As filed with the Securities and Exchange Commission on May 13, 1996

                                                   Registration No. 33-[     ]
================================================================================


                       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
   (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 Plan)

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

                              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
                               477 Madison Avenue
                            New York, New York 10022
                                 (212) 326-3500
                                -----------------
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
==========================================================================================================
                                 Amount            Proposed          Proposed Maximum
         Title of                 to be        Maximum Offering      Aggregate Offering      Amount of
Securities to be Registered    Registered       Price Per Share            Price          Registration Fee
- ----------------------------------------------------------------------------------------------------------
<S>                          <C>                   <C>                 <C>                 <C>          
       Common Stock          880,000 shares        $13.25              $11,660,000         $4,020.69
==========================================================================================================
</TABLE>



<PAGE>



                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

            The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

            (a) The latest Annual Report on Form 10-K of Riviera Holdings
Corporation (the "Company"), which at the date of this Registration Statement on
Form S-8 (this "Registration Statement") is its Annual Report on Form 10-K for
the fiscal year ended December 31, 1995.

            (b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities and Exchange Act of 1934 (the "Exchange Act") since the end of
the fiscal year covered by the Company's latest Annual Report on Form 10-K.

            All documents filed by the Company after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference into this Registration
Statement will be deemed to be modified or superseded for purposes of this other
subsequently cited document which also is or is deemed to be incorporated by
reference into this Registration Statement modifies or supersedes that
statement.

Item 4.  Description of Securities

            The following description is a summary, does not purport be complete
and is qualified in its entirety by reference to the Amended and Restated
Articles of Incorporation (the "Charter") and the Bylaws of the Company, which
have been filed as exhibits to this Registration Statement.

            The Company is authorized to issue 20,000,000 shares of common
stock, par value $.001 per share (the "Common Stock"). There were 4,800,000
shares of Common Stock outstanding which were held by approximately 240 persons
as of April 5, 1996. An aggregate of 880,000 shares of Common Stock are being
offered hereby, 480,000 shares pursuant to the Riviera Holdings Corporation 1993
Stock Option Plan, 300,000 shares pursuant to the Riviera Holdings Corporation
Stock Purchase Plan, 50,000 shares pursuant to the Riviera Holdings Corporation
Nonqualified Stock Option Plan for Non-Employee Directors and 50,000 shares
pursuant to the Riviera Holdings Corporation Stock Compensation Plan for
Directors Serving on the Compensation Committee (collectively, the "Plans").

            All of the outstanding shares of Common Stock, including the shares
to be sold in this Offering are duly authorized, validly issued, and when paid
for pursuant to the terms of the Plans will be fully paid and non-assessable.
Holders of shares of Common Stock are entitled to receive dividends when and as
declared by the Board of Directors from funds legally available therefor. In the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the


<PAGE>



Company, after payment to the holders of the Company's 11% First Mortgage Notes
due December 31, 2002 of the full amount to which they are entitled, the holders
of Common Stock shall be entitled to share ratably in the remaining assets of
the Company legally available for distribution to the stockholders.

            The shares of Common Stock have no preemptive, subscription,
redemption or conversion rights. The shares of Common Stock do not have
cumulative voting rights, which means the holder or holders of more than half of
the shares voting for the election of directors can elect all directors then
being elected. Each holder of Common Stock is entitled to one vote per share.

            Certain provisions of the General Corporate Law of Nevada ("Nevada
Law") and of the Charter and Bylaws of the Company summarized in the following
paragraphs may be deemed to have an anti-takeover effect and may delay, defer or
prevent a tender offer or takeover attempt that a stockholder might consider in
its best interest, including those attempts that might result in a premium over
the market price for the shares held by stockholders or a change in the
management of the Company. The Company believes, however, that the benefits of
increased protection of the Company's potential ability to negotiate with the
proponent of an unfriendly or unsolicited proposal to acquire or restructure the
Company outweigh the disadvantages of discouraging such proposals because, among
other things, negotiations of such proposals may result in an improvement of
their terms. The description set forth below is intended as a summary only and
is qualified in its entirety by reference to Nevada Law and the Charter and
Bylaws.

            The Company is subject to Sections 78.411-78.444 of the Nevada Law,
which prohibit a publicly held Nevada company from consummating a "combination,"
except under certain circumstances, with an "interested stockholder" for a
period of three years after the date such person became an "interested
stockholder" unless prior to the date of the combination, the transaction is
approved by the Board of Directors of the corporation. After the expiration of
the three year period, such combinations continue to be prohibited unless (i)
the transaction is approved by the Board of Directors of the corporation, (ii)
the transaction is approved by the affirmative vote of the holders of stock
representing a majority of the outstanding voting power not beneficially owned
by the interested stockholder, his affiliates or associates or (iii) certain
requirements are met with regard to consideration received by the other holders
of outstanding shares. An "interested stockholder" is defined as a person who,
together with affiliates and associates, owns (or, within the prior three years,
owned) 10% or more of a corporation's outstanding voting stock. A "combination"
includes (i) any merger or consolidation of the corporation with the interested
stockholder, (ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition to the interested stockholder of a specified amount of the assets of
the corporation, (iii) the issuance by the corporation to the interested
stockholder of a specified amount of shares of the corporation, (iv) any plan of
liquidation or dissolution of the corporation under any agreement with the
interested stockholder, (v) any reclassification, recapitalization, merger or
consolidation or other transaction under any agreement with the interested
stockholder that has the effect of increasing the proportionate share of the
outstanding shares owned by the interested stockholder or (vi) any receipt by
the interested stockholder of the benefit of any loan, advance, guarantee,
pledge or other financial assistance or tax advantage provided by the
corporation.

            The Company's Charter provides that the Board of Directors shall
consist of not less than three nor more than ten members, the exact number to
be determined from time to time by the Board of Directors.  The Board of
Directors has set the number of directors at four. The Bylaws

                                      - 2 -

<PAGE>



provide that any director may be removed from office by the vote or written
consent of stockholders representing not less than two-thirds of the voting
power of the issued and outstanding stock entitled to vote for the election of
directors.

            The Company's Charter provides that the affirmative vote of sixty
percent (60%) of the shares of Common Stock then outstanding, voting separately
as a single class, in person or in proxy, either in writing without a meeting or
at a special or annual meeting of holders of Common Stock called for that
purpose, shall be necessary to (i) amend the Charter or approve any resolution
adopted by the Board of Directors which would materially alter or change the
powers, preferences or special rights of the Common Stock so as to adversely
affect the holders thereof, (ii) amend the Charter or approve any resolution
adopted by the Board of Directors which would authorize or increase the
authorized number shares of any class or series of stock of the Company ranking
senior in preference or privilege to the Common Stock either as to dividends or
upon liquidation, dissolution or winding up, (iii) authorize certain mergers or
consolidations of the Company and (iv) authorize any sale, lease or exchange of
all or substantially all of the properties or assets of the Company or the
voluntary liquidation, dissolution or winding up of the Company.

            The Company's Charter also provides that a Substantial Stockholder
(as defined below) shall be entitled to cast only one hundredth (1/100) of one
vote per share for each share in excess of 10% of the then issued and
outstanding shares of Common Stock. A Substantial Stockholder is any person or
group who has acquired within any consecutive three year period beneficial
ownership, directly or indirectly, of more than 10% of the outstanding Common
Stock, but does not include any person who received such shares pursuant to the
Joint Plan of Reorganization in connection with the reorganization of the
Company's predecessor in June 1993.

Item 5.  Interests of Named Experts and Counsel

            Not applicable.

Item 6.  Indemnification of Directors and Officers

            Nevada law provides that Nevada corporations may include within
their articles of incorporation provisions eliminating or limiting the personal
liability of their directors and officers in stockholder actions brought to
obtain damages for alleged breaches of fiduciary duties, as long as the alleged
acts or omissions did not involve intentional misconduct, fraud, a knowing
violation of law or payment of dividends in violation of the Nevada statutes.
Nevada law also allows Nevada corporations to include in their articles of
incorporation or bylaws provisions to the effect that expenses of officers and
directors incurred in defending a civil or criminal action must be paid by the
corporation as they are incurred, subject to an undertaking on behalf of the
director or officer that he or she will repay such expenses if it is ultimately
determined by a court of competent jurisdiction that such officer or director is
not entitled to be indemnified by the corporation because such officer or
director did not act in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the corporation.

            Nevada law provides that Nevada corporations may eliminate or limit
the personal liability of its directors and officers. This means that the
articles of incorporation could state a dollar maximum for which directors would
be liable, either individually or collectively, rather than eliminating
liability to the full extent permitted by the law.

                                      - 3 -

<PAGE>




            The Charter provides that a director or officer of the Company shall
not be personally liable to the Company or its stockholders for damages for any
breach of fiduciary duty as a director or officer, except for liability for (i)
acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) the payment of distributions in violation of NRS
78.300. In addition, NRS 78.751 and Article VII of the Bylaws of the Company,
under certain circumstances, provide for the indemnification of the officers and
directors of the Company against liabilities which they may incur in such
capacities. A summary of the circumstances in which such indemnification is
provided for is set forth in the following paragraph, but such summary is
qualified in its entirety by reference to Article VII of the Bylaws of the
Company.

            In general, any director or officer of the Company (an "Indemnitee")
who was or is a party to, or is threatened to be made a party to, or is
otherwise involved in any threatened, pending or completed action or suit
(including without limitation an action, suit or proceeding by or in the right
of the Company), whether civil, criminal, administrative or investigative (a
"Proceeding") by reason of the fact that the Indemnitee is or was a director or
officer of the Company or is or was serving in any capacity at the request of
the Company as a director, officer, employee, agent, partner or fiduciary of, or
in any other capacity for, another corporation or any partnership, joint
venture, trust or other enterprise shall be indemnified and held harmless by the
Company for actions taken by the Indemnitee and for all omissions to the full
extent permitted by Nevada law against all expense, liability and loss
(including without limitation attorneys' fees, judgments, fines, taxes,
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by the Indemnitee in connection with any Proceeding. The rights to
indemnification specifically include the right to reimbursement from the Company
for all reasonable costs and expenses incurred in connection with the Proceeding
and indemnification continues as to an Indemnitee who has ceased to be a
director or officer. The Board of Directors may include employees and other
persons as though they were Indemnitees. The rights to indemnification are not
exclusive of any other rights that any person may have by law, agreement or
otherwise.

            The Bylaws also provide that the Company may purchase and maintain
insurance or make other financial arrangements on behalf of any person who
otherwise qualifies as an Indemnitee under the foregoing provisions. Other
financial arrangements to assist the Indemnitee are also permitted, such as the
creation of a trust fund, the establishment of a program of self-insurance, the
securing of the Company's obligation of indemnification by granting a security
interest or other lien on any assets (including cash) of the Company and the
establishment of a letter of credit, guarantee or surety.

            The Company and Riviera Operating Corporation, the Company's
wholly-owned subsidiary ("ROC") have entered into agreements with each of their
respective directors, executive officers and significant employees providing for
indemnification by the Company and ROC of each of them to the extent permitted
by their respective Charters and Bylaws.

Item 7.  Exemption from Registration Claimed

            Pursuant to the Company's 1993 Stock Option Plan, the Company
granted options to purchase 228,000 shares (as adjusted for stock splits) of
Common Stock in 1993 and 132,000 shares (as adjusted for stock splits) of Common
Stock in 1995. Such options were issued by the Company pursuant to the exemption
from registration provided by Section 4(2) of the Securities Act of 1933 (the
"Act").

                                      - 4 -

<PAGE>




Item 8.  Exhibits

Exhibit 4.1    Second Amended and Restated Articles of Incorporation of the
               Company dated May 10, 1996
Exhibit 4.2    Bylaws of the Company (filed as Exhibit 3.2 to the Company's
               Registration Statement on Form S-1 (No. 33-67206) filed with the
               Commission on August 11, 1993 and incorporated herein by
               reference)
Exhibit 4.3    Specimen Certificate for Common Stock of the Company
Exhibit 4.4    Riviera Holdings Corporation 1993 Stock Option Plan
Exhibit 4.5    Riviera Holdings Corporation Stock Purchase Plan
Exhibit 4.6    Riviera Holdings Corporation Nonqualified Stock Option Plan for
               Non-Employee Directors
Exhibit 4.7    Riviera Holdings Corporation Stock Compensation Plan for
               Directors Serving on the Compensation Committee
Exhibit 5.1    Legal Opinion of Dechert Price & Rhoads
Exhibit 13.1   The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1995
Exhibit 13.2   The Company's Quarterly Report on Form 10-Q for the fiscal
               quarter ended March 31, 1996
Exhibit 23.1   Consent of Deloitte & Touche LLP
Exhibit 23.2   Consent of Dechert Price & Rhoads (included in their opinion
               filed herewith as Exhibit 5.1)

Item 9.  Undertakings

1.    The undersigned registrant hereby undertakes:

      a. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such information in this
Registration Statement.

      b. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      c. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.


                                      - 5 -

<PAGE>



3. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceedings) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      - 6 -

<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 10 day of May,
1996.

                                    RIVIERA HOLDINGS CORPORATION


                                    By:   /s/William L. Westerman
                                       ----------------------------------------
                                       William L. Westerman
                                       Chairman of the Board, Chief Executive
                                       Officer and President


      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capacity
indicated on May 10, 1996.

            Signature                     Title
            ---------                     -----

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

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


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


 /s/ William Friedman                     Director
- -------------------------------
   William Friedman


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




                                      - 7 -

<PAGE>


                                  EXHIBIT INDEX



  Exhibit
    No.                     Description of Index                            Page
    ---                     --------------------                            ----

    4.1       Second Amended and Restated Articles of Incorporation
              of the Company dated May 10, 1996............................

    4.3       Specimen Certificate for Common Stock of the Company.........

    4.4       Riviera Holdings Corporation 1993 Stock Option Plan..........

    4.5       Riviera Holdings Corporation Stock Purchase Plan.............

    4.6       Riviera Holdings Corporation Nonqualified Stock Option
              Plan for Non-Employee Directors..............................

    4.7       Riviera Holdings Corporation Stock Compensation Plan
              for Directors Serving on the Compensation Committee..........

    5.1       Legal Opinion of Dechert Price & Rhoads......................

    13.1      The Company's Annual Report on Form 10-K for the
              fiscal year ended December 31, 1995..........................

    13.2      The Company's Quarterly Report on Form 10-Q for the
              fiscal quarter ended March 31, 1996..........................

    23.1      Consent of Deloitte & Touche LLP.............................

    23.2      Consent of Dechert Price & Rhoads (included in their
              opinion filed herewith as Exhibit 5.1).......................







                                      - 8 -

<PAGE>

                                                                    EXHIBIT 4.1

                                  SECOND RESTATED
                             ARTICLES OF INCORPORATION
                                        OF
                           RIVIERA HOLDINGS CORPORATION


      Pursuant to the provisions of Nevada Revised Statutes ("NRS") Section
78.403 the undersigned corporation adopts these Second Restated Articles of
Incorporation. The Amended and Restated Articles of Incorporation filed June 18,
1993, and as amended to the date of this certificate, are hereby Restated as
follows:


                                     ARTICLE I
                                       NAME

      The name of the corporation shall be RIVIERA HOLDINGS CORPORATION.


                                    ARTICLE II
                                 REGISTERED OFFICE

      The name of the Resident Agent and the street address of the registered
office in the State of Nevada where process may be served upon the corporation
is John A. Wishon, Riviera Hotel & Casino, 2901 Las Vegas Boulevard South, Las
Vegas, Clark County, Nevada 89109. The corporation may, from time to time, in
the manner provided by law, change the resident agent and the registered office
within the State of Nevada. The corporation may also maintain an office or
offices for the conduct of its business, either within or without the State of
Nevada.


                                    ARTICLE III
                                   CAPITAL STOCK

      Section 1. Authorized Shares. The total number of shares of capital stock
of the corporation which the corporation shall have authority to issue is
20,000,000 shares of common stock, par value $.001 (the "Common Stock").
Notwithstanding the foregoing, the corporation shall be prohibited from issuing
equity securities having no voting rights whatsoever.

      Section 2. Consideration for Shares. The capital stock authorized by
Section 1 of this Article shall be issued for such consideration as shall be
fixed, from time to time, by the Board of Directors.



<PAGE>



      Section 3. Assessment of Stock. The capital stock of the corporation,
after the amount of the subscription price has been fully paid in, shall not be
assessable for any purpose, and no stock issued as fully paid shall ever be
assessable or assessed. No stockholder of the corporation is individually liable
for the debts or liabilities of the corporation.

      Section 4. Cumulative Voting For Directors. No stockholder of the
corporation shall be entitled to cumulative voting of their shares for the
election of directors.

      Section 5. Preemptive Rights. No stockholder of the corporation shall have
any preemptive rights.

      Section 6. Special Common Stock Voting Provisions. The holders of Common
Stock shall, subject to Section 7, be entitled to one (1) vote for each share
held and any action requiring the consent of the holders of Common stock shall
be approved by the stockholders holding at least a majority of the voting power
of the shares then outstanding, subject to the following special requirements.

            (a) Commencing on the date of initial issuance of shares of Common
Stock and ending on the first anniversary thereof, the affirmative vote of the
stockholders holding at least sixty percent (60%) of the voting power of the
shares of Common Stock outstanding, voting separately as a single class, in
person or in proxy, either In writing without a meeting or at a special or
annual meeting of holders of Common Stock called for that purpose, shall be
required before the corporation may Issue, in any single or related series of
transactions, preferred stock, warrants, options or other securities (other than
shares of Common Stock), exchangeable for, convertible into, or having the right
to purchase with or without consideration, an amount of Common Stock equal to up
to twenty percent (20%) or more of the Common Stock or common stock equivalents
outstanding immediately prior to the proposed transaction.

            (b) At any time after the initial Issuance of shares of Common
Stock, the affirmative vote of sixty percent (60%) of the shares of Common Stock
then outstanding, voting separately as a single class, in person or in proxy,
either in writing without a meeting or at a special or annual meeting of holders
of Common Stock called for that purpose, shall be necessary to:

                  (i) Amend the Articles of Incorporation of the corporation or
approve any resolution adopted by the Board of Directors which would materially
alter or change the powers, preferences or special rights of the Common Stock so
as to adversely affect the holders of the Common Stock, or to otherwise amend
Section 7 of the Articles of Incorporation (to the extent provided in Subsection
7(m)).

                  (ii) Amend the Articles of Incorporation of the corporation or
approve any resolution adopted by the Board of Directors which would authorize
or increase the authorized number of shares of any class or series of stock of
the corporation ranking

                                      -2-

<PAGE>



senior in preference or privilege to the Common Stock either as to dividends or
upon liquidation, dissolution or winding up;

                  (iii) Authorize any merger or consolidation, the effect of
which is that (A) the corporation will not be the continuing or surviving
person, or (B) if the corporation is the continuing or surviving person, the
shares of Common Stock of the corporation outstanding immediately prior to such
transaction shall be changed into or exchanged for equity securities, or other
securities of any other person, or for cash or any property other than
securities; and

                  (iv) Authorize (A) any sale, lease or exchange of all or
substantially all of the properties or assets of the corporation in one
transaction or a related series of transactions, or (8) the voluntary
liquidation, dissolution or winding up of the corporation.

      Section 7.  Substantial Stockholders.

            (a) It is the declared intent and policy of this corporation and its
stockholders that control of this corporation is an asset that belongs to all
stockholders of this corporation and that all such stockholders are entitled (i)
to participate, through an election to sell or otherwise dispose of their
shares, in any proposed acquisition of control of this corporation by another
person, and (ii) to be offered a price for their shares which is fair and
equitable under the circumstances and which includes an appropriate premium for
the acquisition of such control.

            (b) From and after the date any person first becomes a Substantial
Stockholder (as defined in Subsection 7(f)(2)) until such time as such person
shall cease to be a Substantial Stockholder, holders of issued and outstanding
shares of Common Stock (as defined in Subsection 7(f)(10)) beneficially owned
(as defined in Subsection 7(f)(3)) by such Substantial Stockholder, as of any
record date for the determination of stockholders entitled to vote on or consent
to any matter, in excess of 10% of the then issued and outstanding shares of
Common Stock shall, subject to the provisions of the last two sentences of this
Subsection 7(b), be entitled to cast only one-hundredth (1/100) of one vote per
share for each such share in excess of 10% of the then issued and outstanding
shares of Common Stock. Notwithstanding the foregoing, in the event such
Substantial Stockholder, or an Affiliate (as defined in Subsection 7(f)(7))
thereof, or any other person deemed to be the beneficial owner of Common Stock
also beneficially owned by such Substantial Stockholder, shall consummate a
Tender Offer (as defined in Subsection 7(f)(9)) conforming with the provisions
of Subsections 7(d) and 7(e), holders of all Common Stock beneficially owned by
such Substantial Stockholder shall thereupon be entitled to cast one vote per
share of Common Stock on each matter voted upon or consented to by the holders
of Common Stock of this corporation. The number of votes which may be cast by
any record owner by virtue of the provisions of this Section 7 in respect of
Common Stock beneficially owned by a Substantial Stockholder shall be a number
equal to the total number of votes which a single record owner of all shares of
Common Stock beneficially owned by such Substantial Stockholder would be
entitled to cast, multiplied by a fraction,

                                      -3-

<PAGE>



the numerator of which is the number of shares of Common Stock beneficially
owned by such Substantial Stockholder and owned of record by such record owner
and the denominator of which is the total number of shares of Common Stock
beneficially owned by such Substantial Stockholder, whether or not owned of
record.

