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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

          Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period than the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

          Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Shares outstanding of each of the Registrant’s classes of common stock as of April 30, 2003:

BOYD GAMING CORPORATION

QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED MARCH 31, 2003

TABLE OF CONTENTS

Part I.     Financial Information

BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)
(In thousands, except share data)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)
(In thousands, except per share data)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
For the three month period ended March 31, 2003

(Unaudited)
(In thousands, except share data)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)
(In thousands)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BOYD GAMING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)
(In thousands)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1. Summary of Significant Accounting Policies

Principles of Consolidation

          The accompanying condensed consolidated financial statements include the accounts of Boyd Gaming Corporation and our wholly-owned subsidiaries.  We own and operate twelve gaming facilities located in Las Vegas, Nevada; Tunica, Mississippi; East Peoria, Illinois; Kenner and Vinton, Louisiana; and Michigan City, Indiana as well as a travel agency located in Honolulu, Hawaii.  All material intercompany accounts and transactions have been eliminated.  We are also a 50% partner in a venture operating as a limited liability company that is developing Borgata Hotel Casino and Spa in Atlantic City, New Jersey, which is currently expected to open between June 21, 2003 and the last week of July 2003, subject to regulatory and other approvals.  However, we can provide no assurances that we will commence operations as expected, achieve market acceptance or complete Borgata within our current estimates.  Investments in 50% or less owned subsidiaries over which we have the ability to exercise significant influence, including ventures such as Borgata, are accounted for using the equity method.

Basis of Presentation

          In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the results of our operations and cash flow for the three month periods ended March 31, 2003 and 2002.  We suggest reading this report in conjunction with our audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2002.  The operating results and cash flows for the three month periods ended March 31, 2003 and 2002 are not necessarily indicative of the results that will be achieved for the full year or future periods.

Use of Estimates

          The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates incorporated into our condensed consolidated financial statements include the estimated useful lives for depreciable and amortizable assets, the estimated allowance for doubtful accounts receivable, the estimated valuation allowance for deferred tax assets, estimated cash flows in assessing the recoverability of long-lived assets, estimated liabilities for our self-insured medical plan, slot bonus point programs, and litigation, claims and assessments. Actual results could differ from those estimates.

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BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

Capitalized Interest

          Interest costs associated with major construction projects, including our investment in the Borgata project, are capitalized. When no debt is incurred specifically for a project, interest is capitalized on amounts expended for the project using our weighted average cost of borrowing. Capitalization of interest ceases when the project or discernible portions of the project are substantially complete. We amortize capitalized interest over the estimated useful life of the related asset.  Capitalized interest for the three month periods ended March 31, 2003 and 2002 was $4.4 million and $5.0 million, respectively.

Preopening Expenses

          We expense certain costs of start-up activities as incurred.  For the three month period ended March 31, 2003, we expensed $4.2 million in preopening expenses that primarily related to our share of preopening expense in Borgata, our venture project.  For the three month period ended March 31, 2002, we expensed $6.3 million in preopening costs that consisted mainly of preopening expense at Delta Downs where we were in the process of expanding the property and equipping it for a new casino that opened in February 2002 and, to a lesser extent, our share of preopening expense in Borgata.

Derivative Instruments and Other Comprehensive Income (Loss)

          GAAP requires all derivative instruments to be recognized on the balance sheet at fair value.  Derivatives that are not designated as hedges must be adjusted to fair value through income.  If the derivative qualifies and is designated as a hedge, depending on the nature of the hedge, changes in its fair value will either be offset against the change in fair value of the hedged item through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings.  The ineffective portion of a derivative’s change in fair value will be immediately recognized in earnings.   During the quarter ended March 31, 2003, we utilized one interest rate swap, designated as a fair value hedge, to manage risk on one of our fixed-rate borrowings.  In addition, Borgata, our venture project, utilizes derivative financial instruments to comply with the requirements of its bank credit agreement.  For further information, see Note 5,  “Derivative Instruments.”

Stock Based Employee Compensation Plans

          We account for employee stock options in accordance with Accounting Principle Board Opinion No. 25 Accounting for Stock Issued to Employees, and related Interpretations.  No stock-based employee compensation cost is reflected in net income as all options granted under our plans had an exercise price equal to the market value of the common stock on the date of grant.  The following table illustrates the effect on net income and net income per share if we had applied the fair value recognition provisions of SFAS No. 123 Accounting for Stock-Based Compensation, to stock-based employee compensation.

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BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

Reclassifications

          Certain prior period amounts in the condensed consolidated financial statements have been reclassified to conform to the March 31, 2003 presentation.  These reclassifications had no effect on our net income as previously reported.

