As filed with the Securities and Exchange Commission on June 6, 1997

                                                            Registration No. [ ]
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                          RIVIERA HOLDINGS CORPORATION
             (Exact name of registrant as specified in its charter)
        Nevada 88-0296885                         88-0296885
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)            Identification Number)

             2901 Las Vegas Boulevard South, Las Vegas, Nevada 89109
                    (Address of principal executive offices)
                                -----------------

               Riviera Holdings Corporation 1993 Stock Option Plan
                Riviera Holdings Corporation Stock Purchase Plan
         Riviera Holdings Corporation Nonqualified Stock Option Plan for
     Non-Employee Directors Riviera Holdings Corporation Stock Compensation
            Plan for Directors Serving on the Compensation Committee

                            (Full title of the Plans)
                                -----------------

                              William L. Westerman
          Chairman of the Board, Chief Executive Officer and President
                          Riviera Holdings Corporation
                         2901 Las Vegas Boulevard South
                             Las Vegas, Nevada 89109
                            Telephone: (702) 734-5110
(Name, address, and telephone number, including area code, of agent for service)
                                -----------------

                                    Copy to:
                             Fredric J. Klink, Esq.
                             Dechert Price & Rhoads
                              30 Rockefeller Plaza
                            New York, New York 10112
                                 (212) 698-3500
                                -----------------
<TABLE>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<S>            <C>                          <C>                       <C>                      <C>                    <C>
                                            Amount                Proposed              Proposed Maximum
            Title of                         to be            Maximum Offering         Aggregate Offering            Amount of
   Securities to be Registered           Registered(1)       Price Per Share(2)             Price(2)            Registration Fee(2)
====================================================================================================================================
          Common Stock                  520,000 shares           $13 5/16(2)              $6,922,500(2)            $2,097.73(2)
====================================================================================================================================
</TABLE>


(1) This  Registration  Statement on Form S-8 relates to an  additional  520,000
shares of common  stock,  par value  $.001 per  share,  of the  Registrant  (the
"Common  Stock")  issuable  under the Riviera  Holdings  Corporation  1993 Stock
Option Plan. See  "Incorporation  by Reference" with respect to the Registrant's
Registration Statement on Form S-8 (Registration No. 333-03631) filed on June 2,
1997 and relating to 880,000 shares of Common Stock.

(2)  Pursuant to Rule  457(h)(1)  of the  Securities  Act of 1933,  the proposed
maximum offering price per share, the proposed maximum aggregate  offering price
and the amount of the  registration  fee are based upon the average of the daily
high and low  prices of the  Registrant's  Common  Stock on the  American  Stock
Exchange on June 2, 1997.  Further,  the amount of the  registration fee relates
only to the additional 520,000 shares of Common Stock issuable under the Riviera
Holdings  Corporation 1993 Stock Option Plan being  registered  pursuant to this
Registration Statement on Form S-8.


<PAGE>

                           INCORPORATION BY REFERENCE

        The contents of  Registration  Statement on Form S-8  (Registration  No.
333-03631)  relating to (i) 480,000 shares of common stock,  par value $.001 per
share,  of the  Registrant  (the  "Common  Stock")  under the  Riviera  Holdings
Corporation  1993 Stock Option Plan,  (ii) 300,000  shares of Common Stock under
the Riviera  Holdings  Corporation  Stock Purchase Plan,  (iii) 50,000 shares of
Common Stock under the Riviera Holdings  Corporation  Nonqualified  Stock Option
Plan for Non-Employee Directors and (iv) 50,000 shares of Common Stock under the
Riviera Holdings  Corporation  Stock  Compensation Plan for Directors Serving on
the  Compensation  Committee,  which was filed with the  Securities and Exchange
Commission  on  May  13,  1996,  is  incorporated  herein  by  reference.   This
Registration  Statement on Form S-8 relates to an additional  520,000  shares of
Common Stock issuable under the Riviera  Holdings  Corporation 1993 Stock Option
Plan.


<PAGE>


                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Las Vegas, State of Nevada, on this 6th day of June,
1997.

                          RIVIERA HOLDINGS CORPORATION


                          By:   /s/William L. Westerman
                             --------------------------
                              William L. Westerman
                              Chief Executive Officer and President
                              (Principal Executive Officer)


        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on June 2, 1997.

           Signature                                   Title

 /s/ William L. Westerman                   Chairman of the Board, Chief
     William L. Westerman                   Executive Officer, President and
                                            Director (Principal
                                            Executive Officer)

 /s/ Duane R. Krohn                         Treasurer (Principal Financial and
     Duane R. Krohn                         Accounting Officer)