            (c) Until such time as a Substantial Stockholder (or an Affiliate
thereof or any other person deemed to be the beneficial owner of Common Stock
also beneficially owned by such Substantial Stockholder) shall consummate a
Tender Offer conforming with the provisions of Subsections 7(d) and 7(e), in no
event (but subject to the provisions of the last sentence of this Subsection
7(c)) shall such Substantial Stockholder and the record owner(s) of all shares
of any Common Stock beneficially owned by such Substantial Stockholder
collectively be entitled or permitted to cast, by virtue of their beneficial or
record ownership of Common Stock beneficially owned by such Substantial
Stockholder, in excess of 15% of the total number of votes which the holders of
all then outstanding Common Stock would (after giving effect to the provisions
of Subsection 7(b)) be entitled to cast on any matter presented to the holders
of Common Stock for vote. If the provisions of the preceding sentence shall have
the effect of reducing the total number of votes which any Substantial
Stockholder and the record owner(s) of Common Stock beneficially owned by such
Substantial Stockholder shall be entitled to cast, such reduction shall be
effected, and the number of votes which such record owner(s) shall be entitled
to cast (by reason of this Subsection 7(c)) shall be determined, in accordance
with the provisions of the last sentence of Subsection 7(b).

            (d) The Tender Offer referred to in the second sentence of
Subsection 7(b) and in the first sentence of Subsection 7(c) shall mean a Tender
Offer to acquire at not less than the applicable Offer Price (as defined in
Subsection 7(e)) any and all shares of Common Stock then outstanding and not
beneficially owned by the Substantial Stockholder to which such Tender Offer
relates. In no event shall any Tender Offer referred to in this Subsection 7(d)
remain open for less than twenty (20) business days (as defined in the General
Rules and Regulations under the Securities Exchange Act of 1934, as in effect on
the Effective Date) or provide that shares duly tendered pursuant thereto will
not be purchased within forty (40) business days after the commencement of such
Tender Offer, and in the event that at the time such Tender Offer is commenced
the terms and conduct thereof shall riot be directly regulated by Sections 14(d)
or 13(a) of the Securities Exchange Act of 1934 and the Rules and Regulations
thereunder, or any successor federal laws and regulations, then such Tender
Offer shall conform in all respects with the provisions of the Securities
Exchange Act of 1934 and the General Rules and Regulations thereunder, as in
effect on the Effective Date. The consideration to be received by holders of
Common Stock in any such Tender Offer shall be in the form of cash (which may be
payable by check) exclusively, and such Tender Offer shall be deemed consummated
only when payment in full shall be made for all duly tendered shares. A Tender
Offer shall not be deemed to have conformed or compiled with the provisions of
this Subsection 7(d) unless (i) such Substantial Stockholder or Affiliate
requests the Board of Directors to note it if the board or a majority of the
Continuing Directors (as defined in Subsection 7(f)(5)), as the case may be,
exercises its discretion to utilize an "Established Price, as contemplated by
Subsection

                                      -4-

<PAGE>



7(e)(2) and (ii) such Tender Offer is commenced within thirty (30) days after
the first public announcement thereof setting forth the Offer Price thereof
(such public announcement being hereinafter referred to as the "Announcement" of
such Tender Offer.)

            (e) (1) The "Offer Price" for any Tender Offer referred to in
Subsection 7(d) shall be an amount per share of Common Stock equal to the
highest price per share of Common Stock (including brokerage commissions,
transfer taxes and soliciting dealers' fees) paid or agreed to be paid by such
Substantial Stockholder (or any of its Affiliates or any other person deemed to
be the beneficial owner of Common Stock also beneficially owned by such
Substantial Stockholder) in acquiring any shares of Common Stock within the
consecutive three (3) year period preceding the date of the Tender Offer;
provided, however, that a majority of the Whole Board (as defined in Subsection
7(f)(6)), in its discretion, may determine, but only if a majority of the Whole
Board shall then consist of Continuing Directors or, if a majority of the Whole
Board shall not then consist of Continuing Directors, a majority of the then
Continuing Directors, in their discretion, may determine, that, in lieu of an
amount per share of Common Stock determined above, such Offer Price shall be an
amount per share of Common Stock which shall not be less than a price per share
of Common Stock (the "Established Price") established and determined in writing
by an independent, nationally recognized investment-banking firm selected by a
majority of the Whole Board, but only if a majority of the Whole Board shall
then consist of Continuing Directors, or, if a majority of the Whole Board does
not then consist of Continuing Directors, by a majority of the then Continuing
Directors, as then a fair and appropriate price (considering this corporation,
on a consolidated basis, as a going concern or on the basis of its value in
liquidation, whichever circumstance would result in the highest such price) for
the sale of this corporation in a privately negotiated, arm's-length transaction
with a person other than a Substantial Stockholder or an Affiliate of such
Substantial Stockholder, in light of then prevailing economic conditions, the
business and assets of and future prospects for this corporation, the
synergistic benefits expected to be derived by the acquiring person(s) from an
acquisition of or combination with this corporation, recent examples of similar
transactions and other factors then generally considered and relied upon by the
investment banking community in making determinations or recommendations as to
price in arm's- length acquisition transactions.

                  (2) This corporation shall furnish to any Substantial
Stockholder requesting in writing (such request to be addressed to this
corporation's chairman of the board at the principal executive offices of this
corporation), within ninety (90) days after receipt of such request, a
certificate of an officer of this corporation either specifying the Established
Price, or stating that the Board of Directors or a majority of the Continuing
Directors, as the case may be, has determined not to utilize an Established
Price, pursuant to Subsection 7(e)(1). Each such request by a Substantial
Stockholder shall specify the price paid or agreed to be paid for shares of
Common Stock within the three (3) year period referred to in Subsection 7(e)(1).
In the event there shall be no Announcement of a Tender Offer complying with the
provisions of Subsections 7(d) and 7(e) within forty-five (45) days after
receipt of any such certificate by the Substantial Stockholder making such
request, such Substantial Stockholder shall no longer be entitled to rely
thereon or act on

                                      -5-

<PAGE>



the basis thereof. In such event, such Substantial Stockholder shall be entitled
to make a further request as to the determination to utilize an Established
Price, and the Board of Directors, or the Continuing Directors, as the case may
be, shall be authorized and empowered, in response to any such subsequent
request (such subsequent request and response to conform with and to be subject
to the foregoing provisions of this Subsection 7(e)(2) to determine whether to
utilize an Established Price as contemplated by Subsection 7(e)(1)) established
and determined (as hereinabove provided) on the basis of then prevailing
circumstances.

                  (3) Historical prices per share applied in accordance with
Subsection 7(e)(1) shall be appropriately adjusted to reflect stock splits,
combinations and recapitalization of the shares of Common Stock subsequent to
the date on or as of which such prices are to be determined.

            (f)   For the purposes of this Section 7:

                  (1)   A "Person" shall mean any individual, firm, corporation
or other entity.

                  (2) "Substantial Stockholder" shall mean any person or Group
(as defined in Subsection 7(f)(13)), other than this corporation or any
Subsidiary (as defined in Subsection 7(f)(8)), who or which has acquired within
any consecutive three year period beneficial ownership, directly or indirectly,
of more than 10% of the outstanding Common Stock (determined solely on the basis
of the total number of shares of Common Stock so beneficially owned (and without
giving effect to the number or percentage of votes entitled to be cast in
respect of such shares), in relation to the total number of shares of Common
Stock issued and outstanding, provided, however, that a person shall not be
deemed to be a Substantial Stockholder by reason of any shares of Common Stock
issued to such person pursuant to the Joint Plan (as defined in Subsection
7(f)(11)), provided further, however, that a person shall not be deemed to be a
Substantial Stockholder for any purposes hereof, it such person (or an Affiliate
thereof or any other person deemed to be the beneficial owner of Common Stock
also beneficially owned such person) shall, prior to the time such person
becomes the beneficial owner directly or indirectly of more than 10% of the
outstanding Common Stock, commences and thereafter shall consummate a Tender
Offer for any and all shares of Common Stock, the terms of which shall be
approved and recommended to stockholders as in the best interests of the Company
and its stockholders, by two-thirds of the members of the Whole Board (but only
if at least a majority of the members of the Board of Directors acting upon such
matter shall be Continuing Directors).

            (3) "Beneficial ownership" shall be determined pursuant to Rule
13d-3 of the General Rules and Regulations under the Securities Exchange Act of
1934 (or any successor rule or statutory provision), or if said Rule 13d-3 shall
be rescinded and there shall be no successor rule or statutory provision
thereto, pursuant to said Rule 13d-3 as in

                                      -6-

<PAGE>


effect as of the Effective Date; provided however that a person shall, in any
event, also be deemed the "beneficial owner" of any Common Stock

                  (a)   which such person or any of its Affiliates or Group
beneficially owns, directly or indirectly; or

                  (b) which such person or any of its Affiliates has (i) the
right to acquire (whether such right is exercisable immediately or only after
the passage of time) pursuant to any agreement, arrangement or understanding or
upon the exercise of conversion rights, exchange rights, warrants, or options,
or otherwise, or (ii) sole or shared voting or investment power with respect
thereto pursuant to any agreement, arrangement, understanding, relationship or
otherwise (but shall not be deemed to be the beneficial owner of any Common
Stock solely by reason of a revocable proxy granted for a particular meeting of
stockholders, pursuant to a public solicitation of proxies for such meeting,
with respect to shares of which neither such person nor any such Affiliate is
otherwise deemed the beneficial owner); or

                  (c) which are beneficially owned, directly or indirectly, by
any other person with which such first mentioned person or any of its Affiliates
acts as a partnership, limited partnership, syndicate or other group pursuant to
any agreement, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of capital stock of this corporation;
and provided further, however, that (i) no director or officer of this
corporation (nor any Affiliate of any such director or officer) shall, solely by
reason of any or all of such directors or officers acting in their capacities as
such, be deemed, for any purposes hereof, to beneficially own any Common Stock
beneficially owned by any other such director or officer (or any Affiliate
thereof, and (ii) no employee stock ownership or similar plan of this
corporation or any Subsidiary nor any trustee with respect thereto (nor any
Affiliate of such trustee) shall, solely by reason of such capacity of such
trustee, be deemed, for any purposes hereof, to beneficially own any Common
Stock held under any such plan.

                  (4) For purposes of computing the percentage of beneficial
ownership of Common Stock of a person in order to determine whether such person
is a Substantial Stockholder, the outstanding Common Stock shall Include shares
deemed owned by such person through application of Subsection 7(f)(3) but shall
not include any other Common Stock which may be issuable by this corporation
pursuant to any agreement, or upon exercise of conversion rights, warrants or
options, or otherwise. For all other purposes, the outstanding Common Stock
shall include only Common Stock then outstanding and shall not include any
Common Stock which may be issuable by this corporation pursuant to any
agreement, or upon the exercise of conversion rights, warrants or options, or
otherwise.

                  (5) "Continuing Director" shall mean a person who was a member
of the Board of Directors as of the Effective Date or thereafter elected by the
stockholders or appointed by the Board of Directors of this corporation prior to
the date as of which the

                                      -7-

<PAGE>



Substantial Stockholder in question became a substantial Stockholder, or a
person designated (before his initial election or appointment as a director) as
a Continuing Director by a minority of the Whole Board, but only if a majority
of the Whole Board shall then consist of Continuing Directors, or, if a majority
of the Whole Board shall not then consist of Continuing Directors, by a majority
of the then Continuing Directors.

                  (6) "Whole Board" shall mean the total number of directors
which this corporation would have if there were no vacancies.

                  (7) "Affiliate" of any specified person means a person that
directly or indirectly, through one or more intermediaries, controls, or is
controlled by or under direct or indirect common control with, such specified
person. For purposes of this definition, "control" (including, with correlative
meanings, the terms "controlled by" and "under common control with",) as used
with respect to any person, shall mean the possession, directly or indirectly,
or the power to direct or cause the direction of the management or polices of
such person, whether through the ownership of Common Stock or by agreement or
otherwise.

            (8) "Subsidiary" shall mean any corporation of which a majority of
each class of equity security (as defined in Rule 3a11-1 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as in effect on the
Effective Date) Is owned, directly or indirectly, by this corporation.

            (9) "Tender Offer" shall mean an offer to acquire equity securities
pursuant to a request or invitation for tenders.

            (10) "Common Stock" shall mean this corporation's common stock
authorized as of the Effective Date and shall also include any capital stock of
any class or series of this corporation thereafter authorized which shall be
neither limited nor entitled to a fixed sum or percentage in respect of
dividends and in the distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding up of this corporation. In the event there
shall at any time be more than one class or series of capital stock issued and
outstanding which constitutes Common Stock, all references In this Section 7 to
Common Stock, or to any Tender Offer, Offer Price or Established Price, shall be
deemed to refer to and apply to each such class or series of Common Stock
individually and the provisions of this Section 7 shall be deemed to apply
separately to each such class or series of Common Stock.

            (11) "Joint Plan" means the Debtor's and Bondholders' Committee's
Joint Plan of Reorganization, dated October 30, 1992, as amended by the Amended
Joint Plan of Reorganization dated November 30, 1992, the Second Amended Joint
Plan of Reorganization dated January 8, 1993 and the Modified and Restated
Second Amended Joint Plan of Reorganization dated June 4, 1993 (and as may be
further amended or modified) in connection with the Reorganization case.


                                      -8-

<PAGE>




            (12)  "Effective Date" means the date of initial issuance of the
Common Stock.

            (13) "Group" means a "group" as used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934 (or any successor rule or statutory
provision).

            (g) Notwithstanding anything to the contrary contained in this
Section 7, at any time prior to the time that a Stockholder becomes a
Substantial Stockholder, if two-- thirds of the Whole Board shall have the power
to waive, but only if two-thirds of the Whole Board shall then consist of
Continuing Directors, or, if two-thirds of the Whole Board shall not then
consist of Continuing Directors, two-thirds of the then Continuing Directors
shall have the power to waive, the voting limitation with respect to a
Substantial Stockholder set forth in Subsection 7(b) if it is determined by
two-thirds of such Whole Board (or Continuing Directors, as the case may be)
that the accumulation of such shares of Common Stock by the Substantial
Stockholder will not have an adverse effect on this corporation,

            (h) A majority of the Whole Board shall have the power to determine,
but only if a majority of the Whole Board shall then consist of Continuing
Directors, or, if a majority of the Whole Board shall not then consist of
Continuing Directors, a majority of the then Continuing Directors, for the
purposes of this Section 7, on the basis of information known to them: (i) the
number of shares of Common Stock beneficially owned by any person; (ii) whether
a person is an Affiliate of another; (iii) whether a person has an agreement,
arrangement or understanding with another as to the matters referred to in
Subsection 7(f)(3); (iv) whether the purchase price offered pursuant to any
Tender Offer referred to In Subsection 7(d) conforms to the requirements as to
minimum Offer Price set forth in Subsection 7(e); and (v) any other factual
matter relating to the applicability or effect of this Section 7.

            (i) A majority of the Whole Board shall have the right to demand,
but only if a majority of the Whole Board shall then consist of Continuing
Directors, or, if a majority of the Whole Board shall not then consist of
Continuing Directors, a majority of the then Continuing Directors, that any
person who it is reasonably believed is a Substantial Stockholder (or holds of
record Common Stock beneficially owned by any Substantial Stockholder) supply
this corporation with complete information as to: (i) the record owner(s) of all
shares beneficially owned by such person who it is reasonably believed is a
Substantial Stockholder; (ii) the number of, and class or series of, shares
beneficially owned by such person who it is reasonably believed is a Substantial
Stockholder and held of record by each such record owner and the number(s) of
the stock certificate(s) evidencing such shares; and (iii) any other factual
matter relating to the applicability or effect of this Section 7, as may
reasonably be requested of such person, and such person shall furnish such
information within 10 days after the receipt of such demand.

            (j) Except as otherwise provided by law, the presence, in person or
by proxy, of the holders of record of shares of Common Stock of this corporation
entitling the holders thereof to cast a majority of the votes (after giving
effect, if required, to the

                                      -9-

<PAGE>



provisions of this Section 7) entitled to be cast by the holders of shares of
Common Stock of the corporation entitled to vote shall constitute a quorum at
all meetings of the holders of Common Stock, and every reference in the Articles
of Incorporation to a majority or other proportion of Common Stock (or the
holders thereof) for purposes of determining any quorum requirement or any
requirement for stockholder consent or approval shall be deemed to refer to such
majority or other proportion of the votes (or the holders thereof) then entitled
to be cast in respect of such Common Stock.

            (k) Any determinations made by the Board of Directors or by the
Continuing Directors, as the case may be, pursuant to this Section 7 in good
faith and on the basis of such information as was then reasonably available for
such purpose shall be conclusive and binding upon this corporation and its
stockholders, including any Substantial Stockholder.

            (l) Anything to the contrary contained in this Section 7
notwithstanding, and without limiting the powers, duties and obligations of the
Board of Directors, the Board of Directors is entitled and authorized,
consistent with its duties as such and its obligations to this corporation and
its stockholders, to consider the terms of any proposed Tender Offer or
acquisition proposed by any person, and to determine if and whether to recommend
acceptance or rejection thereof, notwithstanding compliance thereof with the
provisions of Subsections 7(d) and 7(e), and in connection therewith, to take or
authorize any and all appropriate and proper action deemed in the judgment of
the Board of Directors in the best interests of this corporation and the
stockholders in the event the Board of Directors shall determine to recommend
rejection thereof.

            (m) Any amendment, alteration, change or repeal of this Section 7
shall require the affirmative vote of the holders of then outstanding Common
Stock entitling the holders thereof to cast at least 60% of the votes entitled
to be cast by the holders of all of the then outstanding Common Stock, provided,
however, that this Subsection 7(m) shall not apply to, and such 60% vote shall
not be required for, any amendment, alteration, change or repeal declared
advisable by the Board of Directors by the affirmative vote of two-thirds of the
Whole Board and submitted to the stockholders for their consideration, but only
if a majority of the members of the Board of Directors acting upon such matter
shall be Continuing Directors.

            (n) Nothing contained in this Section 7 shall be construed to
relieve any Substantial Stockholder from any fiduciary obligation imposed by
law.

            (o) In the event any Subsection (or portion thereof) of this Section
7, including, without limitation Subsection 7(c), shall be found to be invalid,
prohibited or unenforceable for any reason, the remaining provisions (or
portions thereof) of this Section 7 shall be deemed to remain in full force and
effect, and shall be construed as if such invalid, prohibited or unenforceable
provision had been stricken herefrom or otherwise rendered inapplicable, it
being the intent of this corporation and its stockholders that each such
remaining provision (or portion thereof) of this Section 7 remain, to the
fullest extent

                                      -10-

<PAGE>



permitted by law, applicable and enforceable as to all stockholders, including
Substantial Stockholders, notwithstanding any such finding.


                                    ARTICLE IV
                              DIRECTORS AND OFFICERS

      Section 1. Number of Directors. The members of the governing board of the
corporation are styled as directors. The number of directors may be fixed and
changed from time to time In such manner as shall be provided In the bylaws of
the corporation and shall be no less than three (3) nor more than ten (10).

      Section 2.  Initial Directors.  The names and post office box or street
addresses of the directors constituting the Board of Directors, which shall be
four (4) in number are:

            NAME                    ADDRESS
            ----                    -------

            William Westerman       2901 Las Vegas Boulevard South
                                    Las Vegas, NV 89109

            Philip Hannifin         2901 Las Vegas Boulevard South
                                    Las Vegas, NV 89109

            William Friedman        2901 Las Vegas Boulevard South
                                    Las Vegas, NV 89109

            Robert Barengo          2901 Las Vegas Boulevard South
                                    Las Vegas, NV 89109


      Section 3. Limitation of Personal Liability. No director or officer of the
corporation shall be personally liable to the corporation or its stockholders
for damages for breach of fiduciary duty as a director or officer, provided,
however, that the foregoing provision does not eliminate or limit the liability
of a director or officer of the corporation for:

            (a)   Acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law; or

            (b)   The payment of distributions in violation of Nevada Revised
Statutes 78.300.