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BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

Note 2. Earnings per Share

          A reconciliation of income and shares outstanding for basic and diluted earnings per share is as follows:

          Weighted average options to purchase approximately 3.1 million and 1.3 million shares, respectively, were not included in the diluted calculation for the three month periods ended March 31, 2003 and 2002, since the exercise prices of such options were greater than the average price of our common shares during each of the periods.

Note 3.  Assets Held for Sale

          We plan to sell certain of our assets and have classified these assets as held for sale on the accompanying consolidated balance sheets as of March 31, 2003 and December 31, 2002.   During 2002, the carrying values of these assets were reduced to their estimated fair values less costs to sell.  At March 31, 2003 and December 31, 2002, the $5.4 million balance of assets held for sale consists primarily of a corporate aircraft that we intend to sell due to the purchase of a new aircraft.

Note 4.  Stock Repurchases

          In November 2002, our Board of Directors authorized the repurchase of up to 2,000,000 shares of our common stock.  Depending upon market conditions, shares may be repurchased from time to time at prevailing market prices through open market or negotiated transactions.  We began repurchasing shares in February 2003.  Through March 31, 2003, we repurchased 862,200 shares of our common stock for a total cost of $10.6 million.  These shares were retired and are classified as authorized but unissued shares.

Note 5.  Derivative Instruments

          During the second quarter of 2002, we entered into various interest rate swaps with members of our bank group to manage risk on certain of our fixed-rate borrowings. The interest rate swaps convert a portion of our fixed-rate debt to a floating rate. As of March 31, 2003, we had one remaining interest rate swap agreement with a total notional amount of $50 million in which we pay a floating rate of approximately 4.0% as of March 31, 2003 and we receive a fixed rate of 8.75%. The variable interest rate on this swap is set in arrears.  As such, we estimate the variable rate based upon prevailing interest rates and implied forward rates in the yield curve.  This variable rate estimate is used to record the effect of the swap until the variable rate is set, at which

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BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

time any further adjustment between our estimate and the actual rate is recorded.   The net effect of the interest rate swap resulted in a reduction in interest expense of $0.7 million for the three months ended March 31, 2003. The swap terminates in 2012, subject to certain optional termination dates which entitle us to the receipt of call premiums ranging from 4.375% in 2007 to 1.458% in 2010 and none thereafter.  The optional termination dates for the swap mirror those terms of the fixed rate borrowing hedged.

          The above interest rate swap qualifies for the “shortcut” method allowed under GAAP, which allows for an assumption of no ineffectiveness. As such, there is no income statement impact from changes in the fair value of the hedging instruments. Instead, the fair value of the instrument is recorded as an asset or liability on the Company’s consolidated balance sheet with an offsetting adjustment to the carrying value of the related debt. As such, we recorded an asset of $4.8 million at March 31, 2003 and December 31, 2002, representing the fair value of the interest rate swap and a corresponding increase in long-term debt, as the interest rate swap is considered highly effective under the criteria established by GAAP.

          We are exposed to credit loss in the event of nonperformance by the counterparty to the interest rate swap agreement.  However, we believe that this risk is minimized because the counterparty to the swap is an existing lender under our bank credit facility.  If we had terminated the swap as of March 31, 2003, we would have received $4.8 million based on its market value as quoted by the financial institution holding the swap.

          In addition, Borgata, our venture project, has entered into derivative financial instruments that are designated as cash flow hedges to either fix or maintain, within a certain range, interest rates on its floating rate debt to comply with the requirements of its bank credit agreement. These derivative financial instruments have an initial aggregate notional amount of approximately $310 million and cover various periods ranging from 2002 to 2005. For the three month period ended March 31, 2002, we reduced preopening expenses in the accompanying condensed consolidated statement of operations by $0.3 million and recorded a nominal amount to other comprehensive income representing our portion of the increase in fair value of the derivative instruments.  For the three month period ended March 31, 2003, we recorded $0.1 million in preopening expenses in the accompanying condensed consolidated statement of operations (as a result of ineffectiveness in certain of the hedges) and recorded $0.1 million of other comprehensive losses, net of a small tax benefit, representing our portion of the decrease in fair value of the derivative instruments.

