Boyd Gaming Corporation (NYSE: BYD), a major, diversified casino gaming operator, and Coast Casinos, Inc., a leader in the Las Vegas locals sector, Announced that the two companies have entered into a definitive merger agreement. Under the agreement, which was unanimously approved by the Boards of both companies, Coast will become a wholly-owned subsidiary of Boyd Gaming and will be positioned in Boyd as a separate operating unit run by current Coast management. On a fully-diluted basis, Coast shareholders will receive approximately $495 million in cash, and Boyd will issue approximately 19.4 million shares to Coast shareholders.

The stock consideration is valued at approximately $325 million based upon Boyd's 10-day average daily closing stock price for the period ended February 5, 2004. In addition, Boyd will assume approximately $460 million of Coast debt. The merger is anticipated to be immediately accretive to Boyd's earnings per share.

The combination creates one of the most diversified casino companies in
the country with 17 casino entertainment facilities, Boyd's pending
acquisition of Harrah's Shreveport, and Coast's development of South Coast,
located in the growing residential area south of Las Vegas, where construction
is expected to begin in the second quarter of 2004. Boyd's successful Sam's
Town property, a long-time Las Vegas locals landmark, will join Coast's three
successful local properties, Gold Coast, Suncoast and the recently expanded
Orleans, to create a significant presence in the dynamic and growing Las Vegas locals sector. The combined company will also be represented in Las Vegas with two properties well-positioned on the Las Vegas Strip, Coast's Barbary Coast and Boyd's Stardust. After the merger, Boyd Gaming expects to generate about half of its pro forma EBITDA from its Nevada operations. Boyd Gaming is also a significant operator in four states in the Midwest and South and operates Borgata, a new, dramatic destination resort in Atlantic City that it owns with MGM MIRAGE.

Boyd Gaming recently announced the acquisition of Harrah's hotel casino in
Shreveport, Louisiana for $190 million and expects to close that transaction
in the second quarter of 2004. The Company also said recently that it has
begun the planning process for an expansion of Borgata in areas where there
has been strong demand for its amenities.

Boyd believes that the value of the merger represents approximately 7.4
times Coast's estimated 2004 EBITDA. The two companies, combined on a pro forma basis, estimate that 2004 revenues would be approximately $2.0 billion.

William S. Boyd, Chairman and Chief Executive Officer of Boyd Gaming,
said, "We are extremely pleased that our two companies have agreed to this
transforming combination. With Coast, Boyd becomes a leader in the highly-
coveted Las Vegas locals sector while maintaining its significant presence in
major gaming markets throughout the United States. The combined company will have promising development opportunities in Las Vegas and throughout the country. This merger brings into focus a clear growth strategy and creates
one of the most diversified gaming companies in the industry." Boyd continued, "Coast and Boyd are a natural fit. Coast's loyal and committed management team and workforce will be a great complement to our own
outstanding management team and employee base. I have known Michael Gaughan for nearly 40 years, both personally and professionally, and he is one of the industry's most respected business leaders. When it comes to understanding and operating in the Las Vegas locals sector, most would agree that Michael is among the best in the business. I am especially pleased that Michael and the Coast senior management team have agreed to remain with Boyd following completion of the transaction and will continue to run Coast's operations with the same dedicated employees who have made Coast a success."

Michael J. Gaughan, Chairman and Chief Executive Officer of Coast Casinos, Inc., said, "This is the right transaction at the right time for Coast and our employees. I have great respect for Boyd Gaming and its management team. Bill Boyd is among the most respected leaders this industry has ever seen. Our fathers worked together in Las Vegas nearly fifty years ago, and I am delighted to have the two of us come together at this time. Our employees
will benefit from being part of a strong, more diversified organization. My
team and I are delighted to be joining Boyd Gaming, and, as I am about to
become a significant shareholder of the combined company, I am committed to the future of Boyd and its exciting growth opportunities."

Boyd Gaming's Board of Directors will be expanded from 11 to 13 directors and, under the agreement, Coast Casinos will have the right to designate three directors, including Michael Gaughan.

The transaction is subject to receipt of approvals of the shareholders of
both companies, gaming and other government and regulatory approvals and other customary closing conditions. Shareholders of Coast, representing
approximately 56% of the voting power of Coast shares, have agreed for a
period of two years to vote their shares in favor of the Boyd merger and
against any other combination. The transaction is expected to be completed
immediately upon receipt of necessary third party approvals, all of which are
expected to be received by mid-2004.

Deutsche Bank acted as financial advisor to Boyd Gaming and Cravath,
Swaine & Moore LLP acted as legal advisor. Banc of America Securities LLC acted as financial advisor to Coast Casinos, Inc., and Gibson Dunn & Crutcher LLP acted as legal advisor