      Section 4. Payment of Expenses. In addition to any other rights of
indemnification permitted by the laws of the State of Nevada as may be provided
for by the corporation in its bylaws or by agreement, the reasonable expenses of
officers and directors incurred in defending a civil or criminal action, suit,
or proceeding, involving alleged acts or omissions

                                      -11-

<PAGE>



of such officer or director in his or her capacity as an officer or director of
the corporation, must be paid, by the corporation or through insurance purchased
and maintained by the corporation or through other financial arrangements made
by the corporation, as they are incurred and in advance of the final disposition
of the action, suit or proceeding, upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he or she is not entitled
to be indemnified by the corporation,

      Section 5. Repeal And Conflicts. Any repeal or modification of Sections 3
or 4 above approved by the stockholders of the corporation shall be prospective
only. In the event of any conflict between Sections 3 or 4 of this Article and
any other Article of the Corporation's Articles of Incorporation, the terms and
provisions of Sections 3 or 4 of this Article shall control.

      Section 6. Compliance with Gaming Control Act. All of the directors of the
corporation shall be subject to, and the composition of the Board of Directors
shall be in compliance with, the requirements and qualifications imposed by the
Nevada Gaming Control Act (Nevada Revised Statutes ss.463.010 et seq., as
amended from time to time), or any successor provision of Nevada law, and the
regulations promulgated thereunder, and the rules and regulations of any
governmental agency responsible for the licensing and regulation of gaming
operations, including without limitation, the Nevada State Gaming Control Board,
the Nevada State Gaming Commission and the Clark County Liquor and Gaming
Licensing Board.


                                     ARTICLE V
                                   INCORPORATOR

      The name and post office box or street address of the incorporator who
signed the original Articles of Incorporation is:

                  NAME                    ADDRESS
                  ----                    -------

                  Kenneth A. Woloson      600 East Charleston Boulevard
                                          Las Vegas, Nevada 89104


                                    ARTICLE VI
                      AMENDMENT OF ARTICLES OF INCORPORATION

      Subject to the special voting provisions with respect to Common Stock
contained In Article III, these Articles of Incorporation may be amended,
modified, altered or repealed only with the affirmative vote of stockholders
holding shares in the corporation of each class entitling them to exercise at
least a major of the voting power.


                                      -12-

<PAGE>



                                    ARTICLE VII
                         LIMITATION ON POWER OF DIRECTORS

      Notwithstanding any other provision of these Articles of Incorporation,
the affirmative vote of two-thirds (2/3rds) of the directors then in office
shall be required to authorize or approve any amendment, modification or
supplement to (a) the Indenture and the First Supplemental Indenture to be
entered into by and among the corporation, as issuer, Riviera Operating
Corporation ("ROC"), as guarantor, and IBJ Schroder Bank & Trust Company, as
trustee (the "Trustee"), relating to the 11% First Mortgage Notes Due December
31, 2002 (or any other series of notes issued thereunder (collectively, the
"Notes")) of the corporation in the form finally confirmed by the court in the
reorganization case of Riviera, Inc. under Chapter 11 of Title 11 of the United
States Code (Case No. BK-S91-24940) ("Reorganization Case"); (b) the Notes, (c)
the Dead of Trust, Assignment of Rents and Security Agreement of the
corporation, as trustor, in favor of the Trustee, as beneficiary, relating to
the Notes; (d) the Security Agreement by and among the corporation and ROC as
debtors, and the Trustee, as secured party, relating to the Notes; or (a) any of
the other agreements entered into by the corporation In connection with the
Issuance of the Notes or the provision of security for payment of the Notes
which are listed in the Confirmation Order entered in the Reorganization Case.


                                                /s/ William L. Westerman
                                                ------------------------
                                                William L.  Westerman



                                                /s/ John A. Wishon
                                                ---------------------
                                                John A.  Wishon


                                   VERIFICATION

      We, the undersigned, William L. Westerman and John A. Wishon, being
respectively the President and Chairman of the Board of Directors, and the
Secretary of the corporation, being first duly sworn, do hereby declare that the
Board of Directors of Riviera Holdings Corporation, at a meeting held May 10,
1996, adopted a resolution authorizing the filing of the Second Restated
Articles of Incorporation with the Nevada Secretary of State, and authorized the
President and Secretary of the corporation to execute this document. This
document sets forth the text of the Articles of Incorporation as amended to the
date of this certificate. The original Articles of Incorporation were filed with
the Nevada Secretary of State on January 27, 1993, and the [first] Amended and
Restated Articles of Incorporation were filed with the Nevada Secretary of State
on June 18, 1993.

                                      -13-

<PAGE>




      IN WITNESS WHEREOF we have executed these Second Restated Articles of
Incorporation of RIVIERA HOLDINGS CORPORATION on this 10th day of May, 1996.


                                                /s/ William L. Westerman
                                                -----------------------------
                                                William L.  Westerman
                                                President and
                                                Chairman of Board of Directors



                                                /s/ John A. Wishon
                                                -----------------------------
                                                John A.  Wishon
                                                Secretary



STATE OF NEVADA   )
                  ) ss:
COUNTY OF CLARK   )

      On this 10th day of May, 1996, personally appeared before me, a Notary
Public, WILLIAM L. WESTERMAN and JOHN A. WISHON, personally known to me to be
the persons whose names are subscribed to the above instrument, and who
acknowledged that they executed this Instrument for the uses and purposes
stated therein.

      WITNESS my hand and official seal.


                                                /s/ Margery S. Frantzen
                                                -----------------------------
[notary seal]                                   NOTARY PUBLIC


                                      -14-

<PAGE>



                                                                    EXHIBIT 4.3


Attached hereto is a representative specimen of a common stock certificate of
Riviera Holdings Corporation.



<PAGE>



                                                                    EXHIBIT 4.4

                           RIVIERA HOLDINGS CORPORATION


                              1993 STOCK OPTION PLAN


                                     ARTICLE I
                               PURPOSE; DEFINITIONS

            SECTION 1.1: Statement of Policy. The Board of Directors of RIVIERA
HOLDINGS CORPORATION, a Nevada corporation, believes that the maximum advantage
to the Corporation from its directors, officers and key employees can be secured
by establishing a close identity between the interests of the Corporation and
its Subsidiaries and Affiliates, and those of its or their respective directors,
officers and key employees. The Board believes that it would be in the best
interests of the Corporation to adopt a 1993 Stock Option Plan which will
provide for the granting of both Incentive Stock Options (as defined in Section
2 of this Plan) and Non-Qualified Stock Options (as defined in Section 2 of this
Plan) and which will serve the function of providing a closer identification of
certain directors, officers and key employees with the Corporation. Furthermore,
it will serve to retain these individuals in the service of the Corporation or
its Subsidiaries or Affiliates, to attract and induce new executives and other
key employees to become associated with the Corporation or its Subsidiaries or
Affiliates and to encourage ownership of the Company's Common Stock by such
employees.

            SECTION 1.2:  Definitions.  When used in this Plan, unless the
context otherwise requires:

            (a) "Affiliate" shall mean any entity, other than its Subsidiaries,
      in which the Corporation has a direct or indirect equity interest, as
      determined by the Board of Directors.

            (b) "Award" shall mean the award of Incentive Stock Options or Non-
      Qualified Stock Options under the Plan.

            (c) "Board of Directors" shall each mean the Board of Directors of
      the Corporation as constituted from time to time.

            (d) "Code" shall mean the United States Internal Revenue Code of
      1986, as amended from time to time, or any statutes succeeding thereto.

            (e) "Committee" shall mean the Compensation Committee designated by
      the Board of Directors to administer the Plan under Section 3.1 hereof.

            (f)  "Common Stock" and "Stock" shall each mean the Common Stock of
      the Corporation.


<PAGE>




            (g)  "Corporation" shall mean Riviera Holdings Corporation, a Nevada
      corporation.

            (h) "Disinterested Person" shall mean a person defined in Rule
      16b-3(d)(3) promulgated by the Securities and Exchange Commission under
      the Exchange Act, or any successor definition adopted by the Securities
      and Exchange Commission.

            (i) "Employee" shall mean an officer or other key employee of the
      Corporation or any of its Subsidiaries or Affiliates, including a director
      who is such an employee.

            (j) "Exchange Act" shall mean the Securities Exchange Act of 1934,
      as amended, and the rules and regulations promulgated pursuant thereto.

            (k) "Fair Market Value" shall mean, on any given date, the mean
      between the highest and lowest prices of actual sales of shares of Common
      Stock on the principal national securities exchange on which the Common
      Stock is listed on such date or, if Common Stock was not traded on such
      date, on the next preceding day on which the Common Stock was traded.

            (l)  "Holder" shall mean an Employee to whom an Award has been made.

            (m) "Incentive Stock Options" shall mean options which meet the
      requirements for Incentive Stock Options in Section 422 of the Code.

            (n) "Non-Qualified Stock Options" shall mean stock options which do
      not meet the requirements for Incentive Stock Options, as defined in
      Paragraph (m) of this Section 1.2, and stock options which do meet such
      requirements but which the Committee designates as Non-Qualified Stock
      Options.

            (o) "Option Agreement" shall mean each Agreement referred to in
      Section 12 of this Plan between the Corporation and any person to whom an
      Option is granted.

            (p) "Options" shall mean the Incentive Stock Options and
      Non-Qualified Stock Options granted under this Plan.

            (q)   "Option Shares"  shall have the meaning set forth in
      Section 8.4(a).

            (r) "Plan" shall mean this 1993 Stock Option Plan adopted by the
      Board of Directors, as such Plan from time to time may be amended as
      herein provided.

            (s) "Securities Act" shall mean the Securities Act of 1933, as
      amended, and the rules and regulations promulgated pursuant thereto.


                                      -2-

<PAGE>



            (t) "Subsidiary" shall mean any corporation (other than the
      Corporation) in an unbroken chain of corporations beginning with the
      Corporation if each of the corporations other than the last corporation in
      the unbroken chain owns stock possessing fifty percent (50%) or more of
      the total combined voting power of all classes of stock in one of the
      other corporations in such chain.

            (u) "Ten Percent Shareholder" shall mean a person who on any given
      date owns, either directly or within the meaning of the attribution rules
      contained in Section 425(d) of the Code, capital stock possessing more
      than ten percent of the total combined voting powers of all capital stock
      of the Corporation or a Subsidiary.


                                    ARTICLE II
                                    ELIGIBILITY


            SECTION 2.1: Award Eligibility. Persons eligible to receive Awards
under this Plan shall be any Employee as the Committee, in its sole discretion,
may select. However, in no event may incentive stock options be granted to
Employees of Affiliates.


                                    ARTICLE III
                              ADMINISTRATION  OF PLAN

            SECTION 3.1: Committee. This Plan shall be administered by the
Committee which shall consist of two members of the Board of Directors as the
Board of Directors shall determine, each of which shall be a Disinterested
Person. The Committee shall have plenary authority in its discretion, but
subject to the express provisions of this Plan, (a) to determine the Employees
to whom and the time or times at which Awards shall be made, the number of
shares to be covered by each Option, and whether an Award shall be consist of
Incentive Stock Options or Non-Qualified Stock Options or both, provided
however, that Incentive Stock Options may be granted only to persons who are
employees of the Corporation and its Subsidiaries; (b) to interpret this Plan
and to prescribe, amend and rescind the rules and regulation relating to it; (c)
to determine the terms and provisions of the Awards and the respective Option
Agreements (which need not be identical), including without limitation such
terms and provisions as may be requisite in the judgment of the Committee (i) to
cause this Plan and the Options and Common Stock issued pursuant to the Plan to
be registered on Form S-8 promulgated pursuant to the Securities Act, and the
applicable rules and regulations thereunder, or any other appropriate form, (ii)
to provide for the reimbursement of the Corporation for taxes paid or advanced
in respect of the issuance to Employees of Options or Common Stock under the
Plan and (iii) to set forth the form of restrictive legends to be placed on
certificates representing shares of Common Stock to be issued pursuant to
Options relating to obligations of the holders under the Federal and state
securities laws and under the Code; (d) to unilaterally and

                                      -3-

<PAGE>



without approval of a Holder to amend an existing Award in order to carry out
the purposes or this Plan (so long as such an amendment does not take away any
benefit granted to a Holder by the Award and so long as the amended Award would
comport with the terms of this Plan); and (e) to make all other determinations
deemed necessary or advisable for the granting of Awards and the administration
of this Plan. Any interpretation by the Committee of the terms and provisions of
this Plan and the administration hereof, and all action taken by the Committee,
shall be final and binding upon Plan participants.

            SECTION 3.2: Vacancies. If a member of the Committee for any reason
shall cease to serve, the vacancy may be filled by the Board of Directors in
accordance with the By-Laws of the Corporation and this Plan.

            SECTION 3.3:  Removal.  Any member of the Committee may be removed
at any time, with or without cause, by the Board of Directors.

            SECTION 3.4:  Chairman.  The Board of Directors or the Committee
shall select one of the members of the Committee as the Committee's Chairman.

            SECTION 3.5: Meetings. The Committee shall hold its meetings at such
times and places as it shall deem advisable. A majority of its members shall
constitute a quorum. All determinations of the Committee shall be made by at
least a majority of its members. Any decision or determination reduced to
writing and signed by all of the members of the Committee shall be fully as
effective as if it had been made by the affirmative vote of a majority of its
members at a meeting duly called and held. The Committee may appoint a
secretary, who shall keep minutes of its meetings and make such rules and
regulations for the conduct of its business as may be deemed advisable.


                                    ARTICLE IV
                      SHARES OF COMMON STOCK SUBJECT TO PLAN

            SECTION 4.1: Shares Available. (a) The Committee may, but shall not
be required to, allocate in accordance with this Plan both Incentive Stock
Options and Non- Qualified Stock Options to purchase not more than, in the
aggregate, 12,000 shares of the Common Stock. Such shares of Common Stock may be
authorized and unissued shares or issued shares held in the Corporation's
treasury. Said 12,000 shares shall be computed prior to any adjustment resulting
from stock dividends, split-ups, reorganization, or other substitutions of
securities for the present Common Stock of the Corporation, provided that no
adjustment shall be made in such number of shares upon the issuance of Common
Stock of the Corporation in exchange for, or upon conversion of shares of
Preferred Stock of the Corporation issued pursuant to the 1993 Plan of
Reorganization of the predecessor of the Corporation (the "Reorganization
Plan").
            (b) Any shares issued by the Corporation through the assumption or
substitution of outstanding grants from an acquired company shall not reduce the
shares

                                      -4-

<PAGE>



available for Awards under this Plan. If any shares subject to any Award granted
hereunder are forfeited or such Award otherwise terminates without the issuance
of such shares or the payment of other consideration in lieu of such shares, the
shares subject to such Award, to the extent of any such forfeiture or
termination, shall again be available for Awards under the Plan.


                                     ARTICLE V
                                      OPTIONS

            SECTION 5.1: Option Grants. Options shall be evidenced by Option
Agreements. An Option Agreement signed by the Chairman, the President, or any
other officer of the Corporation designated by the Chairman or the Board of
Directors, and attested by the Treasurer or Assistant Treasurer or Secretary or
Assistant Secretary of the Corporation, shall be issued to each person to whom
an Award is granted. The form and provisions of each Option Agreement shall be
determined by the Committee in accordance with the terms of this Plan. If any
grantee of an Award does not execute an Option Agreement in the form prescribed
by the Committee within thirty (30) days from the grant thereof, the action of
the Committee with respect to the Award granted to such individual shall be of
no further force or effect.

            SECTION 5.2: Time for Grant of Awards. Awards may be granted by the
Committee pursuant to this Plan from time to time for a period beginning July 1,
1993 and ending July 1, 2003. Nothing herein shall be construed to prohibit the
issuance of Awards at different times to the same persons.

            SECTION 5.3: Number of Shares to be Optioned and Nature of Option.
Subject to Section 2.1 of this Plan, the total number of shares to be optioned
to any eligible person and whether the Option shall be an Incentive Stock Option
or a Non-Qualified Stock Option shall be determined by the Committee in its sole
discretion; provided, however, that in the case of Incentive Stock options, the
aggregate Fair Market Value, determined as of the time the Option is granted, of
the Stock with respect to which Incentive Stock Options may be exercisable for
the first time by any individual during any calendar year shall not exceed
$100,000.

            SECTION 5.4: Incentive Stock Option. Each provision of this Plan and
each Option Agreement relating to an Incentive Stock Option shall be construed
so that each Incentive Stock Option shall be an incentive stock option as
defined in Section 422A of the Code, and any provisions thereof that cannot be
so construed shall be disregarded. In no event may a Holder be granted Incentive
Stock Options which do not comply with such grant and vesting limitations as may
be prescribed by Section 422A(b)(7) of the Code. Incentive Stock Options may not
be granted to Employees of Affiliates.


                                      -5-

<PAGE>



            SECTION 5.5: Term of Options. The Option Agreements shall specify
when an Option may be exercisable and the terms and conditions applicable
thereto, including any vesting requirements. The term of an Option, whether an
Incentive Stock Option or a Non-Qualified Stock Option, shall in no event be
exercisable more than ten (10) years (five (5) years in the case of an Incentive
Stock Option granted to a Ten Percent Shareholder), or such shorter period, if
any, as may be necessary to comply with the requirements of state securities
laws, from the date such Option is granted, except, to the extent provided in
Section 6.1(d) of this Plan.

            SECTION 5.6: Assignability of Options. Options and all rights
thereunder shall by their terms be nonassignable and non-transferable by the
Holder (otherwise than by will or the laws of descent and distribution), and any
attempt to do so shall be null and void. Options shall be exercisable during the
life time of the Holder only by the Holder. Nothing contained herein shall be
deemed inconsistent with the provisions hereinafter set forth pertaining to the
exercise of an Option by the estate of a deceased Holder pursuant to Section 6.1
of this Plan.

            SECTION 5.7: Option Price. The price at which Common Stock may be
purchased upon exercise of an Option shall be determined by the Committee, but
shall be not less than the Fair Market Value of such shares on the date of
grant. In the case of any Incentive Stock Option granted to a Ten Percent
Shareholder, the option price per share shall not be less than 110% of the Fair
Market Value of such share on the date of grant.


                                    ARTICLE VI
                                EXERCISE OF OPTIONS

            SECTION 6.1: Death, Disability, Retirement or Termination of
Employment with Consent. As used herein, a Holder's employment with the
Corporation shall be deemed to have been terminated "with consent" if the
Corporation or a Subsidiary or an Affiliate has provided its express written
consent to the exercise of the Holder's Options following such termination.
Notwithstanding the provisions of Section 6.2 of this Plan, Options granted to a
Holder may be exercised as follows:

            (a) In the event of the termination of the Holder's employment with
consent, then such Holder's Option may be exercised, regardless of tax
consequences, to the extent then vested and exercisable as provided in the
Option Agreement applicable to such Option (or, if so determined by the
Committee in its sole discretion, up to the full extent thereof, whether or not
vested) at any time (i) within 90 days following such termination if exercise by
such Holder during such period would not violate Section 16(b) of the Exchange
Act, or (ii) within 190 days following such termination if exercise by such
Holder within 90 days following such termination would violate Section 16(b) of
the Exchange Act, but in any event not thereafter.


                                      -6-

<PAGE>



            (b) In the event of the termination of the Optionee's employment
resulting from the Optionee's retirement under one or more of the Corporation's
retirement plans including, without limitation, any early retirement permitted
under such plans, then such Optionee's Options may be exercised, regardless of
tax consequences, to the extent vested at any time (or, if so determined by the
Committee in its sole discretion, up to the full extent thereof, whether or not
vested) (i) within 90 days following such termination if exercise by such
Optionee during such period would not violate Section 16(b) of the Exchange Act,
or (ii) within 190 days following such termination if exercise by such Optionee
within 90 days following such termination would violate Section 16(b) of the
Exchange Act, but in any event not thereafter.

            (c) In the event of the death or the permanent physical or mental
disability (as such disability shall be determined by a physician selected by
the Corporation) of the Optionee either (i) while employed by the Corporation or
a Subsidiary or an Affiliate, or (ii) (with respect to a Non-Qualified Stock
Option only) while eligible to exercise his Option pursuant to Section 6.1(a) or
(b) of this Plan following the termination of his employment, then such
Optionee's Option may be exercised, to the extent vested (or, if so determined
by the Committee in its sole discretion, up to the full extent thereof, whether
or not vested), at any time within one (1) year for disability following the
Holder's death or such determination of physical or mental disability, by the
Holder, the executors or administrators of the Holder or by any person who shall
have acquired the Option from the Holder by bequest or inheritance. In the event
of termination of employment by reason of disability or Retirement, if an
Incentive Stock Option is exercised after the expiration of the exercise periods
that apply for purposes of Section 422A of the Code, such Incentive Stock Option
will thereafter be treated as a Nonqualified Stock Option.