 /s/ Robert R. Barengo                      Director
     Robert R. Barengo


 /s/ William Friedman                       Director
     William Friedman


 /s/ Philip P. Hannifin                     Director
     Philip P. Hannifin
[{"type": "S-8", "sequence": "1", "description": "S-8 FILING FOR RIVIERA HOLDING", "secsgml_size_bytes": 7346}]
{"company-data": {"conformed-name": "RIVIERA HOLDINGS CORP", "cik": "0000899647", "assigned-sic": "7011", "irs-number": "880296885", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28701", "film-number": "97620452"}, "business-address": {"street1": "2901 LAS VEGAS BLVD SOUTH", "city": "LAS VEGAS", "state": "NV", "zip": "89109", "phone": "7027949527"}, "mail-address": {"street1": "2901 LAS VEGAS BLVD S", "city": "LAS VEGAS", "state": "NV", "zip": "89109"}}
As filed with the Securities and Exchange Commission on June 6, 1997

                                                            Registration No. [ ]
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                          RIVIERA HOLDINGS CORPORATION
             (Exact name of registrant as specified in its charter)
        Nevada 88-0296885                         88-0296885
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)            Identification Number)

             2901 Las Vegas Boulevard South, Las Vegas, Nevada 89109
                    (Address of principal executive offices)
                                -----------------

               Riviera Holdings Corporation 1993 Stock Option Plan
                Riviera Holdings Corporation Stock Purchase Plan
         Riviera Holdings Corporation Nonqualified Stock Option Plan for
     Non-Employee Directors Riviera Holdings Corporation Stock Compensation
            Plan for Directors Serving on the Compensation Committee

                            (Full title of the Plans)
                                -----------------

                              William L. Westerman
          Chairman of the Board, Chief Executive Officer and President
                          Riviera Holdings Corporation
                         2901 Las Vegas Boulevard South
                             Las Vegas, Nevada 89109
                            Telephone: (702) 734-5110
(Name, address, and telephone number, including area code, of agent for service)
                                -----------------

                                    Copy to:
                             Fredric J. Klink, Esq.
                             Dechert Price & Rhoads
                              30 Rockefeller Plaza
                            New York, New York 10112
                                 (212) 698-3500
                                -----------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Amount                Proposed              Proposed Maximum
            Title of                         to be            Maximum Offering         Aggregate Offering            Amount of
   Securities to be Registered           Registered(1)       Price Per Share(2)             Price(2)            Registration Fee(2)
====================================================================================================================================
          Common Stock                  520,000 shares           $13 5/16(2)              $6,922,500(2)            $2,097.73(2)
====================================================================================================================================
(1) This  Registration  Statement on Form S-8 relates to an  additional  520,000
shares of common  stock,  par value  $.001 per  share,  of the  Registrant  (the
"Common  Stock")  issuable  under the Riviera  Holdings  Corporation  1993 Stock
Option Plan. See  "Incorporation  by Reference" with respect to the Registrant's
Registration Statement on Form S-8 (Registration No. 333-03631) filed on June 2,
1997 and relating to 880,000 shares of Common Stock.

(2)  Pursuant to Rule  457(h)(1)  of the  Securities  Act of 1933,  the proposed
maximum offering price per share, the proposed maximum aggregate  offering price
and the amount of the  registration  fee are based upon the average of the daily
high and low  prices of the  Registrant's  Common  Stock on the  American  Stock
Exchange on June 2, 1997.  Further,  the amount of the  registration fee relates
only to the additional 520,000 shares of Common Stock issuable under the Riviera
Holdings  Corporation 1993 Stock Option Plan being  registered  pursuant to this
Registration Statement on Form S-8.
INCORPORATION BY REFERENCE

        The contents of  Registration  Statement on Form S-8  (Registration  No.
333-03631)  relating to (i) 480,000 shares of common stock,  par value $.001 per
share,  of the  Registrant  (the  "Common  Stock")  under the  Riviera  Holdings
Corporation  1993 Stock Option Plan,  (ii) 300,000  shares of Common Stock under
the Riviera  Holdings  Corporation  Stock Purchase Plan,  (iii) 50,000 shares of
Common Stock under the Riviera Holdings  Corporation  Nonqualified  Stock Option
Plan for Non-Employee Directors and (iv) 50,000 shares of Common Stock under the
Riviera Holdings  Corporation  Stock  Compensation Plan for Directors Serving on
the  Compensation  Committee,  which was filed with the  Securities and Exchange
Commission  on  May  13,  1996,  is  incorporated  herein  by  reference.   This
Registration  Statement on Form S-8 relates to an additional  520,000  shares of
Common Stock issuable under the Riviera  Holdings  Corporation 1993 Stock Option
Plan.
SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Las Vegas, State of Nevada, on this 6th day of June,
1997.

                          RIVIERA HOLDINGS CORPORATION

                          By:   /s/William L. Westerman
                             --------------------------
                              William L. Westerman
                              Chief Executive Officer and President
                              (Principal Executive Officer)

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on June 2, 1997.

           Signature                                   Title

 /s/ William L. Westerman                   Chairman of the Board, Chief
     William L. Westerman                   Executive Officer, President and
                                            Director (Principal
                                            Executive Officer)

 /s/ Duane R. Krohn                         Treasurer (Principal Financial and
     Duane R. Krohn                         Accounting Officer)

 /s/ Robert R. Barengo                      Director
     Robert R. Barengo

 /s/ William Friedman                       Director
     William Friedman

 /s/ Philip P. Hannifin                     Director
     Philip P. Hannifin