Note 6.  Contingencies

          We are subject to a completion guaranty related to our joint venture investment in Borgata. Our subsidiary owns half of the membership interests in Marina District Development Holding Co., LLC, or the Holding Company. A subsidiary of MGM MIRAGE owns the other half of the membership interests in the Holding Company. The Holding Company owns all of the membership interests of Marina District Development Company, LLC, or MDDC. MDDC owns and is developing Borgata Hotel Casino and Spa at Renaissance Pointe in Atlantic City, New Jersey. The operating agreement contemplated a total original project cost of $1.035 billion for Borgata.  We and MGM have agreed to certain scope changes designed to enhance the property and its operations that could increase the total project cost in the operating agreement to $1.067 billion.  If we and MGM agree to future scope changes, there could be sharing of additional costs.  Any costs over the original budget that may be incurred, up to the newly agreed-upon total project cost of $1.067 billion, would be equally funded by both parties through additional equity contributions. Any funding of project costs over the agreed-upon $1.067 billion, if required, is our responsibility and would not proportionally

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BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

increase our ownership of Borgata.  We currently estimate that, due to the implementation of these scope changes, Borgata’s final project cost will be between $1.035 billion and $1.067 billion. We expect to open Borgata between June 21, 2003 and the last week of July 2003, subject to regulatory and other approvals; however, we can provide no assurances that Borgata will be completed within our current estimates, commence operations as expected or achieve market acceptance.

          The operating agreement requires us and MGM to make equity contributions, before scope changes, aggregating $207 million each toward the development of Borgata.  We have invested $183.5 million in cash as of March 31, 2003 and MGM has also contributed $183.5 million, consisting of cash, land and other assets.  In April 2002, we and MGM each provided a $25 million letter of credit to the agent bank for Borgata’s bank credit agreement to assure each of our final capital contributions, before scope changes, to Borgata.  We expect that we will each fund in cash the remaining investments, before scope changes, to Borgata secured by the letters of credit during the summer of 2003.  Since the final cost will likely exceed the original project cost of $1.035 billion, we and MGM MIRAGE have begun making additional equity contributions.  During the quarter ended March 31, 2003, we each contributed $1.5 million as additional investments in Borgata.  This was the first contribution in 2003, during which we expect to make approximately $40 million in contributions, including the $25 million currently secured by the letter of credit, most of which will come during the third quarter.

          The remaining $621 million of total original project costs is being drawn under a $630 million credit agreement that a subsidiary of MDDC entered into on December 13, 2000.  Under the terms of this bank credit agreement, no dividends or funds may be advanced to us or MGM except for taxes based on income or upon achievement of certain performance milestones.  The bank credit agreement is non-recourse to both MGM and us, except for an unlimited completion guaranty provided by Boyd Gaming Corporation, pursuant to which we have agreed to guaranty the performance of certain obligations. Any funding of project costs over the agreed-upon $1.067 billion, whether or not required by the completion guaranty, is our responsibility and would not proportionally increase our ownership of Borgata.

          We are subject to various litigation, claims and assessments in the normal course of business. In November 1998, Astoria Entertainment, Inc., an unsuccessful applicant for a riverboat gaming license in Jefferson Parish, Louisiana, filed two separate lawsuits (one in state court, one in federal court) which named the Treasure Chest Casino and Boyd Gaming as defendants. After we filed a motion to dismiss the federal claim, Astoria voluntarily dismissed all claims against us and Treasure Chest in the federal actions without prejudice to its right to refile the claims at a later date. Astoria refiled similar claims in early 2001. All federal claims against the Company were dismissed with prejudice by the federal court on August 22, 2001. The state law claims brought in the federal lawsuit were dismissed without prejudice, allowing Astoria to assert these claims in the state court action. On October 4, 2001, we appealed to the Fifth Circuit Court of Appeals seeking dismissal of the state law claims with prejudice. On January 7, 2003, the Fifth Circuit ruled that the state law claims could proceed in state court. We have filed a motion to dismiss the state court claims and intend to vigorously defend the lawsuit.

          Alvin C. Copeland, the sole shareholder of an unsuccessful applicant for a riverboat license at the location of our Treasure Chest Casino, has made several attempts to have the Treasure Chest license revoked and awarded to his company. In 1999 and 2000, Copeland unsuccessfully opposed the renewal of the Treasure Chest license and has brought two separate legal actions against us. In November 1993, Copeland objected to

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BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

the relocation of Treasure Chest Casino from the Mississippi River to its current site on Lake Pontchartrain. The predecessor to the Louisiana Gaming Control Board allowed the relocation over Copeland’s objection. Copeland then filed an appeal of the agency’s decision with the Nineteenth Judicial District Court. Through a number of amendments to the appeal, Copeland improperly attempted to transform the appeal into a direct action suit and sought the revocation of the Treasure Chest license. Treasure Chest intervened in the matter in order to protect its interests. The appeal/suit, as it related to Treasure Chest Casino, was dismissed by the District Court and that dismissal was upheld on appeal by the First Circuit Court of Appeal.  Additionally, in 1999, Copeland filed a direct action against Treasure Chest and certain other parties seeking the revocation of Treasure Chest’s license, an award of the license to him and monetary damages. This suit was dismissed by the trial court citing that Copeland failed to state a claim on which relief could be granted. The dismissal was appealed by Copeland to the First Circuit Court of Appeal. On June 21, 2002, the First Circuit Court of Appeal reversed the trial court’s decision and remanded the matter to the trial court. On January 14, 2003, we filed a motion to dismiss the matter and that motion is currently pending. We intend to vigorously defend the lawsuit.