            (d) Notwithstanding the foregoing provisions, in no event may an
Option be exercised (i) prior to shareholder approval of this Plan, (ii) prior
to vesting requirements (other than as provided in this Plan), if any, contained
in any Option Agreement, or (iii) subsequent to the expiration of its term,
except that a Non-Qualified Stock Option shall be exercisable, to the extent
provided in Section 6.1(c) of this Plan, for a maximum of one (1) year following
the death of a Holder, or the date on which he is determined to have a permanent
physical or mental disability, regardless of its original term.

            SECTION 6.2: Termination of Employment Under Other Circumstances. In
the event of the termination, for any reason, of the employment of a Holder,
other than by reason of death, disability, retirement or with the written
consent of the Corporation or a Subsidiary or an Affiliate, all Options granted
to such Holder which have not been exercised by him prior to the time of such
termination, whether or not vested, shall be then terminated and thereafter may
not be exercised. Options granted under this Plan, however, shall not be
affected by any change of employment so long as the Holder of the Option
continues to be an Employee of the Corporation or a Subsidiary or an Affiliate.


                                      -7-

<PAGE>



            SECTION 6.3: How Exercisable. An Option shall be exercisable by
delivery of a duly signed notice in writing to such effect and the full purchase
price of the Common Stock purchased pursuant to the exercise of the Option to
the Treasurer of the Corporation or to any other officer of the Corporation
appointed by the Committee for the purpose of receiving the same; provided,
however, that no Option issued pursuant to this Plan may be exercised at any
time when the Option or the granting or the exercise thereof violates any law or
governmental order or regulation. Delivery of the full purchase price shall be
satisfied either: (a) by payment in cash of the full purchase price, (b) by
tender of such number of shares of the Corporation's Common Stock owned either
(x) by the Holder prior to exercise of the Option or (y) with the consent of the
Committee, by the Holder as a result of the exercise of the Option, as is equal
in value (as determined by its Fair Market Value at the close of business on the
last business day before the date of delivery) to the full purchase price or (c)
by delivery of any combination of cash and such shares of the Corporation's
Common Stock (valued as set forth above) which, in the aggregate, is equal in
value to the full purchase price, subject to compliance with applicable
securities laws. Alternatively, an Option shall be exercisable by Holders not
subject to Section 16(b) of the Exchange Act by delivery of a duly signed notice
in writing to such effect (the "Exercise Notice") which shall include
irrevocable instructions to the Corporation to deliver the stock certificates
issuable in respect of such Option exercise directly to a broker named therein,
which has agreed to participate in a "cashless" exercise on behalf of the
Holder. In connection therewith, the Corporation shall acknowledge and,
notwithstanding the provisions of Section 6.4 hereof, forward a copy of the
Exercise Notice to such broker and the Corporation shall be authorized and
entitled to deliver such stock certificates directly to such broker against
receipt of the exercise price and any withholding taxes due in respect of such
option exercise. The Committee shall have the right to adopt such rules and
regulations with respect to the provisions of this paragraph as it deems
appropriate. Whenever all or any portion of the purchase price payable upon
exercise of an Option is paid by the delivery of shares of the Corporation's
Common Stock, tender of such shares shall be accompanied by a duly executed
stock power and by payment of the requisite stock transfer tax, if any. The
Committee may also require the Holder to make such representations as to his
title, authority to transfer such title and any other facts as it may deem
appropriate. In connection with the exercise of a Non-Qualified Stock Option,
the Committee may require the Holder to remit an amount in cash or in Common
Stock sufficient to satisfy all Federal, state and local requirements to
withhold taxes.

            SECTION 6.4: Issuance of Shares. Within a reasonable time after the
exercise of an Option the Corporation shall cause to be delivered to the
purchaser a certificate representing the shares of Common Stock purchased
pursuant to the exercise of the Option.

            SECTION 6.5: Shareholder Rights of Holder. No person entitled to
exercise any Option granted under this Plan shall have any rights or privileges
of a shareholder of the Corporation in respect of any shares issuable upon
exercise of such Option until certificates representing such shares shall have
been issued and delivered.

                                      -8-

<PAGE>




            SECTION 6.6: Termination of Options. Any Option not exercised within
the period fixed for its exercise in an Option Agreement and this Article VI
shall terminate and become null and void.

            SECTION 6.7: Unexercised Options. Common Stock covered by Options
which have terminated in accordance with the provision of this Plan, to the
extent to which such Options have not been exercised, may be treated by the
Committee as Common Stock which is eligible for other and further granting of
Options in accordance with the terms of this Plan.

            SECTION 6.8: Cash-Out of Vested Options. The Committee may in its
sole discretion cancel the vested portion of any Options held by a Holder who is
at such time no longer an Employee of the Corporation or any of its Subsidiaries
or Affiliates in exchange for a cash payment equal to the difference between (i)
the Fair Market Value of the shares subject to such vested Options, and (ii) the
Option Price for such shares.


                                    ARTICLE VII
                            NOT AN EMPLOYMENT CONTRACT

            SECTION 7.1: Not an Employment Contract. Anything contained herein
or in any Option Agreement notwithstanding, neither this Plan, any Option
Agreement nor any Option granted pursuant to this Plan shall confer on an
individual any right to continue in the employ or service of the Corporation or
any Subsidiary or Affiliate or interfere in any way with the right of the
Corporation or such Subsidiary or Affiliate at any time to terminate or modify
the terms or conditions of the employment or service of the Holder of the
Option.


                                   ARTICLE VIII
                             RECAPITALIZATION, MERGER,
                         CONSOLIDATION AND REORGANIZATION

            SECTION 8.1:  Change in Common Stock.

            A. Appropriate and equitable adjustment shall be made in the number
of shares of Common Stock subject to each outstanding Option or the option
prices or both, in the event of any changes in the outstanding Common Stock by
reason of stock dividends, stock splits, recapitalizations, reorganizations,
mergers, consolidations, sales or exchanges of assets, combinations or exchanges
of shares or offerings of subscription rights; it being the purpose of this
provision to insure that an Option shall be adjusted to give the Holder, upon
exercise of his Option, rights equivalent to the rights of a person who had held
shares of Common Stock in the amount subject to the Option at the time the
Option is granted. In applying this provision an adjustment shall be made for
any changes occurring after the effective date of this Plan.

                                      -9-

<PAGE>




            B. In the event of a change in the Common Stock of the Corporation
as presently constituted, which is limited to a change of the par value status
of any or all of its authorized shares, the shares resulting from any such
change shall be deemed to be Common Stock or Stock within the meaning of this
Plan.

            C. Anything contained in this Section 8.1 to the contrary
notwithstanding, no adjustment shall be made in the number of shares of Common
Stock subject to each outstanding Option or the Option prices or both, in the
event of any changes in the outstanding Common Stock by reason of issuances of
shares of Common Stock (i) upon exercise of any Option, or (ii) in exchange for
or upon conversion of shares of the Company's Preferred Stock issued pursuant to
the "Reorganization Plan" (as defined in Section 4.1 hereof).

            D. To the extent that the foregoing adjustments relate to stock or
securities of the Corporation, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive. The
Fair Market Value of any fractional shares resulting from adjustments pursuant
to this Section 8 shall, where appropriate, be paid in cash to the Holder.

            SECTION 8.2: Dissolution or Liquidation. In the event of the
complete liquidation or dissolution of the Corporation other than as an incident
to a merger, reorganization, or other adjustment referred to in Section 8.1
above, any Options granted pursuant to this Plan and remaining unexercised shall
be deemed cancelled without regard to or limitation by any other provision of
this Plan.

            SECTION 8.3:  Rights of Holders and the Corporation.

            A. Except as hereinbefore expressly provided in this Article VIII, a
Holder shall have no rights by reason of any subdivision or consolidation of
shares of stock of any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class or by reason
of any dissolution, liquidation, merger, or consolidation or spin-off of assets
or stock of another corporation, and any issue by the Corporation of shares of
stock of any class or securities convertible into shares of stock of any class,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number or price of shares of Common Stock subject to any Option.

            B. The grant of an Option pursuant to this Plan shall not affect in
any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes in its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell or
transfer all or any part of its business or assets.

                                      -10-

<PAGE>




            SECTION 8.4:  Compliance With Securities Act.

            (a) As soon as is reasonably practicable, the Corporation will use
its best efforts to effect a registration on Form S-8 under the Securities Act
with respect to all Options and all shares issuable upon exercise of the Options
(the "Option Shares"), provided, however, that the Corporation shall not, be
obligated to effect, or to take any action to effect, any registration in any
jurisdiction in which the Corporation would be required to execute a general
consent to service of process in effecting registration unless the Corporation
is already subject to service in such jurisdiction and except as may be required
by the Securities Act or blue sky laws of such jurisdiction, provided that the
filing of a Form U-2 or similar form shall not be deemed to be a general consent
to service of process for purposes of this subsection. In connection with any
such registration, the Corporation shall:

                  (i) promptly give written notice of the proposed registration
to all Holders; (ii) use its reasonable best efforts to effect the registration
of the Options held by the Holders and the Option Shares subject thereto
(including, without limitation, filing post-effective amendments, appropriate
qualifications under applicable blue sky or other state securities laws, and
appropriate compliance with the Securities Act) as would permit or facilitate
the sale and distribution of such Options and Option Shares; (iii) keep the
registration effective; (iv) prepare and file with the Securities and Exchange
Commission such amendments and supplements to the registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective and comply with the provisions of the
Securities Act with respect to the sale or other disposition of all securities
covered by such registration statement; (v) use its best efforts to cause all
such Options and Option Shares registered pursuant hereto to be listed on each
securities exchange on which similar securities issued by the Corporation are
then listed or eligible for listing if the listing of such Options and Option
Shares is then permitted under the rules of such exchange; and (vi) provide a
transfer agent and registrar for all Options and Option Shares registered
pursuant to such registration statement and a CUSIP number for all such Options
and Option Shares, in each case not later than the effective date of such
registration statement;

            (b) Prior to the effectiveness of any registration of the Option
Shares, as provided in Section 8.4(a), the Corporation may postpone the issuance
and delivery of shares of Common Stock upon any exercise of any Option until (i)
the admission of such shares to listing on any stock exchange on which shares of
the Corporation of the same class are then listed and the completion of such
registration or other qualification of such shares under any state or Federal
law, rule or regulation as the Corporation shall determine to be necessary or
advisable, (ii) insofar as any local Blue Sky law might affect the issuance of
such shares, either the local Blue Sky Commission shall have ruled or counsel to
the Corporation shall have advised that the issue is not subject to such local
law or that such shares shall have been qualified under such law, (iii) counsel
to the Holder has delivered an opinion to the Corporation, satisfactory in form
and substance, to the effect that the

                                      -11-

<PAGE>



issuance of such shares does not require registration under any Federal or state
securities laws or that any such registration as may be required shall be
effective as of the time of issuance of such shares, (iv) the individual to whom
the Option is granted shall have represented and agreed in writing that any
shares purchased pursuant to the Option are being purchased for investment only
and not with a view to the distribution or resale thereof; provided, however,
that a Holder making such representation and agreement may be released by the
Corporation at its discretion from such representation and agreement upon the
shares being registered or qualified in such manner as may be legally required
at any time, and (v) the Committee shall have been advised by counsel that all
applicable legal requirements pertaining to the issuance of such shares,
including any requirements of the Securities Act, have been complied with. Any
person exercising an Option shall make such representations and furnish such
information as may be appropriate to permit the Corporation, in the light of the
then existence or non-existence of an effective registration statement under the
Securities Act, with respect to such shares, to issue the shares in compliance
with the provisions of that or any comparable law.

            (c) The Corporation shall not have any liability to any Holder or
otherwise (i) in the event a registration does not occur with respect to the
Option Shares, or (ii) with respect to any Option the exercise of which is
prevented by the provisions of Section 8.4(b).


                                    ARTICLE IX
                     AMENDMENT, TERMINATION AND INTERPRETATION

            SECTION 9.1: Amendment and Termination. This Plan shall terminate on
July 1, 2003; however, upon obtaining the approval of the stockholders of the
Corporation, if required by law or the applicable provisions of the securities
exchange upon which the Common Stock is listed, the Board of Directors or the
Committee may at any time prior to such date terminate or from time to time
amend this Plan and the terms and conditions thereof as to stock which is not
then the subject matter of Options granted or issued pursuant to the terms of
this Plan; and the Board of Directors or the Committee, with the written consent
of the affected Holders of any Options granted pursuant to this Plan, may at any
time terminate or from time to time amend this Plan and the terms and conditions
of this Plan as it regards any such Options held by any such consenting Holders.

            SECTION 9.2: Interpretation. A determination of the Committee as to
any question which may arise with respect to the interpretation of the
provisions of this Plan and of any Option or Option Agreement shall be final.

            SECTION 9.3: Rules and Regulations. The Committee may authorize and
establish such rules, regulations and revisions thereof not inconsistent with
the provisions of this Plan as it may determine advisable to make this Plan and
the Options effective and

                                      -12-

<PAGE>



provide for their administration, and may take such other actions with regard to
this Plan and the Options as it shall deem desirable to effectuate their
purposes.

            SECTION 9.4: Evidence of Each Option. The Committee may include in
each agreement or document it may issue to the Holder of any Option, evidencing
the existence of such Option given or granted pursuant to the terms of this
Plan, the text of this Plan by reference thereto in such certificate or
document; and in such event, the entire terms of this Plan as it may exist and
as it may be amended from time to time shall be deemed included in such
certificate or document with the same force and effect as though this Plan were
set forth in its entirety in such agreement or document.


                                     ARTICLE X
                                   EFFECTIVENESS

            SECTION 10.1: Effectiveness of Plan. This Plan shall become
effective on July 1, 1993, subject, however, to approval by the shareholders of
the Corporation within 1 year of adoption.


                                    ARTICLE XI
                                   MISCELLANEOUS

            SECTION 11.1: Substituted Options. Subject to the limitation in
SECTION 4.1 hereof on total shares available for Options, Options to purchase
shares of the Corporation's Common Stock may be issued under this Plan on terms
and conditions which differ from, or conflict with the terms and conditions set
forth herein, provided that such Options are issued in substitution for
outstanding Options held by persons who have become directors, officers or key
employees of the Corporation or any of its Subsidiaries or Affiliates by reason
of a corporate merger, consolidation, acquisition of property or capital stock,
separation, reorganization or liquidation.

                                      -13-

<PAGE>



                                                                    EXHIBIT 4.5


                 RIVIERA HOLDINGS CORPORATION STOCK PURCHASE PLAN
                             (Effective May 10, 1996)

            The Riviera Holdings Corporation Stock Purchase Plan (the "Plan") is
intended to provide the eligible employees of Riviera Holdings Corporation (the
"Company") and its participating subsidiaries a convenient means of purchasing
shares of the Company's common stock, par value $.001 per share. The Plan is
intended to qualify as an "employee stock purchase plan" under section 423 of
the Internal Revenue Code of 1986, as amended (the "Code"), and shall be
administered, interpreted and construed in a manner consistent with the
requirements of that section of the Code.


                                     ARTICLE I
                                    DEFINITIONS

            1.1 "Account" means the bookkeeping account established on behalf of
each Participant by the Committee to record payroll deduction contributions and
Participant Loan repayments made by each Participant and shares of Common Stock
purchased by each Participant.

            1.2   "Board" means the Board of Directors of the Company.

            1.3 "Common Stock" means shares of the Company's common stock, par
value $.001 per share.

            1.4 "Company 401(k) Plan" means a qualified retirement plan
established by the Company or a Subsidiary that is intended to comply with
section 401(k) of the Code.

            1.5 "Compensation" means all salary, wages or earnings, including,
without limitation, overtime pay, commissions, tips and bonuses, paid by the
Company or a Participating Subsidiary.

            1.6   "Committee" means the Compensation Committee of the Board.

            1.7   "Deferred Eligibility Date" is defined in Section 2.1.2.

            1.8 "Employee" means any person who is regularly scheduled to work a
minimum of 20 hours per week for the Company or a Participating Subsidiary.

            1.9 "Effective Date" means May 10, 1996, subject to the provisions
of Section 8.9.



<PAGE>



            1.10 "Participant" means an Employee who has met the eligibility
requirements of Article II and who has elected to participate pursuant to an
election under Section 3.1.

            1.11 "Participant Loan" means the difference between (a) the
Purchase Price determined under Section 4.2 multiplied by the Purchased Common
Stock and (b) any amount advanced by the Participant at the time participation
commences pursuant to the provisions of Section 3.1.

            1.12 "Participating Subsidiary" means each United States Subsidiary
of the Company approved for participation in the Plan by the Board.

            1.13  "Per Share Fair Market Value" is defined in Section 4.2.

            1.14 "Purchase Date" means the date a Participant elects to
purchase, which shall be no later than 5:00 p.m. Las Vegas time on the May 31st
following the Effective Date or a Deferred Eligibility Date.

            1.15 "Purchased Common Stock" means the number of shares a
Participant has elected to purchase pursuant to Section 2.4.

            1.16 "Required Service Period" means a consecutive six-month period
during which an individual is an Employee, measured from his or her date of hire
by the Company or a Participating Subsidiary.

            1.17 "Subsidiary" means a subsidiary corporation of the Company, as
that term is defined in section 424(f) of the Code.


                                    ARTICLE II
                                    ELIGIBILITY

            2.1   Eligibility.  The eligibility requirements are as  follows:

                  2.1.1 Except as provided in Sections 2.2 and 2.3, an Employee
who has completed the Required Service Period before the Purchase Date and who
continues to be an Employee as of the Purchase Date, shall be eligible to
participate in the Plan.

                  2.1.2 Each other Employee, except as provided in Section 2.2
or Section 2.3, shall be eligible to participate in the Plan as of the Purchase
Date subsequent to when he or she shall first complete the Required Service
Period ("Deferred Eligibility Date"), subject to the provisions of Section
8.4.2.


                                      -2-

<PAGE>



            2.2 Ineligible Employees. Notwithstanding any other provision of the
Plan to the contrary, each of the following Employees shall be ineligible to
participate in the Plan:

                  2.2.1       An Employee who is a member of a collective
                              bargaining unit whose agreement with the Company
                              or a Participating Subsidiary does not provide for
                              participation in the Plan, provided that
                              participation in the Plan was a subject of good
                              faith bargaining as that term is understood under
                              the terms of the National Labor Relations Act, 29
                              U.S.C.
                              151, et seq.;

                  2.2.2       An Employee who is employed by a Subsidiary that
                              is not a  Participating Subsidiary; and

                  2.2.3       An Employee who is treated as owning Common Stock
                              possessing five percent or more of the total
                              combined voting power or value of all classes of
                              stock of the Company or any of its Subsidiaries
                              (for purposes of this provision, the rules of
                              section 424(d) of the Code shall apply in
                              determining stock ownership of any Employee).

            2.3 Eligibility Restrictions. An Employee who (a) elects to
terminate participation in the Plan in accordance with Section 3.4 or (b) makes
a hardship withdrawal from a Company 401(k) Plan shall be prohibited from
participating in the Plan for one year after the date of such termination or
withdrawal.

            2.4 Number of Shares. Each eligible Employee may purchase a number
of shares of Common Stock, but not less than 100 shares, nor more than 1,000
shares, with a combined Per Share Fair Market Value equal to 10% of his or her
Compensation in the calendar year prior to the Purchase Date. If an eligible
Employee was not an Employee for the full year prior to the Purchase Date, then
such Employee's Compensation for the first quarter before the Purchase Date will
be multiplied by four for purposes of calculating the number of shares such
Employee is eligible to purchase. The number of shares subject to purchase shall
be the next nearest whole number multiple of 100, rounded upward. For example,
assuming an eligible Employee had $15,000 of Compensation and Per Share Fair
Market Value of the Common Stock was $10.00, such employee could purchase a
maximum of 200 shares.


                                      -3-

<PAGE>



                                    ARTICLE III
                                   PARTICIPATION

            3.1 Commencement of Participation. An eligible Employee shall become
a Participant in the Plan by completing an enrollment and payroll deduction form
and delivering it to the Company or the Participating Subsidiary employing him
or her in accordance with procedures established by the Committee. A Participant
may pay the Purchase Price of Purchased Common Stock initially or at any other
time prior to two years after the Purchase Date.

            3.2 Payroll Deduction. At the time a Participant files his or her
enrollment and payroll deduction form, he or she shall elect to have withheld
from his or her Compensation on a bi-weekly basis an amount that will repay his
or her Participant Loan in no more than 52 level installments.

