UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)


                             Boyd Gaming Corporation
--------------------------------------------------------------------------------
                                (Name of Issuer)


                     Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    103304101
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 2008
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

          [_]  Rule 13d-1(b)

          [X]  Rule 13d-1(c)

          [_]  Rule 13d-1(d)

----------
     The  information  required in the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but  shall be  subject  to all other  provisions  of the Act  (however,
see the Notes).




CUSIP No.   103304101
            ---------------------


1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     H Partners Management, LLC

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     3,000,000

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     3,000,000

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     3,000,000

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.4%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     CO, IA



CUSIP No.   103304101
            ---------------------


1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Rehan Jaffer

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     3,000,000

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     3,000,000

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     3,000,000

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.4%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN



CUSIP No.   103304101
            ---------------------


Item 1(a).  Name of Issuer:


            Boyd Gaming Corporation

            --------------------------------------------------------------------

      (b).  Address of Issuer's Principal Executive Offices:

            3883 Howard Hughes Parkway, Ninth Floor
            Las Vegas, NV  89169

            --------------------------------------------------------------------


Item 2(a).  Names of Persons Filing:

            H Partners Management, LLC
            Rehan Jaffer

            --------------------------------------------------------------------

      (b).  Address of Principal Business Office, or if None, Residence:

            H Partners Management, LLC
            888 Seventh Avenue, 29th Floor
            New York, NY 10019

            Rehan Jaffer
            888 Seventh Avenue, 29th Floor
            New York, NY 10019
            --------------------------------------------------------------------

      (c).  Citizenship:

            H Partners Management, LLC - Delaware
            Rehan Jaffer - United States of America

            --------------------------------------------------------------------

      (d).  Title of Class of Securities:


            Common Stock, par value $0.01 per share

            --------------------------------------------------------------------

      (e).  CUSIP Number:


            103304101

            --------------------------------------------------------------------

Item 3.     If This Statement  is filed  pursuant to ss.240.13d-1(b) or
            240.13d-2(b), or (c), check whether the person filing is a:

     (a) [_]  Broker or dealer registered under Section 15 of the Exchange Act
              (15 U.S.C. 78c).

     (b) [_]  Bank as defined in Section 3(a)(6) of the Exchange Act (15
              U.S.C. 78c).

     (c) [_]  Insurance  company as defined in Section 3(a)(19) of the Exchange
              Act (15 U.S.C. 78c).

     (d) [_]  Investment  company  registered under Section 8 of the Investment
              Company Act of 1940 (15 U.S.C. 80a-8).

     (e) [_]  An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E);

     (f) [_]  An employee  benefit plan or endowment  fund in  accordance  with
              s.240.13d-1(b)(1)(ii)(F);

     (g) [_]  A parent  holding  company or control  person in accordance  with
              Rule 13d-1(b)(1)(ii)(G);

     (h) [_]  A savings  association  as defined in Section 3(b) of the Federal
              Deposit Insurance Act (12 U.S.C.1813);

     (i) [_]  A  church  plan  that  is  excluded  from  the  definition  of an
              investment  company  under  Section  3(c)(14)  of the  Investment
              Company Act of 1940 (15 U.S.C. 80a-3);

     (j) [_]  Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

          H Partners Management, LLC - 3,000,000
          Rehan Jaffer - 3,000,000
          --------------------------------------------------------------------

     (b)  Percent of class:

          H Partners Management, LLC - 3.4%
          Rehan Jaffer - 3.4%
          --------------------------------------------------------------------

     (c)  Number of shares as to which the person has:


          (i)   Sole power to vote or to direct the vote

                H Partners Management, LLC - 0
                Rehan Jaffer - 0

                                                               ----------------,

          (ii)  Shared power to vote or to direct the vote

                H Partners Management, LLC - 3,000,000
                Rehan Jaffer - 3,000,000
                                                               ----------------,

          (iii) Sole power to dispose or to direct the
                disposition of

                H Partners Management, LLC - 0
                Rehan Jaffer - 0

                                                               ----------------,

          (iv)  Shared power to dispose or to direct the
                disposition of

                H Partners Management, LLC - 3,000,000
                Rehan Jaffer - 3,000,000

                                                               ----------------.

Item 5.  Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].


         -----------------------------------------------------------------------


Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified.  A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

            Not applicable.
         -----------------------------------------------------------------------


Item 7.  Identification and  Classification of the Subsidiary Which Acquired the
         Security  Being  Reported on by the Parent  Holding  Company or Control
         Person.

     If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary.  If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.

            Not applicable.
         -----------------------------------------------------------------------


Item 8.  Identification  and  Classification  of Members of the Group.

     If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group.  If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.

            Not applicable.
         -----------------------------------------------------------------------


Item 9.  Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity.  See Item 5.

            Not applicable.
         -----------------------------------------------------------------------

Item 10.  Certification.


          By signing  below I certify  that,  to the best of my  knowledge  and
          belief, the securities referred to above were not acquired and are not
          held for the purpose of or with the effect of changing or  influencing
          the control of the issuer of the  securities and were not acquired and
          are not held in connection with or as a participant in any transaction
          having that purpose or effect.





                                    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.


                                    H PARTNERS MANAGEMENT, LLC*

                                    By: /s/ Rehan Jaffer
                                        ------------------------
                                        Rehan Jaffer


                                        /s/ Rehan Jaffer
                                        ------------------------
                                        REHAN JAFFER*



Date: February 17, 2009



*  Each of the Reporting Persons disclaims beneficial ownership in the Common
Stock, except to the extent of his or its pecuniary interest therein.


The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative.  If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed
with this statement, provided, however, that a power of attorney, for this
purpose which is already on file with the Commission may be incorporated by
reference.  The name and any title of each person who signs the statement shall
be typed or printed beneath his signature.

Note.  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See s.240.13d-7 for other
parties for whom copies are to be sent.

Attention.  Intentional  misstatements  or omissions of fact constitute  federal
criminal violations (see 18 U.S.C. 1001).




                                                                       Exhibit A


                                    AGREEMENT

The undersigned agree that this Schedule 13G dated February 17, 2009 relating
to the Common Stock, par value $0.01 per share, of Boyd Gaming Corporation,
shall be filed on behalf of the undersigned.




                                    H PARTNERS MANAGEMENT, LLC*

                                    By: /s/ Rehan Jaffer
                                        ------------------------
                                        Rehan Jaffer


                                        /s/ Rehan Jaffer
                                        ------------------------
                                        REHAN JAFFER*








*  Each of the Reporting Persons disclaims beneficial ownership in the Common
Stock, except to the extent of his or its pecuniary interest therein.









SK 26251 0001 960730