share of the results of the Borgata, which is consistent with
the
presentation in your Consolidated Statements of Operations on page
37.
Also, the amounts shown for depreciation and amortization in the
table
on page 58 should agree with the amounts shown in your
Consolidated
Statements of Operations on page 37.

      As appropriate, respond to these comments within 15 business
days or tell us when you will provide us with a response.  You may
wish to provide us with marked copies of the amendment to expedite
our
review.  Please furnish a cover letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be also be submitted in electronic form, under the label
"corresp" with a copy to the staff.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.
	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

      You may contact Juan Migone at (202) 551-3312 or undersigned
at
(202) 551-3211 if you have questions regarding comments on the
financial statements and related matters.



      Sincerely,





      David R. Humphrey
      Branch Chief-Accountant