                  3.2.1. Notwithstanding the provisions of Section 3.2, the
balance of any Participant Loan must be repaid by the date specified in Section
5.2.

                  3.2.2. Notwithstanding any other provision within the Plan,
at no time shall the balance of a Participant Loan exceed $5,000.

            3.3 Changes in Rate of Payroll Deductions. A Participant may elect
to change the rate of his or her contribution to any other permissible rate that
meets the requirements of Section 3.2, effective as soon as administratively
feasible after the Participant files written notice thereof with the Committee.

            3.4 Suspension or Termination of Payroll Deductions. A Participant
may terminate contributions under the Plan. A termination of contributions shall
be effective as soon as administratively feasible after the date the Participant
files written notice thereof with the Committee. If a Participant fails to make
an installment payment and such missed payment is not made up within 90 days,
then the Participant will be deemed to have elected to terminate contributions.
If a Participant terminates his or her participation in the Plan the provisions
of Section 5.2 shall apply. In addition, all contributions by a Participant
shall be automatically suspended upon a hardship withdrawal from a Company
401(k) Plan for the period required by Section 401(k) of the Code and the
regulations thereunder.

            3.5 Statutory Limitation. No Employee shall be granted an option or
right to purchase that permits his or her rights to purchase Common Stock under
the Plan and all other employee stock purchase plans (as described in section
423 of the Code) of the Company or its Subsidiaries to accrue at a rate that
would cause the fair market value of all such stock (determined at the time such
option is granted) for each calendar year to exceed $25,000.



                                      -4-

<PAGE>



                                   ARTICLE IV
                                    OFFERINGS

            4.1 Offerings. The Plan shall be implemented through offerings of
the right to purchase the Common Stock for ten business days after (a) the
Effective Date and (b) a Deferred Eligibility Date ("Cut-Off Date"). Any rights
that are not exercised on or before the relevant Cut-Off Date shall expire and
be null and void.

            4.2 Purchase Price. The purchase price per share of stock ("Purchase
Price") shall be 85% of the Per Share Fair Market Value of Common Stock on the
Effective Date or a Deferred Eligibility Date, as applicable. For purposes of
the Plan, the "Per Share Fair Market Value of Common Stock" shall mean (a) if
the Common Stock is listed on an established stock exchange or exchanges, the
last reported sale price per share on such date on the principal exchange on
which it is traded, or if no sale was made on such date on such principal
exchange, at the closing reported bid price on such date on such exchange, or
(b) if the Common Stock is not then listed on an exchange, the last reported
sale price per share on such date reported by NASDAQ, or if sales are not
reported by NASDAQ or no sale was made on such date, the average of the closing
bid and asked prices per share for the Common Stock in the over-the-counter
market as quoted on NASDAQ on such date, or (c) if the Common Stock is not then
listed on an exchange or quoted on NASDAQ, the average of the closing bid and
asked price on the most recent date the Common Stock traded in the
over-the-counter market.

            4.3 Maximum Offering. Subject to adjustment as provided in Section
8.3, the maximum number of shares that shall be issued under the Plan shall be
300,000. To the extent the total amount of Purchased Common Stock for which
Participants have properly subscribed exceeds 300,000, the 300,000 shares shall
be allocated in integrals of 100 so that subscribing Participants will be
entitled to purchase, subject to the provisions of Section 2.4, 100 shares, 200
shares, 300 shares, 400 shares, 500 shares, 600 shares, 700 shares, 800 shares
and 900 shares until the entire 300,000 shares are allocated.


                                     ARTICLE V
                                   CERTIFICATES

            5.1 Certificates Representing Purchased Common Stock. The Company
will hold the certificates representing Purchased Common Stock until the
Purchase Price thereof has been paid in full by the Participant. The Participant
shall execute a blank stock power enabling the Company to cancel the issuance of
the Purchased Common Stock pursuant to Section 5.2.

            5.2   Cancellation Events.  The following shall be cancellation
events:


                                      -5-

<PAGE>



                  5.2.1 If a Participant suspends or is considered as having
suspended his or her payroll deductions pursuant to Section 3.4 for a period of
time that, were payroll deductions to resume at the prior level, the Participant
Loan would not be repaid within 2 years from the Purchase Date,

                  5.2.2 If a Participant terminates his or her payroll
deductions under the Plan or is deemed to have terminated his or her payroll
deductions pursuant to Section 3.4, or

                  5.2.3 If a Participant leaves the employ of the Company or a
Participating Subsidiary,

and shall fail to pay the balance of his or her Participant Loan by the tenth
business day after receipt of notice from the Committee, the Company shall (a)
return all amounts paid on account of the Purchase Price and (b) cancel the
issuance of the certificates representing the Purchased Common Stock.

            5.3 Payment in Full. Upon payment of the full Purchase Price, the
Company will promptly issue one or more certificates representing the Purchased
Common Stock.

            5.4 Acquisition of Common Stock. The Company may make available
Common Stock for use under the Plan from authorized but unissued shares or
treasury shares, or may acquire Common Stock in the open market or in privately
negotiated transactions for such use.

                                    ARTICLE VI
                                    ACCOUNTING

            6.1 Allocation of Common Stock. Shares of a Participant's Purchased
Common Stock shall be registered in the name of the Participant, subject to the
provisions of Section 5.1.

            6.2 Account Statements. Each Participant shall receive quarterly
statements of all payroll deductions with respect to his or her Account,
together with all other transactions affecting such Account.

                                    ARTICLE VII
                                  ADMINISTRATION

            7.1 Authority of Committee. The Committee shall have the exclusive
power and authority to administer the Plan, including without limitation the
right and power to interpret the provisions of the Plan and make all
determinations deemed necessary or advisable for the administration of the Plan.
All such actions, interpretations and

                                      -6-

<PAGE>



determinations that are done or made by the Committee in good faith shall be
final, conclusive and binding on the Company, the Subsidiaries, the
Participants, the Employees and all other parties claiming through them or any
of them, and shall not subject the Committee to any liability.

            7.2 Committee Procedures. The Committee may select one of its
members as its chairman and shall hold its meetings at such times and places as
it shall deem advisable and may hold telephonic meetings. A majority of its
members then in office shall constitute a quorum. All determinations of the
Committee shall be made by a majority of its members. Any decision or
determination reduced to writing and signed by a majority of the members of the
Committee shall be as fully effective as if it had been made by a majority vote
at a meeting duly called and held. The Committee may appoint a secretary and
shall make such rules and regulations for the conduct of its business as it
shall deem advisable.

            7.3 Expenses. The Company and its Participating Subsidiaries shall
pay all expenses incident to the operation of the Plan, including the costs of
record keeping, accounting fees, legal fees and the costs of delivery of stock
certificates to Participants.

                                   ARTICLE VIII
                                   MISCELLANEOUS

            8.1 Transferability. Neither payroll deductions credited to a
Participant's Account nor any rights with regard to the purchase of Common Stock
under the Plan may be assigned, transferred, pledged or otherwise disposed of in
any way by the Participant other than by will or the laws of descent and
distribution or pursuant to a divorce order.

            8.2 Status as Owner. Each Participant shall be deemed to own legally
all shares of Common Stock allocated to his or her Account and, to the extent
permitted by Nevada law, shall be entitled to exercise all rights associated
with ownership of the shares, including, without limitation, the right to vote
such shares in all matters for which Common Stock is entitled to vote, receive
dividends, if any, and tender such shares in response to a tender offer.

            8.3 Adjustment Upon Changes in Capitalization. In the event of a
reorganization, recapitalization, stock split, spin-off, split-off, split-up,
stock dividend, combination of shares, merger, consolidation or any other change
in the corporate structure of the Company, or a sale by the Company of all or
part of its assets, the Board shall make appropriate adjustments in the number
and kind of shares that are subject to purchase under the Plan.

            8.4   Amendment and Termination.

                  8.4.1 The Board shall have complete power and authority to
amend or terminate the Plan (including without limitation the power and
authority to make any

                                      -7-

<PAGE>



amendment that may be deemed to affect the interests of any Participant
adversely); provided, however, that the Board shall not, without the approval of
the shareholders of the Company (a) increase the maximum number of shares that
may be offered under the Plan (except pursuant to Section 8.3); (b) modify the
requirements as to eligibility for participation in the Plan; or (c) in any
other way cause the Plan to fail the requirements of section 423 of the Code.

                  8.4.2 The Plan and all rights of Employees hereunder shall
terminate on the Cut-Off Date on which the maximum number of shares available
under the Plan has first been exceeded.

                  8.4.3 Notwithstanding the provisions of Section 8.4.2, the
Plan shall terminate on May 31, 1999 regardless of whether the full number of
shares available under Section 4.3 has been purchased. The termination of the
Plan under Section 8.4 shall in no way affect the obligation of a Participant to
repay a Participant Loan.

                  8.4.4 The Board may, but shall have no obligation to do so,
give more than one opportunity to purchase Common Stock under the Plan to an
eligible Employee whether or not such Employee has theretofore elected to
purchase stock, subject however to the limitations in Section 2.4.

            8.5 No Employment Rights. The Plan does not, directly or indirectly,
create in any employee any right with respect to continuation of employment by
the Company or any Subsidiary and it shall not be deemed to interfere in any way
with the Company's or any Subsidiary's right to terminate, or otherwise modify,
an employee's terms of employment at any time.

            8.6 Withholding. To the extent any payments or distributions under
the Plan are subject to Federal, state or local taxes, the Company and any
Participating Subsidiary are authorized to withhold all applicable taxes. The
Company and any Participating Subsidiary may satisfy its withholding obligation
by (a) deducting cash from a Participant's Account or (b) deducting cash from a
Participant's Compensation. A Participant's election to participate in the Plan
authorizes the Company and the appropriate Participating Subsidiary to take any
of the actions described in the preceding sentence.

            8.7 Use of Funds. All payroll deductions held by the Company under
the Plan (other than amounts representing Federal, state or local taxes
withheld) may be used by the Company for any corporate purpose and the Company
shall not be obligated to hold such payroll deductions in trust or otherwise
segregate such amounts.

            8.8 Governing Law. Except to the extent superseded by Federal law,
the laws of the State of Nevada will govern all matters relating to the Plan.


                                      -8-

<PAGE>



            8.9 Stockholder Approval. Notwithstanding the provisions of Section
1.9, the Plan shall not take effect until approved by the stockholders of the
Company.

                                      * * * *

            To record the adoption of the Plan, Riviera Holdings Corporation has
caused its authorized officers to affix its corporate name and seal this _____
day of ___________________, 1996.


[CORPORATE SEAL]                             RIVIERA HOLDINGS CORPORATION



Attest: __________________________           By:______________________________


                                      -9-

<PAGE>



                                                                   EXHIBIT 4.6

                           RIVIERA HOLDINGS CORPORATION
                          NONQUALIFIED STOCK OPTION PLAN
                            FOR NON-EMPLOYEE DIRECTORS


            1. Purpose. The purpose of this Plan is to assist Riviera Holdings
Corporation (the "Company") in attracting and retaining dedicated and qualified
persons to serve as non-employee Directors of the Company.

            2. Shares. The total number of shares that may be issued pursuant to
this Plan shall not exceed 50,000 shares of the Company's common stock, par
value $.001 per share ("Common Stock"), except to the extent of adjustments
authorized by Paragraph 6 of this Plan. Such shares may be Treasury shares or
shares of original issue or a combination of the foregoing. If any option
terminates, expires or is cancelled with respect to any shares of Common Stock,
new options may thereafter be granted covering such shares of Common Stock.

            3. Eligibility and Option Grants. The following options to purchase
Common Stock are hereby granted under this Plan:

                  (a) An option to purchase 2,000 shares of Common Stock to each
            person who on the effective date of this Plan is a non-employee
            Director of the Company, provided that any such person who has been
            granted options under the Company's 1993 Stock Option Plan will have
            the amount of such options deducted from such option to purchase
            2,000 shares (and if options to purchase more than 2,000 shares have
            been granted, then no options will be granted under this Paragraph
            3(a)).
                  (b) An option to purchase 2,000 shares of Common Stock to each
            person who on the anniversary of the effective date of this Plan is
            a non-employee Director of the Company.

                  (c) With respect to each person who first became or becomes a
            non-employee Director of the Company after the effective date of the
            Plan, a one-time grant of an option to purchase 2,000 shares of
            Common Stock granted as of the date such person first became or
            becomes a Director.

                  (d) The date of grant under Paragraphs 3(a), 3(b) and 3(c)
            shall be as follows: under Paragraph 3(a), the effective date of
            this Plan; under Paragraph 3(b), the anniversary of the effective
            date of this Plan; and under Paragraph 3(c), for a person who became
            a Director after the effective date of this Plan, the date such
            person first became or becomes a Director. Notwithstanding the
            foregoing, for purposes of Paragraphs 3(b) and 3(c) hereof, if the
            anniversary of the effective date of this Plan or the date on which
            a person first became or becomes a Director falls on a Saturday,
            Sunday or


<PAGE>



            legal holiday, the date of grant shall be the first business day
            following such anniversary date or the date such person first became
            or becomes a Director.

            4. Terms and Conditions of Options. Each option granted hereunder
shall be evidenced by a Stock Option Agreement substantially in the form of
Exhibit A attached hereto with the blanks appropriately filled in. No option
granted under this Plan shall be transferable otherwise than (i) by will or the
laws of descent and distribution or (ii) pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code, as in effect from time
to time or Title I of the Employee Retirement Income Security Act, or the rules
thereunder. The Exercise Price per share of each such option shall be the fair
market value per share of Common Stock determined as of the date of grant. "Fair
Market Value" shall mean: (a) if the Common Stock is traded on an exchange, the
closing price at which a share of Common Stock is traded on the date of
valuation or if there is no trading on such date, the closing price on the most
recent date of trading; (b) if the Common Stock is traded over-the-counter on
the NASDAQ System, the mean between the bid and asked closing prices of a share
of Common Stock on said System at the close of business on the date of valuation
or, if there is no bid and asked prices on such date, the average of the bid and
asked closing prices on the most recent date of trading or, if the Common Stock
is designated a National Market security, the closing price at which a share of
Common Stock traded on the date of valuation or if there is no trading on such
date, the closing price on the most recent date of trading; and (c) if neither
(a) nor (b) applies, the fair market value as determined by the Board in good
faith. Such determination shall be conclusive and binding on all persons.

            5. Administration. No option may be granted under this Plan after
July 1, 2003 but options granted prior to that date shall continue to be
exercisable after that date in accordance with their terms.

            6. Adjustments Upon Capitalization and Corporate Changes. The Board
may make or provide for such adjustments in the option price and in the number
or kind of shares of the Common Stock or other securities covered by outstanding
options as the Board in its sole discretion, exercised in good faith, may
determine is equitably required to prevent dilution or enlargement of the rights
of optionees that would otherwise result from (a) any stock dividend, stock
split, combination of shares, recapitalization or other change in the capital
structure of the Company, or (b) any merger, consolidation, reorganization,
separation, partial or complete liquidation, issuance of rights or warrants to
purchase stock, or (c) any other corporate transaction or event having an effect
similar to any of the foregoing. Notwithstanding anything to the contrary, in
the event of a merger or consolidation in which the Company is not the surviving
corporation and the agreement of merger or consolidation provides for the
assumption of options granted, and the Company's obligations, under this Plan,
the shares of common stock or securities of the successor corporation may be
issued under this Plan in lieu of shares of Common Stock, subject to all the
adjustments which the Board may determine is equitably required under this
Paragraph 6 and such substitution of securities shall not require the consent of
any

                                      -2-

<PAGE>



person who is granted options pursuant to this Plan. The Board may also make or
provide for such adjustments in the number or kind of shares of Common Stock or
other securities (including, but not limited to, shares of a successor
referenced above) which may be sold under this Plan, and in the number of shares
granted to newly elected Directors under Paragraph 3(c) of this Plan, as such
Board in its sole discretion, exercised in good faith, may determine is
appropriate to reflect any transaction or event described in the two preceding
sentences.

            7. Amendment. This Plan may be amended from time to time by the
Board, but without further approval by the shareholders of the Company no such
amendment shall (a) increase the aggregate number of shares of Common Stock that
may be issued and sold under this Plan (except that adjustments authorized by
the last sentence of Paragraph 6 shall not be limited by this provision) or (b)
change the designation in Paragraph 3 of the class of persons eligible to
receive options or (c) cause Rule 16b-3 promulgated under the Securities and
Exchange Act of 1934, as amended (or any successor rule to the same effect), to
cease to be applicable to this Plan. In no event shall the provisions of this
Plan relating to (i) the number of shares of Common Stock for which an option
may be granted, (ii) the option price, and (iii) the timing of the grant and
vesting of an option, be amended more than once every six months, with the
exception of amendments required to comport with changes in the Internal Revenue
Code of 1986, as amended, the Employee Retirement Income Security Act, or the
rules promulgated thereunder.

            8. Miscellaneous. Except as provided in this Plan, no Non-Employee
Director shall have any claim or right to be granted an option under this Plan.
Neither this Plan nor any action hereunder shall be construed as giving any
Director any right to be retained in the service of the Company.

            9. Effective Date. This Plan shall be effective May 10, 1996 or such
later date as stockholder approval is obtained.

                                      -3-

<PAGE>



                                     EXHIBIT A


                            STOCK OPTION AGREEMENT FOR
                          NONQUALIFIED STOCK OPTION PLAN
                            FOR NON-EMPLOYEE DIRECTORS


            WHEREAS, _________________ (the "Optionee") is a non-employee
Director of Riviera Holdings Corp., a Nevada corporation (the "Company"); and

            WHEREAS, the execution of a Stock Option Agreement in the form
hereof has been duly authorized by a resolution of the Board of Directors of the
Company duly adopted on _____________ and incorporated herein by reference;

            NOW, THEREFORE, the Company hereby grants to the Optionee a
nonqualified option pursuant to the Company's Nonqualified Stock Option Plan for
Non- Employee Directors (the "Plan") to purchase _______ shares of the Company's
common stock, par value $.001 per share ("Common Stock"), at the price of
$__________ per share, and agrees to cause certificates for any shares purchased
hereunder to be delivered to the Optionee upon payment of the purchase price in
full, all subject, however, to the terms and conditions hereinafter set forth.

            1(a). This option (until terminated as hereafter provided) shall
become exercisable to the extent of 20% of the shares specified above after the
Optionee shall have continuously served as a non-employee Director for a period
of one year from the date of this Agreement, and to the extent of an additional
20% after each of the next four successive years during which the Optionee shall
have continuously served as a non-employee Director. To the extent exercisable,
this option shall be exercisable in whole at any time or in part from time to
time.

            (b) Upon a filing pursuant to any federal or state law in connection
with any tender offer for shares of the Company (other than a tender offer by
the Company) or upon the signing of any agreement for the merger or
consolidation of the Company with another corporation or for sale of all or
substantially all of the assets of the Company or upon adoption of any
resolution of reorganization or dissolution of the Company by the shareholders
or upon the occurrence of any other event or series of events, which tender
offer, merger, consolidation, sale, reorganization, dissolution or other event
or series of events, in the opinion of the Board of Directors, will, or is
likely to, if carried out, result in a change of control of the Company, the
option granted hereby shall, notwithstanding the first sentence of this
Paragraph, become immediately exercisable in full. If any such tender offer,
merger, consolidation, sale, reorganization, liquidation or other event or
series of events mentioned in the immediately preceding sentence shall be
abandoned, the Board of Directors may by notice to the Optionee nullify the
effect thereof and reinstate the provisions of the first sentence of this
Paragraph, but without prejudice to any exercise of this option that may have
occurred prior to such nullification. Notwithstanding anything to


<PAGE>



the contrary in this agreement, in the event of a merger or consolidation in
which the Company is not the surviving corporation and the agreement of merger
or consolidation provides for the assumption of options granted, and the
Company's obligations, under the Plan, the date of exercisability of each
outstanding option granted hereby shall not be accelerated as referenced above
and the shares of common stock or securities of the successor corporation may be
issued under the Plan in lieu of shares of Common Stock, subject to all the
adjustments which the Board (as defined in the Plan) may determine is equitably
required under Paragraph 6 of the Plan; in such event, the optionee hereby
consents to the substitution of such successor corporation's securities.

            2. In order to exercise this option, the person or persons entitled
to exercise it shall give written notice to the Company specifying the number of
shares to be purchased pursuant to the exercise of the option. This notice shall
be accompanied by payment for the shares. The option price shall be payable (a)
in cash or by check acceptable to the Company, (b) by transfer to the Company of
shares of Common Stock which have been owned by the Optionee for not less than
six months prior to the date of exercise and which have a fair market value on
the date of exercise equal to the option price, or (c) by a combination of such
methods of payment. The requirement of payment in cash shall be deemed satisfied
if the Optionee shall have made arrangements satisfactory to the Company with a
broker who is a member of the National Association of Securities Dealers, Inc.
to sell a sufficient number of the shares being purchased so that the net
proceeds of the sale transaction will at least equal the option exercise price
and pursuant to which the broker undertakes to promptly deliver the full option
exercise price to the Company.