          If any of these matters ultimately result in the Treasure Chest license being revoked, it would have a significant adverse effect on our business, financial condition and results of operations.

          On October 29, 2001, Harrah’s of Lake Charles, LLC (formerly the Players Lake Charles, LLC), Harrah’s Star Partnership (formerly the Showboat Star Partnership) and several individuals, collectively, the plaintiffs, filed suit in state district court in Calcasieu Parish, Louisiana, against DDRA Capital, Inc. (the former owner of Delta Downs), the Calcasieu Parish Police Jury and Boyd Racing, L.L.C., the entity that owns and operates Delta Downs, seeking to revoke the building permit that the Calcasieu Parish Police Jury granted to us for our construction and renovation at Delta Downs. Specifically, the plaintiffs claim that our construction and renovation at Delta Downs exceeds the square foot specifications that were approved by the Calcasieu Parish Police Jury, and that the number of slot machines that we were approved to operate at Delta Downs exceeds the number which the former owner previously represented, in connection with the Calcasieu Parish Slot Machine Gaming Referendum, would be operated at the facility. On December 7, 2001, we responded to the plaintiffs’ complaint claiming, among other things, that their complaint failed to state a cause of action for which relief could be sought and that the statute of limitations on their action had lapsed. On February 11, 2002, the plaintiffs amended their complaint to eliminate certain defendants from the action. On March 1, 2002, the state district court approved Harrah’s motion to voluntarily dismiss the Calcasieu Parish Police Jury from the action, leaving DDRA and Boyd Racing as the defendants. On March 26, 2002, we filed a response to the plaintiffs’ amended complaint. To date, no trial date has been set on this action. We believe this lawsuit is without merit and we intend to defend the suit vigorously.   We can provide no assurances that, if such action proceeds to trial, we will ultimately be successful in defending against the action at trial. In the event the claim seeking to revoke our building permit at Delta Downs is ultimately successful, we would have to reduce both the number of slot machines we operate and the size of the casino at Delta Downs. In addition, if the action is ultimately successful at trial, it would materially affect our cash flow from Delta Downs, would reduce the value of the Delta Downs acquisition and could have a material adverse effect on our business, financial condition and results of operations.

          With the exception of the Astoria, Copeland and Harrah’s matters discussed above, in our opinion, all pending legal matters are either adequately covered by insurance or, if not insured, will not have a material adverse impact on our consolidated financial statements.

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BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

Note 7.  Subsequent Event

         On August 1, 2002, Blue Chip commenced dockside operations and, in accordance with the rules in effect at that time, our gaming tax rate was changed from a flat tax of 22.5% to one based on a graduated scale.  In May 2003, the State of Indiana enacted legislation to amend the calculation of gaming taxes for Indiana riverboats that changed from cruising to dockside operations. This new legislation makes the graduated tax retroactive to July 1, 2002, the first day of the State’s fiscal year, instead of the date on which dockside operations commenced. As such, our gaming tax rate was effectively increased as of July 2002 from the flat tax of 22.5%. We expect to record the additional tax from this new legislation, expected to be approximately $2 million, during the quarter ending June 30, 2003.

Note 8. Segment Information

          We review the results of operations based on the following distinct geographic gaming market segments: the Stardust Resort and Casino on the Las Vegas Strip; Sam’s Town Hotel and Gambling Hall, the Eldorado Casino and Jokers Wild Casino on the Boulder Strip; the Downtown Properties; Sam’s Town Hotel and Gambling Hall in Tunica, Mississippi; Par-A-Dice Hotel and Casino in East Peoria, Illinois; Treasure Chest Casino in Kenner, Louisiana; Blue Chip Casino in Michigan City, Indiana; and Delta Downs Racetrack and Casino in Vinton, Louisiana. As used herein, “Downtown Properties” consist of the California Hotel and Casino, the Fremont Hotel and Casino, Main Street Station Casino, Brewery and Hotel and Vacations Hawaii.

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BOYD GAMING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

Note 9. Guarantor Information for 9.25% Senior Notes Due in 2003

          Our 9.25% notes due in 2003 are guaranteed by a majority of our wholly-owned existing significant subsidiaries. These guaranties are full, unconditional, and joint and several. We have significant subsidiaries that do not guaranty these notes.  As such, the following consolidating schedules present separate condensed financial statement information on a combined basis for the parent only, as well as our guarantor subsidiaries and non-guarantor subsidiaries, as of March 31, 2003 and December 31, 2002 and for the three month periods ended March 31, 2003 and 2002.

CONDENSED CONSOLIDATING BALANCE SHEET INFORMATION
As of March 31, 2003