            3.    This Option shall terminate on the earliest of the following
dates:

                  (a) Three months after the date on which the Optionee ceases
            to be a non-employee Director of the Company, unless he ceases to be
            such Director by reason of death or disability or unless such
            non-employee Director becomes an employee-Director subsequent to the
            date this option was granted pursuant to the Plan;

                  (b) Three months after the date of a qualified domestic
            relations order, as defined by the Code or Title I of the Employee
            Retirement Income Security Act, or the rules thereunder, requiring
            the transfer of all or a portion of this option to the spouse of the
            Optionee (the "Qualified Domestic Relations Order") only with
            respect to such portion as is transferred.

                  (c)   One year after the death or disability of the Optionee
            if the Optionee dies or becomes disabled while a Director of the
            Company; and

                  (d)   Ten years from the date on which this option was
            granted.


                                      -2-

<PAGE>



                  For purposes of this Paragraph 3, "disability" shall mean the
condition of an Optionee who is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than twelve months.

            4. This option is not transferable by the Optionee otherwise than
(i) by will or the laws of descent and distribution or (ii) pursuant to a
Qualified Domestic Relations Order.

            5. This option is exercisable, during the lifetime of the Optionee
(i) only by him or by his guardian or legal representative or (ii) in the case
of the transfer of all or a part of this Option pursuant to a Qualified Domestic
Relations Order, by the spouse of the Optionee.

            6. This option shall not be exercisable if such exercise would
involve a violation of any applicable federal or state securities law, and the
Company hereby agrees to make reasonable efforts to comply with such securities
laws.

            7. If the Company shall be required to withhold any federal, state,
local or foreign tax in connection with the exercise of this option, it shall be
a condition to such exercise that the Optionee pay or make provision
satisfactory to the Company for payment of all such taxes.

            8. Nothing in this Agreement or the Plan shall entitle the Optionee
to continue to serve as a Director of the Company until this option becomes
exercisable in full or for any other period.

            9.    This Agreement shall be subject to all of the terms and
conditions of the Plan.

            EXECUTED at Las Vegas, Nevada, this ____ day of ______________,
19__.

                                          RIVIERA HOLDINGS CORP.


                                          By____________________________

                                          Its____________________________


                                      -3-

<PAGE>



            The undersigned Optionee hereby acknowledges receipt of an executed
original of this Stock Option Agreement and accepts the option granted
thereunder.

                                          ------------------------------
                                                     Optionee


                                      -4-

<PAGE>



                                                                    EXHIBIT 4.7


                           RIVIERA HOLDINGS CORPORATION
                              STOCK COMPENSATION PLAN
                           FOR DIRECTORS SERVING ON THE
                              COMPENSATION COMMITTEE


      1. Purpose. The purpose of this Plan is to assist Riviera Holdings
Corporation (the "Company") in attracting and retaining dedicated and qualified
persons to serve on the Compensation Committee (the "Compensation Committee") of
the Board of Directors of the Company (the "Board") and allowing such Directors,
who are not eligible under certain of the Company's Stock Option Plans, to
increase their financial stake in the Company through ownership of Common Stock
(as defined), thereby underscoring such Directors' mutual interest with
stockholders in increasing the long-term value of the Company's Common Stock.

      2. Shares. Each year, the Company will reserve for issuance under this
Plan such number of shares of the Company's common stock, par value $.001 per
share (the "Common Stock"), as will be required to allow each Director on the
Compensation Committee to receive his or her compensation for serving as a
Director in shares of Common Stock. Such shares may be treasury shares or shares
of original issue or a combination of both. If any Director does not elect to
receive payment in shares of Common Stock, such shares may be retained by the
Company for use in future years.

      3. Election. Each Director who elects to receive all or part of his or her
compensation in shares of Common Stock (the "Election") must notify the Company
(which notice need not be in writing) no later than noon, Las Vegas time, on the
date payment for such compensation is due (the "Payment Date") of such Election
and the amount to be received in Common Stock and cash, if any. The Director's
cash compensation shall be converted into Common Stock at the Fair Market Value
of Common Stock determined as of the Payment date. The Fair Market Value shall
mean (a) if the Common Stock is traded on an exchange, the closing price at
which a share of Common Stock is traded on the date of valuation or if there is
no trading on such date, the closing price on the most recent date of trading;
(b) if the Common Stock is traded over-the-counter on the NASDAQ System, the
mean between the bid and asked closing prices of a share of Common Stock on said
System at the close of business on the date of valuation or, if there are no bid
and asked prices on such date, the average of the bid and asked closing prices
on the most recent date of trading or, if the Common Stock is designated a
National Market security, the closing price at which a share of Common Stock
traded on the date of valuation or if there is no trading on such date, the
closing price on the most recent date of trading; and (c) if neither (a) nor (b)
applies, the fair market value as determined by the Board (excluding members of
the Compensation Committee) in good faith. Such determination shall be
conclusive and binding on all persons.



<PAGE>



      4. Amendment. This Plan may be amended from time to time or terminated by
the Board (excluding members of the Compensation Committee) at its sole
discretion.

      5. Miscellaneous. (a) Except as provided in this Plan, no Director on the
Compensation Committee shall have any claim or right to purchase Common Stock
from the Company. Neither this Plan nor any action hereunder shall be construed
as giving any Director any right to be retained in the service of the Company.

      (b) A Director may not purchase Common Stock under this Plan if such
purchase would involve a violation of any applicable federal or state securities
laws, and the Company hereby agrees to make reasonable efforts to comply with
such securities laws.

      (c) If the Company shall be required to withhold any federal, state, local
or foreign tax in connection with the purchase of Common Stock, it shall be a
condition to such purchase that the Director pay or make provision satisfactory
to the Company for payment of all such taxes.

      6. Effective Date. This Plan shall be effective March 1, 1996 upon
approval of the Board.


                                      -2-

<PAGE>



                                                                    EXHIBIT 5.1






















                                  May 10, 1996



Riviera Holdings Corporation
2901 Las Vegas Boulevard South
Las Vegas, Nevada 89109

Gentlemen:

            We refer to the registration of 880,000 shares (the "Shares") of
Common Stock, par value $.001 per share, of Riviera Holdings Company (the
"Company") to be offered pursuant to (i) the Riviera Holdings Corporation 1993
Stock Option Plan (480,000 shares), (ii) the Riviera Holdings Corporation Stock
Purchase Plan (300,000 shares), (iii) the Riviera Holdings Corporation
Nonqualified Stock Option Plan for Non-Employee Directors (50,000 shares) and
(iv) the Riviera Holdings Corporation Stock Compensation Plan for Directors
Serving on the Compensation Committee (50,000 shares) (collectively, the
"Plans") in a registration statement on Form S-8 (the "Registration Statement")
to be filed under the Securities Act of 1933.

            In connection with the foregoing, we have reviewed such records,
documents, agreements and certificates, and examined such questions of law, as
we have considered necessary or appropriate for the purpose of this opinion. In
making our examination of records, documents, agreements and certificates, we
have assumed the authenticity of the same, the correctness of the information
contained therein, the genuineness of all signatures and the conformity to
authentic originals of all items submitted to us as copies (whether certified,
conformed, photostatic or by other electronic means) of records, documents,
agreements or certificates.

            Based upon the foregoing, we are of the opinion that, when issued
against receipt of the agreed purchase price therefor pursuant to the terms of
the Plans, the Shares will be validly issued, fully paid and nonassessable.




<PAGE>


Riviera Holdings Corporation
May 10, 1996
Page 2


            We are members of the Bar of the State of New York, and we express
no opinion as to the laws of any jurisdiction other than the laws of the United
States of America, the State of New York and, to the extent necessary to render
this opinion, the General Corporation Law of the State of Delaware.

            We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement.



                                        Very truly yours,


                                        /s/ Dechert Price & Rhoads



<PAGE>



                                                                   EXHIBIT 13.1

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------
                                    FORM 10-K

     Mark One)
[X]  Annual report pursuant to section 13 or 15(d) of the Securities Exchange
     Act of 1934 [Fee Required]

For the fiscal year ended December 31, 1995

[ ]  Transition report pursuant to section 13 or 15(d) of the Securities
     Exchange Act of 1934 [Fee Required]

For the transition period from ________________ to ___________________

                        Commission file number 000-21430

                          RIVIERA HOLDINGS CORPORATION
             (Exact name of Registrant as specified in its charter)

      Nevada                                           88-0296885
- ------------------------                   ------------------------------------
(State of Incorporation)                   (I.R.S. Employer Identification No.)

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

Registrant's telephone number, including area code:  (702) 734-5110
                                                     --------------

Securities registered pursuant to Section 12(b) of the Act:  None
                                                             ----

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of class)

     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 that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    YES [X] NO [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Registration S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or amendment
to this Form 10-K. [X]

         Based on the average price bid for the Registrant's Common Stock as of
March 6, 1996, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $42,000,000.

         As of March 6, 1996, the number of outstanding shares of the
Registrant's Common Stock was 4,800,000.

Documents incorporated by reference: The Company's Proxy Statement dated April
12, 1996, relating to the Annual Meeting of Stockholders to be held on May 10,
1996, is incorporated by reference in Part III hereof.

================================================================================
                               Page 1 of 28 Pages
                    Exhibit Index Appears on Page 24 Hereof.


                                        1

<PAGE>



                   RIVIERA HOLDINGS CORPORATION AND SUBSIDIARY
                    ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
                          YEAR ENDED DECEMBER 31, 1995

                                TABLE OF CONTENTS


Item 1.  Business............................................................3
         General.............................................................3
         Business Strategy...................................................3
         Marketing...........................................................5
         Credit..............................................................7
         Operations..........................................................8
         Competition.........................................................8
         Riviera Gaming Management...........................................9
         Employees and Labor Relations......................................10
         Regulation and Licensing...........................................10
         Alcoholic Beverages................................................14
         Federal Registration...............................................15

Item 2.  Properties.........................................................15

Item 3.  Legal Proceedings..................................................15

Item 4.  Submission of Matters to a Vote of Security Holders................15

Item 5.  Market for the Registrant's Common Stock and Related
           Security Holder Matters..........................................16

Item 6.  Selected Financial Data............................................17

Item 7.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations........................................17
         Results of Operations..............................................17
         Comparison of Year Ended December 31, 1995 Versus 1994.............19
         Comparison of Twelve Months Ended December 31, 1994
           Versus the Twelve Months Ended December 31, 1993
           (First Six Months of 1993 [Predecessor] and Six
           Months Ended December 31, 1993 [Successor])......................20
         Liquidity and Capital Resources....................................21

Item 8.  Financial Statements and Supplementary Data........................23

Item 9.  Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure..............................23

Item 10. Directors and Executive Officers of the Registrant.................23

Item 11. Executive Compensation.............................................24

Item 12. Principal Shareholders.............................................24

Item 13. Certain Relationships and Related Transactions.....................24

Item 14. Exhibits, Financial Statement Schedules and
           Reports on Form 8-K..............................................24


                                        2

<PAGE>



Item 1.   Business

General

          Riviera Holdings Corporation, a Nevada corporation (the "Company"),
operates the Riviera Hotel & Casino (the "Hotel & Casino") through its
wholly-owned subsidiary, Riviera Operating Corporation, a Nevada corporation
("ROC"). The Hotel & Casino is located on a 26-acre site at the north end of the
heavily-traveled Las Vegas Strip, directly across from Circus Circus. The Hotel
& Casino began operations in 1955 and was substantially renovated and expanded
in the years prior to 1990. The Hotel & Casino complex consists of approximately
1,700,000 square feet and includes a 105,000 square- foot casino, a 100,000
square-foot convention, meeting and banquet facility, approximately 2,100 hotel
rooms (including 180 luxury suites), five full-service restaurants, four
showrooms, a 200 seat entertainment lounge, 44 food and retail concessions and
approximately 2,900 parking spaces. The casino offers approximately 1,200 slot
machines, 54 gaming tables, a 58-seat keno lounge and a 200-seat race and sports
book lounge. Consistent with its emphasis on slot machine play, the casino has a
large variety of slot and video poker devices designed to appeal to a wide
variety of customers, including a number of machines designed specifically for
use at the Hotel & Casino.

          The Hotel & Casino's room occupancy rates (including both paid and
complimentary rooms) were 97.2% in 1994 and 97.0% 1995. Complimentary rooms
represented 6.0% and 5.1% of total room occupancy, respectively. Based on the
Nevada Gaming Abstract published by the Gaming Board, occupancy rates for 19
similar hotel-casinos on the Las Vegas Strip ranged from 95.5% in 1994 to 94.1%
in 1995 (based on June 30 fiscal years).

Seasonality

          The operations of the Hotel & Casino are conducted 24 hours a day,
every day of the year. Management considers the business of the Hotel & Casino
to be moderately seasonal, with December generally being the slowest month.

Business Strategy

          A new management team was installed in early 1992. This new team
implemented a business strategy which changed the focus of the Hotel & Casino
from dedicated gamblers to customers seeking a broader entertainment experience
which includes gaming. In accordance with this new strategy, the management team
repositioned the Hotel & Casino to appeal to slot customers and profitable mid-
level table games customers. Prior to implementing this strategy, the Hotel &
Casino had focused on attracting disparate segments of the gaming market,
including high-end table games customers (particularly baccarat players) as well
as "junket" and low-end table games customers. While the marketing efforts of
the Hotel & Casino, prior to the implementation of the new business strategy,
were directed to the Eastern and Midwestern United States as well as certain
foreign countries, a substantial portion of the visitors to Las Vegas lived in
the Southwestern United States and Southern California. Consequently, the new
management team redirected the marketing efforts to focus primarily on the
Southwestern United States and Southern California in order to increase the
Hotel & Casino's share of customers from these areas. Also, the new management
team initiated aggressive promotional programs to attract competitors' slot
customers already frequenting Las Vegas.

                                        3

<PAGE>



A Broad Entertainment Experience

          Management is seeking to attract customers who want a broad
entertainment experience. For certain customers, gaming is the primary draw and
other entertainment is secondary. Entertainment includes the variety show Splash
II, La Cage, Crazy Girls, Riviera Comedy Club and Bottoms Up, all of which are
augmented by special events and in-house promotions. The Splash Theater was
closed December, 1994, in order to remodel the stage and showroom for the new
Splash II which opened June 23, 1995.

Emphasis on Slot Play

          Since 1992 slot play at the Hotel & Casino has been increased by
replacing old slot machines, installing bill acceptors on slot machines,
introducing slot clubs and tournaments, creating a friendly atmosphere and
providing improved service to slot customers. In order to improve the overall
comfort level of its slot customers, management has added hosts to serve players
in slot machine areas, and promotional programs to attract incremental slot
players.

Reduce Revenue Volatility

          In order to reduce the volatility of the financial performance of the
Hotel & Casino, management has taken steps to establish the Hotel & Casino as
being in the "gaming" business rather than the "gambling" business. Management
has taken several measures to accomplish this transition from gambling to
gaming. Table limits and credit amounts were significantly reduced for baccarat
in order to reduce exposure to high-risk play. The sports book's operations were
turned over to a third-party operator in 1992, which has reduced the casino's
exposure to high-risk sports betting. The Race book is part of the parimutuel
system for available tracks, thereby significantly reducing fluctuations in
revenue by eliminating big losses on single races.

Reconfigure Public Areas

          The casino was reconfigured to accommodate the new business strategy.
In addition to replacing old slot machines and installing bill acceptors, the
Company reduced the size of the baccarat area, and relocated it to the main pit
of the casino. Also, the gaming area was reconfigured to improve the flow of
customer traffic. In order to capitalize on a substantial amount of unused space
in the facility, several retail shops and various concessions were added. These
shops and concessions provide additional rental income to the Hotel & Casino.

Focus on Repeat Customers

          Generating customer satisfaction and retaining their loyalty is a
critical component of management's business strategy. The Hotel & Casino
attracts customers from its primary markets by: 1) promotional programs, 2)
focused marketing efforts, 3) developing strong relationships with specific
travel wholesalers and 4) repeat visitors. The percentage of repeat hotel room
guests increased from 37% in 1994 to 38% in 1995.


                                        4

<PAGE>



Walk-in Customers

          Walk-in customers are those who patronize a facility's casino but are
not room guests of its hotel. Management believes that a number of factors may
favorably affect the volume of walk-in business at the Hotel & Casino. These
factors include the location of the Hotel & Casino across the street from Circus
Circus and the Stardust Hotel, and being within walking distance of the Las
Vegas Convention Center. In addition, management believes that walk-in business
may be increased by the extensive entertainment attractions at the Hotel &
Casino, the design and atmosphere of its casino area and the quality, pricing
and variety of its restaurants.

Focus on Convention Customers

          The Hotel & Casino has over 100,000 square feet of convention space
which is the fifth largest convention facility in Las Vegas. The increase in
number of hotel rooms at the south end of the Las Vegas Strip has created severe
traffic congestion in that area making the Hotel & Casino at the north end of
the Strip a far more convenient location for convention attendees. City-wide
convention visitors will pay a premium room rate for this convenience.
Management has focused its efforts on attracting convention attendees who will
also patronize the casino, entertainment and food and beverage services of the
Hotel and Casino.

Marketing

General

          The operating revenues and income of the Hotel & Casino depend upon
the level of gaming activity in the casino as well as optimizing the profits
from food and beverage, lodging, convention facilities, entertainment and retail
operations. Accordingly, the goal of the marketing efforts of the Hotel & Casino
is to attract hotel guests and gaming customers. The entertainment, food,
beverage and other related services are intended to complement the casino
operations. The Hotel & Casino has one of the most extensive entertainment
programs in Las Vegas, offering five different regularly scheduled shows and
special appearances by headline entertainers in concert. Splash II, a 90-minute
production variety show, is presented twice each night, seven nights per week
(The Splash Theater was closed December 1994, in order to remodel the stage and
showroom for the new Splash II which opened June 23, 1995.). The Riviera Comedy
Club, a one-hour stand-up comedy show, is presented two times per night on five
nights per week, and three times per night on two nights per week. La Cage, a
90-minute female star impersonator show, is presented two times per night on
four nights per week, and three times per night on Wednesday and Saturday. Crazy
Girls, an adult-oriented production is presented two times per night on five
nights per week, and three times per night on Saturday. Bottoms Up, an afternoon
comedy review, is presented two times per day, five days per week. In addition,
the Hotel & Casino sponsors special events, such as the Las Vegas Bowl football
game and presents major concerts, such as The Beach Boys, in order to promote
itself to the general public.

          While it is impracticable to distinguish accurately between local and
tourist clientele, management believes that a substantial percentage of the
casino business at the Hotel & Casino is derived from tourists, principally from
Southern California and the Southwestern United States.


                                        5

<PAGE>



          Management's strategy is to target customers in the mid-level gaming
segment. The Hotel & Casino has adopted a marketing approach intended to develop
a loyal following of repeat customers. The key element of this approach is the
tailoring of promotional offers to match the specific requirements and
circumstances of targeted customers. This approach is achieved through the use
of a proprietary database marketing system for table games customers, and for
tracking slot customers based on a system employing computerized card reader
technology. The casino database system was upgraded to "state of the art" in the
first half of 1995. Each slot and table games customer is encouraged to join a
program which allows the customer to earn various complimentary services and
cash bonuses dependent upon level of gaming play. Slot club program members are
issued club cards and computer systems record certain information about each
member. Promotional offers are then made to customers based on their level of
gaming activity. The promotional offers are conveyed to customers by direct mail
and telemarketing.

Business Mix Strategy

          The Hotel & Casino's customers are attracted from the following
principal market segments: vacationers, (tour operators, travel agent groups,
travel agent reservations, individual reservations), slot and casino marketing
programs, and conventions (city wide conventions, associations, corporate, and
incentive.) It is the Hotel's objective to achieve maximum occupancy and room
rate, as well as obtain the most profitable business mix at all times.

Vacationers

          The principal components of this segment are tour operators who
produce customers primarily from outside the southwest regional market. These
customers take advantage of travel packages (air and room) produced by wholesale
operators. Management has developed specialized marketing programs and has
cultivated relationships with wholesale operators who meet management's criteria
concerning market penetration, reputation, and production. Management has also
developed important relationships with, and specialized programs for, certain
major domestic air carriers and travel agencies to expand the vacationer market.

Slot & Casino Marketing Programs

          Various gaming marketing programs are implemented to attract slot and
table game customers which produce room nights and gaming revenue on a
consistent, profitable basis. Discounted room rates are offered to customers who
meet established gaming requirements, which also has produced a large database
and repeat clientele. The Hotel & Casino is marketed to gaming customers through
direct sales by the in-house marketing staff, by independent representatives
located in a number of major cities, and by third-party referrals. These
programs produce significant repeat clientele. The Hotel & Casino has compiled a
computer database to help identify customers requirements and preferences.

$40 For $20 Slot Promotion

          This innovative program offers the customer $40 of slot play on
promotional machines for $20 in cash. If the customer does not win a jackpot of
at least $40, a prize with a retail value of at

                                        6

<PAGE>



least $40 is awarded. The customer may select from a wide variety of premiums
which the Hotel & Casino purchases in the Far East.

Conventions

          Convention business is generally considered to represent gatherings of
large trade organizations or other groups requiring 500 or more rooms per night
in addition to substantial meeting and banquet space and other facilities.
Included are city-wide events involving multiple locations and smaller events
headquartered and housed at one facility. Convention business, which provides
higher room rates than those offered to tour and travel operators and which is
also mid-week oriented, is a major target for the Hotel & Casino with its
100,000 square feet of exhibit, meeting and banquet space. Convention business
also provides certain advance planning benefits, since planning for conventions
typically begins two to four years in advance of the convention date. The
management team focuses the marketing efforts of the Hotel & Casino to book
those conventions whose participants have the most active gaming profile and
higher room rate, banquet and function spending profiles. A portion of the
convention business of the Hotel & Casino is derived from smaller corporate
meetings (those requiring fewer than 500 rooms per night) and corporate
incentive programs (travel packages produced by third parties for corporations
desiring to motivate and reward their employees). The Hotel & Casino is located
within walking distance of the Las Vegas Convention Center which increases the
Riviera's attractiveness to visitors who want to avoid the strips traffic
congestion particularly around the mega-resorts at the south end of the Las
Vegas Strip.

Credit

          The percentage of table games volume at the Hotel & Casino represented
by credit play declined from approximately 20% in 1994 to 17% in 1995. The
continuing decline was the result of the application of stricter credit policies
and a reduction of baccarat table limits. The decline also resulted from the
decision of the management team at the Hotel & Casino to redirect its business
away from high-level wagerers and to focus, instead, on the mid-level wagerer
segment of the casino business. Because the extension of credit is necessary for
the success of a marketing strategy aimed at high-level wagerers but is not as
necessary for success with mid-level wagerers, management expects that providing
credit, and risks associated with possible losses on uncollectible and
discounted receivables, will become less significant to the Hotel & Casino.
However, because management intends to maintain a balanced marketing strategy
which will include some level of credit being extended, providing credit and the
risks associated therewith will remain significant.

          Receivables from casino operations declined from approximately
$3,850,000 on December 31, 1994 to approximately $2,600,000 on December 31,
1995. In addition, the allowance for bad debts from casino operations declined
from approximately $1,100,000 on December 31, 1994, to approximately $500,000 at
December 31, 1995. These declines resulted primarily from the imposition of
stricter credit standards as a result of the redirection of marketing efforts
from high-level to mid-level wagerers. There was an increase in the allowance
for casino bad debts of approximately $500,000 in the fourth quarter of 1994 due
to the devaluation of the Mexican peso and its effect on collectability. During
1995, substantially all of the remaining uncollected Mexican accounts were
written off.


                                        7

<PAGE>



          Management maintains controls over the issuance of credit and
aggressively pursues collection of its customer receivables. Such collection
efforts parallel those procedures commonly followed by most large corporations,
including the mailing of statements and delinquency notices, personal and other
contacts, the use of an outside collection agency, civil litigation and criminal
prosecution, if warranted. Nevada gaming debts evidenced by credit instruments,
and judgments enforcing such instruments, are enforceable under the laws of
Nevada and certain other jurisdictions, but are not enforceable in certain
states and foreign countries because of public policy considerations against
gaming. All states are required to enforce a judgment on a gaming debt entered
in Nevada pursuant to the Full Faith and Credit Clause of the United States
Constitution and, although foreign countries are not so bound, the assets in the
United States of foreign debtors may be reached to satisfy judgments entered in
the United States. However, in some instances it may be impractical or
uneconomical to pursue the enforcement of such judgments.

Operations

          The Hotel & Casino maintains controls over the recording and
safekeeping of all receipts and disbursements through various means, including
locked cash boxes, personnel independent of casino operations performing daily
cash and coin counts, floor observation of the gaming area, closed-circuit
television observation of gaming and certain other areas, computer tabulation of
receipts and disbursements for each gaming machine and table and timely analysis
of discrepancies or deviations from normal performance.

          The Hotel & Casino maintains fire insurance and business interruption
insurance, general and excess/umbrella liability insurance policies and offers
its non-bargaining employees the option to choose either a fully indemnified
"HMO" (Health Maintenance Organization) or a self-insured "PPO" (Preferred
Provider Organization) form of employee medical insurance. In addition, all
enrolled non-bargaining employees receive self-insured dental, vision, life and
disability coverage. Management believes that current insurance is adequate to
reasonably cover foreseeable risks for excess liability.

          Management believes that the Hotel & Casino is in compliance with all
material fire safety legal requirements. As part of the continued fire safety
review process conducted at the Hotel & Casino, management upgraded the systems
in 1994 and 1995, by consolidating two fire safety control centers into one
primary control center and establishing a separate back-up emergency control
center. These improvements, together with the related expansion of emergency
communications systems, enhanced the ability of the Hotel & Casino to provide a
safe facility for its customers.

Competition

          The Hotel & Casino competes with a number of other casino-hotels in
Las Vegas. Currently, there are approximately 20 major casinos located on or
near the Las Vegas Strip, nine major casino-hotels located in the downtown area
and several major facilities located elsewhere in the Las Vegas area. Las Vegas
casino square footage and room capacity are continuing to increase, principally
as a result of expansion and new construction projects by casino-hotels located
on or near the Strip. Between September 15, 1989 and December 31, 1992, Las
Vegas hotel and motel room capacity increased by 13,000 rooms (20%) from 63,000
to 76,000 rooms. This increase includes the opening of the 3,000-room Mirage and
the Excalibur. Based on data compiled by a national accounting firm, the

                                        8

<PAGE>



opening of the Mirage and Excalibur did not significantly affect the casino
revenues of a group of 12 casinos (including the Hotel & Casino) on the Las
Vegas Strip.

          Three major casino-hotels on the Las Vegas Strip opened in late 1993;
the 2,500-room Luxor, the 3,000-room Treasure Island, and the 5,000-room MGM
Grand casino-hotel and theme park, increasing the capacity in Las Vegas to
approximately 85,000 rooms. During 1994, the Hotel and Casino experienced
increases in revenues and profits as the demand for hotel rooms continued to
exceed the supply.

          Various other expansion projects have been announced or are in
progress which may affect the business of the Hotel & Casino including New York,
New York (2,500 rooms), Monte Carlo (3,000 rooms), Bellagio ( 3,000 rooms),
Stratosphere (2,500 rooms) and the Circus Circus projects on the South end of
the Strip. Circus Circus has announced that they will be building an additional
1,000 rooms across from the Hotel & Casino in 1996. William Bennett, former
principal owner of Circus Circus has acquired the Sahara Hotel & Casino and has
announced expansion plans. Many casino-hotels (new and old) in Las Vegas have
far greater capital resources than the Hotel & Casino. Management believes that
the new hotels and "theme" attractions will both increase competitive pressures
and offer opportunities resulting from the increase in visitors to Las Vegas,
the net effect of which cannot be estimated at this time.

          Management believes that the most direct competition for the Hotel &
Casino comes from certain large casino-hotels located on or near the Strip which
offer amenities and marketing programs similar to those offered by the Hotel &
Casino. These facilities currently include the Bally's, Flamingo Hilton,
Frontier, Harrah's, Sahara, Sands, Stardust and Tropicana casino-hotels. The
Hotel & Casino competes on the basis of the atmosphere and excitement offered by
the facility, the desirability of its location, the quality and relative value
of its hotel rooms and restaurants, the quality and variety of entertainment
offered, customer service, the availability of convention facilities, its
marketing strategy and special marketing and promotional programs.

          The Hotel & Casino also competes to a lesser extent with casino-hotel
operations located in the Laughlin and Reno-Lake Tahoe areas of Nevada, Atlantic
City, New Jersey and other parts of the world and with state-sponsored
lotteries, off-track wagering, card parlors, river boat and Indian gaming
ventures and other forms of legalized gaming in the United States, as well as
with gaming on cruise ships. Certain states have recently legalized, and several
other states are currently considering legalizing, casino gaming in specific
geographic areas within those states. Management believes that the legalization
of large-scale, land-based, unlimited-stakes casino gaming in or near any major
metropolitan area such as Chicago, New Orleans, Denver or, in particular, Los
Angeles, could have a material adverse effect on the Hotel & Casino. Currently,
large-scale, land-based, unlimited-stakes casino gaming is not permitted in any
of these cities, except New Orleans which has authorized the establishment of
one casino which opened on a temporary basis in 1995 and closed shortly
thereafter due to lack of visitor volume and other concerns. The legalization or
expansion of casino gaming in other states from which the Hotel & Casino draws
customers may also adversely affect the business of the property.



                                        9

<PAGE>


Riviera Gaming Management

          Riviera Gaming Management Inc. ("RGM", a wholly owned subsidiary) was
incorporated in August 1995 in the State of Nevada for the purpose of obtaining
management contracts in Nevada and other jurisdictions. Management has been
recognized as a group of professionals who succeeded in bringing the Hotel and
Casino out of bankruptcy and positioning the property for the new and expanded
competition in Las Vegas. Management believes there will be an increasing demand
for their services including assisting new venue licensee applicants in
designing and planning their gaming operations, managing the start-up of new
gaming operations and managing troubled properties. These services would include
casino design, equipment selection, employee recruitment and training, control
and accounting systems, and marketing programs. RGM's compensation arrangements
will be flexible and may include per diem rates, contract sums, profit
participation and equity considerations. The Company's amended bond indenture
permits the Company to invest a limited amount of capital in situations where
RGM will have a management contract.

          On January 31, 1996 RGM, along with its directors and officers were
found suitable to hold a gaming license in the State of Mississippi. This
licensing was a preliminary step in RGM's contractual arrangement with the ad
hoc bondholders committee for Treasure Bay-Biloxi. RGM is negotiating a
management contract with the committee to operate the casino (with an option to
acquire equity) pending approval of the bankruptcy court. There are other
competing plans and there is no certainty that the bondholders plan will be
approved by the court.

          RGM is negotiating a consulting / management agreement with the
bondholders of Elsinore Corporation which operates the Four Queens Hotel and
Casino in Las Vegas, Nevada. RGM has a consulting agreement with the primary
mortgage holder of the Maxim Hotel and Casino in Las Vegas. These opportunities
to assist in the turnaround of severely troubled properties results from
management's reputation in the area of crisis management and the performance of
its flagship property, the Hotel & Casino on the Strip in Las Vegas, Nevada. The
Company believes that if it has an attractive investment opportunity, which
exceeds its financial capacity it will be able to raise the capital from
independent sources.

Employees and Labor Relations

          As of December 31, 1995, the Hotel & Casino employed approximately
2,100 persons and had collective bargaining contracts with seven unions covering
approximately 1,300 of such employees including food and beverage employees,
rooms department employees, carpenters, engineers, stage hands, musicians,
electricians, painters and teamsters. The Company's agreements with the Southern
Nevada Culinary and Bartenders Unions, Musicians Union and Stage hands Union,
which cover the majority of the Company's unionized employees, were renegotiated
in 1994 and expire April 1, 1997. Settlements were also reached with the
Operating Engineers. The Teamsters, Carpenters, Painters, and Electricians
unions' collective bargaining agreements which expired in 1995 were renewed.
Although unions have been active in Las Vegas, management considers its employee
relations to be satisfactory. In 1994 the Company four-walled (rented the
showroom to the producer for a fee/share of revenues or profits) the Splash show
and switched from Maitre d' service open seating to advance sale reserved
seating. These changes were negotiated with the Culinary, Stage hands and
Musicians Unions.


                                       10

<PAGE>



Regulation and Licensing

          The ownership and operation of casino gaming facilities in Nevada are
subject to: (i) The Nevada Gaming Control Act and the regulations promulgated
thereunder (collectively, "Nevada Act"); and (ii) various local ordinances and
regulations. The Company's gaming operations are subject to the licensing and
regulatory control of the Nevada Gaming Commission ("Nevada Commission"), the
Nevada State Gaming Control Board ("Nevada Board"), and the Clark County Liquor
and Gaming Licensing Board (the "Clark County Board"). The Nevada Commission,
the Nevada Board and the Clark County Board are collectively referred to as the
"Nevada Gaming Authorities."

          The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy which are concerned
with, among other things: (i) the prevention of unsavory or unsuitable persons
from having a direct or indirect involvement with gaming at any time and in any
capacity; (ii) the establishment and maintenance of responsible accounting
practices and procedures; (iii) the maintenance of effective controls over the
financial practices of licensees, including the establishment of minimum
procedures for internal fiscal affairs and the safeguarding of assets and
revenues, providing reliable record keeping and requiring the filing of periodic
reports with the Nevada Gaming Authorities; (iv) the prevention of cheating and
fraudulent practices; and (v) providing a source of state and local revenues
through taxation and licensing fees. Change in such laws, regulations and
procedures could have an adverse effect on the Company's gaming operations.

          ROC is required to be licensed by the Nevada Gaming Authorities. The
gaming license held by ROC requires the periodic payment of fees and taxes and
is not transferable. ROC is also licensed as a manufacturer and distributor of
gaming devices. Such licenses also require the periodic payment of fees and are
not transferable. The Company is registered by the Nevada Commission as a
publicly traded corporation (a "Registered Corporation") and has been found
suitable to own the stock of ROC which is a corporate gaming licensee under the
terms of the Nevada Act. As a Registered Corporation, the Company is required
periodically to submit detailed financial and operating reports to the Nevada
Commission and furnish any other information which the Nevada Commission may
require. No person may become a stockholder of, or receive any percentage of
profits from ROC without first obtaining licenses and approvals from the Nevada
Gaming Authorities. The Company and ROC have obtained from the Nevada Gaming
Authorities the various registrations, approvals, permits and licenses required
in order to engage in gaming activities and manufacturing and distribution
activities in Nevada.

          All gaming devices that are manufactured, sold or distributed for use
or play in Nevada, or for distribution outside of Nevada, must be manufactured
by licensed manufacturers, distributed or sold by licensed distributors and
approved by the Nevada Commission. The approval process includes rigorous
testing by the Nevada Board, a field trial and a determination as to whether the
gaming device meets strict technical standards that are set forth in the
regulations of the Nevada Gaming Authorities. Associated equipment must be
administratively approved by the Chairman of the Nevada Board before it is
distributed for use in Nevada.

          The Nevada Gaming Authorities may investigate any individual who has a
material relationship to, or material involvement with, the Company or ROC in
order to determine whether such individual is suitable or should be licensed as
a business associate of a gaming licensee. Officers, directors and certain key
employees of ROC must file applications with the Nevada Gaming Authorities

                                       11

<PAGE>



and may be required to be licensed or found suitable by the Nevada Gaming
Authorities. Officers, directors and key employees of the Company who are
actively and directly involved in the gaming activities of ROC may be required
to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada
Gaming Authorities may deny an application for licensing for any cause which
they deem reasonable. A finding of suitability is comparable to licensing, and
both require submission of detailed personal and financial information followed
by a thorough investigation. The applicant for licensing or a finding of
suitability must pay all the costs of the investigation. Changes in licensed
positions must be reported to the Nevada Gaming Authorities and in addition to
their authority to deny an application for a finding of suitability or
licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a
change in a corporate position.

          If the Nevada Gaming Authorities were to find an officer, director or
key employee unsuitable for licensing or unsuitable to continue having a
relationship with the Company or ROC, the companies involved would have to sever
all relationships with such person. In addition, the Nevada Commission may
require the Company or ROC to terminate the employment of any person who refuses
to file appropriate applications. Determinations of suitability or of questions
pertaining to licensing are not subject to judicial review in Nevada.

          The Company and ROC are required to submit detailed financial and
operating reports to the Nevada Commission. Substantially all material loans,
leases, sales of securities and similar financing transactions by ROC must be
reported to or approved by the Nevada Commission.

          If it were determined that the Nevada Act was violated by ROC, the
gaming licenses it holds could be limited, conditioned, suspended or revoked,
subject to compliance with certain statutory and regulatory procedures. In
addition, the Company, ROC and the persons involved could be subject to
substantial fines for each separate violation of the Nevada Act at the
discretion of the Nevada Commission. Further, a supervisor could be appointed by
the Nevada Commission to operate the casino and, under certain circumstances,
earnings generated during the supervisor's appointment (except for reasonable
rental value of the casino) could be forfeited to the State of Nevada.
Limitation, conditioning or suspension of the gaming licenses of ROC or the
appointment of a supervisor could (and revocation of any gaming license would)
materially adversely affect the Company's gaming operations.

          Any beneficial holder of the Company's voting securities, regardless
of the number of shares owned, may be required to file an application, be
investigated, and have his suitability as a beneficial holder of the Company's
voting securities determined if the Nevada Commission has reason to believe that
such ownership would otherwise be inconsistent with the declared policies of the
state of Nevada. The applicant must pay all costs of investigation incurred by
the Nevada Gaming Authorities in conducting any such investigation.

          The Nevada Act requires any person who acquires more than 5% of a
Registered Corporation's voting securities to report the acquisition to the
Nevada Commission. The Nevada Act requires that beneficial owners of more than
10% of a Registered Corporation's voting securities apply to the Nevada
Commission for a finding of suitability within thirty days after the Chairman of
the Nevada Board mails the written notice requiring such filing. Under certain
circumstances, an "institutional investor," as defined in the Nevada Act, which
acquires more than 10%, but not more than 15%, of a Registered Corporation's
voting securities may apply to the Nevada Commission for a waiver of such

                                       12

<PAGE>



finding of suitability if such institutional investor holds the voting
securities for investment purposes only. An institutional investor shall not be
deemed to hold voting securities for investment purposes unless the voting
securities were acquired and are held in the ordinary course of business as an
institutional investor and not for the purpose of causing, directly or
indirectly, the election of a majority of the members of the board of directors
of the Registered Corporation, any change in the Registered Corporation's
corporate charter, bylaws, management, policies or operations of the Registered
Corporation, or any of its gaming affiliates, or any other action which the
Nevada Commission finds to be inconsistent with holding the Registered
Corporation's voting securities for investment purposes only. Activities which
are not deemed to be inconsistent with holding voting securities for investment
purposes only include: (i) voting on all matters voted on by stockholders; (ii)
making financial and other inquiries of management of the type normally made by
securities analysts for informational purposes and not to cause a change in its
management, policies or operations; and (iii) such other activities as the
Nevada Commission may determine to be consistent with such investment intent. If
the beneficial holder of voting securities who must be found suitable is a
corporation, partnership or trust, it must submit detailed business and
financial information including a list of beneficial owners. The applicant is
required to pay all costs of investigation.

          Any person who fails or refuses to apply for a finding of suitability
or a license within thirty days after being ordered to do so by the Nevada
Commission or the Chairman of the Nevada Board, may be found unsuitable. The
same restrictions apply to a record owner if the record owner, after request,
fails to identify the beneficial owner. Any stockholder found unsuitable and who
holds, directly or indirectly, any beneficial ownership of the common stock
beyond such period of time as may be prescribed by the Nevada Commission may be
guilty of a criminal offense. The Company is subject to disciplinary action if,
after it receives notice that a person is unsuitable to be a stockholder or to
have any other relationship with the Company or ROC, the Company (i) pays that
person any dividend or interest upon voting securities of the Company, (ii)
allows that person to exercise, directly or indirectly, any voting right
conferred through securities held by that person, (iii) pays remuneration in any
form to that person for services rendered or otherwise, or (iv) fails to pursue
all lawful efforts to require such unsuitable person to relinquish his voting
securities including, necessary, the immediate purchase of said voting
securities for cash at fair market value. Additionally, the Clark County Board
has the authority to approve all persons owning or controlling the stock of any
corporation controlling a gaming licensee.

          The Nevada Commission may, in its discretion, require the holder of
any debt security of a Registered Corporation, to file applications, be
investigated and be found suitable to own the debt security of a Registered
Corporation if it has reason to believe that such ownership would be
inconsistent with the declared policies of the State of Nevada. If the Nevada
Commission determines that a person is unsuitable to own such security, then
pursuant to the Nevada Act, the Registered Corporation can be sanctioned,
including the loss of its approvals, if without the prior approval of the Nevada
Commission, it: (i) pays to the unsuitable person any dividend, interest, or any
distribution whatsoever; (ii) recognizes any voting right by such unsuitable
person in connection with such securities; (iii) pays the unsuitable person
remuneration in any form; or (iv) makes any payment to the unsuitable person by
way of principal, redemption, conversion, exchange, liquidation, or similar
transaction.

          The Company is required to maintain a current stock ledger in Nevada
which may be examined by the Nevada Gaming Authorities at any time. If any
securities are held in trust by an agent or by a nominee, the record holder may
be required to disclose the identity of the beneficial owner to the

                                       13

<PAGE>



Nevada Gaming Authorities. A failure to make such disclosure may be grounds for
finding the record holder unsuitable. The Company is also required to render
maximum assistance in determining the identity of the beneficial owner. The
Nevada Commission has the power to require the Company's stock certificates to
bear a legend indicating that the securities are subject to the Nevada Act.
However, to date, the Nevada Commission has not imposed such a requirement on
the Company.

          The Company may not make a public offering of its securities without
the prior approval of the Nevada Commission if the securities or proceeds
therefrom are intended to be used to construct, acquire or finance gaming
facilities in Nevada, or to retire or extend obligations incurred for such
purposes. Approval of a public offering does not constitute a finding,
recommendation or approval by the Nevada Commission or the Nevada Board as to
the accuracy or adequacy of the prospectus or the investment merits of the
securities offered. Any representation to the contrary is unlawful.

          Changes in control of the Company through merger, consolidation, stock
or asset acquisitions, management or consulting agreements, or any act or
conduct by a person whereby he obtains control, may not occur without the prior
approval of the Nevada Commission. Entities seeking to acquire control of a
Registered Corporation must satisfy the Nevada Board and Nevada Commission in a
variety of stringent standards prior to assuming control of such Registered
Corporation. The Nevada Commission may also require controlling stockholders,
officers, directors and other persons having a material relationship or
involvement with the entity proposing to acquire control, to be investigated and
licensed as part of the approval process relating to the transaction.

          The Nevada legislature has declared that some corporate acquisitions
opposed by management, repurchases of voting securities and corporate defense
tactics affecting Nevada corporate gaming Licensees, and Registered Corporations
that are affiliated with those operations, may be injurious to stable and
productive corporate gaming. The Nevada Commission has established a regulatory
scheme to ameliorate the potentially adverse effects of these business practices
upon Nevada's gaming industry and to further Nevada's policy to: (i) assure the
financial stability of corporate gaming Licensees and their affiliates; (ii)
preserve the beneficial aspects of conducting business in the corporate form;
and (iii) promote a neutral environment for the orderly governance of corporate
affairs. Approvals are, in certain circumstances, required from the Nevada
Commission before the Registered Corporation can make exceptional repurchases of
voting securities above the current market price thereof and before a corporate
acquisition opposed by management can be consummated. The Nevada Act also
requires prior approval of a plan of recapitalization proposed by the Registered
Corporation's Board of Directors in response to a tender offer made directly to
the Registered Corporation's stockholders for the purposes of acquiring control
of the Registered Corporation.

          License fees and taxes, computed in various ways depending on the type
of gaming or activity involved, are payable to the State of Nevada and to the
Clark County in which the ROC's operations are conducted. Depending upon the
particular fee or tax involved, these fees and taxes are payable either monthly,
quarterly or annually and are based upon either: (i) a percentage of the gross
revenues received; (ii) the number of gaming devices operated; or (iii) the
number of table games operated. A casino entertainment tax is also paid by
casino operations where entertainment is furnished in connection with the
selling of food, refreshments or merchandise. Nevada Licensees that hold a
license to manufacture and distribute slot machines and gaming devices, such as
ROC, also pay certain fees and taxes to the state of Nevada.

                                       14

<PAGE>




          Any person who is licensed, required to be licensed, registered,
required to be registered, or is under common control with such persons
(collectively, "Licensees"), and who proposes to become involved in a gaming
venture outside of Nevada, is required to deposit with the Nevada Board, and
thereafter maintain, a revolving fund in the amount of $10,000 to pay the
expenses of investigation by the Nevada Board of their participation in such
foreign gaming. The revolving fund is subject to increase or decrease in the
discretion of the Nevada Commission. Thereafter, Licensees are required to
comply with certain reporting requirements imposed by the Nevada Act. Licensees
are also subject to disciplinary action by the Nevada Commission if they
knowingly violate any laws of the foreign jurisdiction pertaining to the foreign
gaming operation, fail to conduct the foreign gaming operation in accordance
with the standards of honesty and integrity required of Nevada gaming
operations, engage in activities that are harmful to the state of Nevada or its
ability to collect gaming taxes and fees, or employ a person in the foreign
operation who has been denied a license or finding of suitability in Nevada on
the ground of personal unsuitability.

Alcoholic Beverages

          The sale of alcoholic beverages at the Hotel & Casino is subject to
licensing, control and regulation by the Clark County Board. All licenses are
revocable and are not transferable. The Clark County Board has full power to
limit, condition, suspend or revoke any such license, and any such disciplinary
action could (and revocation would) have a material adverse affect upon the
operations of ROC.

Federal Registration

          ROC is required to annually file with the Attorney General of the
United States in connection with the sales, distribution, or operations of slot
machines. All requisite filings for the present year have been made.

Item 2.   Properties

          The Hotel & Casino complex is located on the Las Vegas Strip, occupies
approximately 26 acres and comprises approximately 1,700,000 square feet,
including 105,000 square feet of casino space, 100,000 square feet of exhibit,
meeting and banquet facilities for convention use, approximately 2,100 hotel
rooms (including approximately 180 luxury suites) in five towers, six
restaurants, four showrooms, a lounge and approximately 2,900 parking spaces. In
addition, executive and other offices for the Hotel & Casino are located on the
property.

          There are 44 food and retail concessions operated under individual
leases with third parties. The leases are for periods from one year to ten years
and expire over the next six years.

          The entire Hotel & Casino complex is encumbered by a first deed of
trust securing the First Mortgage Notes. See "Item 7-Management's Discussion and
Analysis of Financial Condition and Results of Operations-Liquidity and Capital
Resources".


                                       15

<PAGE>



Item 3.   Legal Proceedings

          The Company is a party to several routine lawsuits both as plaintiff
and as defendant arising from the normal operations of a hotel. Management does
not believe that the outcome of such litigation, in the aggregate, will have a
material adverse effect on the financial position or results of operations of
the Company.

          The Company, along with most of the other major hotel-casino companies
has been named in a class action lawsuit that has been transferred to the United
States District Court, for the State of Nevada. The complaint alleges that the
defendants have engaged in a course of fraudulent and misleading conduct
intended to induce persons to play such games based on a false belief concerning
how the gaming machines operate, as well as the extent to which there is an
opportunity to win. Management believes that the claims are wholly without merit
and does not expect that the lawsuit will have a material adverse effect on the
Company's financial position or results of operations.

Item 4.   Submission of Matters to a Vote of Security Holders

          On November 16, 1995, at a special meeting, the Shareholders of the
Company voted to increase the total number of authorized shares from 5,000,000
to 20,000,000 with 1,088,580 shares voting for the proposed and 1,200 shares
voting against.

Item 5.   Market for the Registrant's Common Stock and Related Security
          Holder Matters

          There is no established public trading market for the Company's Common
Stock. As of March 6, 1996, there were approximately 240 beneficial holders of
the Company's Common Stock.

          The Company has never paid any dividends on its Common Stock and does
not currently expect to pay any dividends (cash or otherwise) on its Common
Stock for the foreseeable future. The Company's ability to pay dividends is
primarily dependent upon receipt of dividends and distributions from ROC. In
addition, the indenture for the First Mortgage Notes restricts the Company's
ability to pay dividends on its Common Stock.

          The table below sets forth the bid and ask sales prices by quarter for
the year ended December 31, 1994 and 1995, based on information provided by
certain brokers who have had transactions in the Company's Common Stock during
the year:

                      FIRST        SECOND        THIRD        FOURTH
         1995        QUARTER      QUARTER       QUARTER       QUARTER
         ----        -------      -------       -------       -------

         BID        $   3.00     $   3.50      $   8.25      $  7.00
         ASK           4.625        9.125         11.50        10.00



                                       16

<PAGE>



         1994

         BID            N/A          2.00          2.75        2.625
         ASK            N/A          2.25          3.00         3.00


On March 6, 1996, (the most recent trade of the Company's common stock) 27,000
shares were traded at $8.75 per share.

Item 6.   Selected Financial Data

          The following table sets forth a summary of selected financial data
for the Company and its predecessor for the years ended December 31:

<TABLE>
<CAPTION>

                                                        Six Months Ended
                                                    -------------------------
                                                        June 30,  December 31   Combined
                           1991          1992           1993         1993         1993         1994         1995
                           ----          ----           ----         ----         ----         ----         ----
                                                   (Predecessor)  (Successor)
                                                     (Dollars in Thousands*)

<S>                      <C>           <C>            <C>          <C>         <C>          <C>          <C>     
Total Operating
Revenue                  $152,378      $144,171       $72,702      $76,220     $148,922     $153,921     $150,747
Net Income (Loss)         (40,812)      (80,905)        5,629        2,607        8,236        4,790        6,344
Net Income (Loss)
Per Common Share              N/A           N/A           N/A         $.54          N/A        $1.00        $1.26
Total Assets              227,611       145,631       150,836      143,704      143,704      151,925      157,931
Long-Term Debt            210,933       210,789       119,959      115,475      115,475      113,155      110,571

<FN>
*except for Net Income (Loss) Per Common Share
</FN>
</TABLE>


Item 7.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

Results of Operations

          On June 30, 1993, the Company and ROC acquired all the assets and
assumed all the liabilities of the Hotel & Casino from Riviera, Inc. ROC assumed
responsibility for operations commencing on July 1, 1993.

                                       17

<PAGE>



          During 1994 and 1995, management promoted the Hotel & Casino to appeal
to the mid- level gaming customer, placing particular emphasis on the slot
customer. This entailed a re-examination of the marketing program and a
reduction of exposure to volatile segments of the gaming business such as
baccarat and race and sports betting. As a result, high cost entertainment and
promotional packages were curtailed. The Hotel & Casino nevertheless remains
subject to intense competitive pressures in its key markets. The following table
sets forth certain operating information for the Hotel & Casino for the periods
indicated:

<TABLE>
<CAPTION>

                                         Six Months Ended
                                   -----------------------------
                                    June 30,        December 31,       Combined
                                      1993              1993             1993             1994           1995
                                      ----              ----             ----             ----           ----
                                 (Predecessor)      (Successor)
                                                                (Dollars in Thousands)
<S>                                 <C>               <C>              <C>              <C>            <C>    
Revenues:
  Casino                            $38,073           $41,158          $79,231          $82,060        $77,337
  Rooms                              17,614            17,808           35,422           35,422         39,450
  Food and Beverage                  11,656            11,760           23,416           22,961         21,895
  Entertainment                       8,059             8,421           16,480           16,945         14,423
  Other                               4,116             4,230            8,346            9,390          9,515
                                    -------           -------          -------          -------        -------

Total Revenues                       79,518            83,377          162,895          166,778        162,620
Less promotional
  allowances                          6,816             7,157           13,973           12,857         11,873
                                    -------           -------          -------          -------        -------
     Net revenues                    72,702            76,220          148,922           153,921       150,747
                                    -------           -------          -------          -------        -------

Costs and Expenses:
  Casino                             24,561            25,532           50,093           48,826         45,325
  Rooms                               8,339             8,456           16,795           17,594         18,787
  Food and Beverage                   7,427             7,796           15,223           15,588         15,768
  Entertainment                       7,051             7,897           14,948           13,982         10,329
  Other                               1,737             1,839            3,576            3,516          3,527
  Selling, general and
     administrative                  12,353            13,427           25,780           27,831         28,742
  Provision for bad
    debts                               354               107              461              991            478
                                    -------           -------          -------          -------        -------
Total Costs and
  Expenses                           61,822            65,054          126,876          128,328        122,956
                                    -------           -------          -------          -------        -------
                     EBITDA(1)      $10,880           $11,166          $22,046          $25,593        $27,791
                                    =======           =======          =======          =======        =======
                 Net Income          $5,629            $2,607           $8,236           $4,790         $6,344
                                    =======           =======          =======          =======        =======

<FN>
- --------
(1)   "EBITDA" consists of earnings before interest, taxes, depreciation and
      amortization. EBITDA should not be construed as an alternative to
      operating income (as determined in accordance with generally accepted
      accounting principles) as an indicator of the Company's operating
      performance, or to cash flows from operating activities (as determined in
      accordance with generally accepted accounting principles) as a measure of
      liquidity. Management believes that EBITDA gives an indication of the cash
      generating capacity of the Hotel & Casino and is useful as a comparison
      with other industry participants.
</FN>
</TABLE>

                                       18

<PAGE>



Comparison of Year Ended December 31, 1995 Versus 1994

Revenues

          Net revenues for the Hotel & Casino decreased $3,174,000 (2%) to
$150,747,000 in 1995. Although slot machine revenues increased $1,298,000 (3%)
in 1995, table games revenue decreased $5,906,000 (23%) from $25,824,000 in 1994
to $19,918,000 in 1995. Historical drop(1) decreased $23 million from $141
million in 1994 to $118 million in 1995. Credit drop(2) decreased $9 million
during 1995. Baccarat drop decreased $4.6 million due to more stringent credit
policies because of the devaluation of the Mexican Peso. The decrease in
baccarat drop represents 38% of the total decrease in pit drop and was the
primary reason for the reduced credit drop. The win percentage(3) on table games
decreased from 18.3% in 1994 to 16.9% in 1995. The lower historical drop
represents a decrease in win of $4,252,000 and the decrease in hold percentage
of 1.4% represents a decrease in win of $1,654,000. The fluctuation in win
percentage is attributable to the normal fluctuations in table games and the
reduced historical drop was due to less high roller credit play and the decrease
in non-profitable programs such as the Gambler's Spree. Hotel room occupancy
remained at 97% in 1995 and the average daily room rate increased $5.60,
resulting in an increase in revenues of $4,028,000 (11%) to $39,450,000. The
higher room rates were achieved by across the board increases. This was
facilitated by increasing the number of rooms made available for vacationers and
convention guests and reducing the rooms available for casino guests. Food and
beverage revenues decreased $1,066,000 (5%) due to reduced complimentary
revenues (promotional allowances). Entertainment revenues decreased $2,522,000
(15%) as a result of the Splash production show being closed during the first
half of 1995. The new show, Splash II, opened June 23, 1995 after the stage and
seating areas were remodeled.

Costs and Expenses

          Total costs and expenses decreased $5,372,000 (4%) compared to 1994.
Casino expenses decreased $3,501,000 (7%) due to more stringent customer rating
criteria for complementaries, airfares and commissions and a reduction in direct
costs in correlation with the lower casino drop. Rooms expenses increased
$1,193,000 (7%) due to union increases and higher credit card and travel agent
commissions associated with the increased revenues. Entertainment expenses
decreased $3,653,000 due primarily to the closure of the Splash production show
during the first six months of 1995. Selling, General and Administrative
expenses increased $911,000 (3%) due, in part, to employee profit sharing and
incentive plans which are based upon profits. The provision for bad debts
decreased $513,000 (52%) as a result of the more stringent credit policies
associated with the devaluation of the Mexican Peso in 1994.


- ----------
(Footnotes)

(1)  "Historical Drop" as defined by the regulations of the Nevada Gaming
     Commission and Gaming Board (which is an approximate measure of cash and
     credit instruments exchanged into chips for use at the Hotel & Casino's
     table games, less credit instruments repaid at the gaming tables).

(2)  "Credit Drop" includes all credit instruments issued at the gaming tables
     in exchange for chips, less credit instruments repaid at the gaming tables.
     See "Item 1-Business-Credit" for additional information.

(3)  "Win Percentage" is calculated by dividing table games revenue by
     Historical Drop.


                                       19

<PAGE>





EBITDA

          Earnings before interest, taxes, depreciation and amortization
(EBITDA) increased $2,198,000 (9%) from $25,593,000 in 1994 to $27,791,000 in
1995. The increase resulted primarily from higher rooms and slot department
revenues and margins.

Net Income

          The Company reported an increase of $1,554,000 (32%) in net income
from $4,790,000 in 1994 to $6,344,000 in 1995. Depreciation and amortization
increased $1,137,000 as the result of $7,836,000 in capital improvements.
Interest expense decreased $310,000 in 1995 as compared to 1994 as debt was
reduced by $3,371,000 in 1994 and $3,159,000 in 1995.


Comparison of Twelve Months Ended December 31, 1994, Versus Twelve Months Ended
December 31, 1993 (First Six Months of 1993 [Predecessor] and Six Months Ended
December 31, 1993 [Successor])

Revenues

          Net revenues for the Hotel & Casino increased $5,086,000 (3%) to
$154,431,000 in fiscal 1994 compared to 1993. Slot revenues increased $4,082,000
in 1994 as compared to the previous year. Although slot coin-in (handle)
increased 7%, the win percentage for slot machines decreased from 6.5% in 1993
to 6.1% in 1994. Management "loosened" the slots to meet the competition from
the new mega- resorts and to support the future expansion of slot operations.
Table games revenue decreased $825,000 from $26,648,000 in 1993 to $25,823,000
in 1994. Historical drop decreased from $161,482,000 in 1993 to $141,046,000 in
1994, including credit drop, which decreased $7,279,000 during 1994. The win
percentage on table games increased from 16.5% in 1993 to 18.3% in 1994. The
lower historical drop represents a decrease in win of $3,372,000 which was
partially offset by the increase in win percentage which represents win of
$2,547,000. The fluctuation in win percentage is attributable to the normal
fluctuations in table games and the reduced historical drop was due to reduced
promotional expenditures for craps and blackjack customers. Other casino
revenues decreased $428,000 (9%) due to competition from the mega-resorts for
racebook and keno customers. Management has instituted a racebook discount club
and keno promotions to meet the competition. Hotel room occupancy increased from
94% in 1993 to 97% in 1994, however the average daily room rate decreased $1.88,
resulting in revenues of $35,422,000 in 1993 and 1994. During 1994, management
shifted the emphasis of rooms marketing programs from conventions to slot
customers and tour and travel guests to increase the gaming profile of the
customer mix. Food and Beverage revenues decreased $455,000 (2%) due to reduced
complimentary revenues (promotional allowances). Entertainment revenues
increased $465,000 (3%) as a result of ticket price increases for Splash, La
Cage, Crazy Girls and Riviera Comedy Club (formerly Improv) which averaged
$2.30. Show counts were down approximately 70,000 (8%) due to the increased
prices and the temporary closure of Splash on November 26, 1994. Other revenues
increased $1,131,000 (13%) primarily from increased fees from the box office
which began selling shows for other hotels and tours in September 1993 and from
renegotiated leases and concession contracts. Promotional allowances

                                       20

<PAGE>



decreased $1,116,000 (8%) in 1994 as a result of the Company's more stringent
complimentary policies which were implemented in late 1993.

Costs and Expenses

         Total costs and expenses increased $1,452,000 (1%) compared to 1993.
Payroll in the rooms, food and beverage departments increased $766,000 (3%) as
the result of union increases. Employee profit sharing and incentive plans which
are based upon the Company's profitability increased during 1994. Casino
expenses decreased $1,267,000 due to more stringent customer rating criteria for
complementaries, airfares and commissions. The lower casino marketing expenses
were partially offset by increases in the provision for bad debts relating to
the devaluation of the Mexican Peso in December 1994. Entertainment expenses
decreased $966,000 due primarily to the four wall contract negotiated with the
producers of Splash. Under the four wall agreement, the producers manage and
produce the show, paying a fee/share of revenues to the Company.

EBITDA

         Earnings before interest, taxes, depreciation and amortization
(EBITDA), increased from $22,046,000 in 1993 to $25,593,000 in 1994. The
increase resulted primarily from higher casino revenues, and reduced promotional
expenses. These improvements were partially offset by union increases to
employees and incentive compensation to management personnel under previously
established plans based on the Company's performance.

Net Income

         The Company reported a net profit of $4,790,000 in 1994, as compared to
$8,236,000 in 1993. Depreciation and amortization increased $654,000 as the
result of $8,933,000 in capital improvements. Interest expense increased
$3,550,000 in 1994 as compared to 1993 primarily because the accrual of interest
on certain bonds issued by the Company's predecessor had been stayed until the
Effective Date (June 30, 1993). Federal income tax expense increased $2,875,000
in the twelve months ended December 31, 1994, including $2,010,000 of deferred
taxes. The Company's predecessor had operating loss carry forwards and was an S
Corporation, therefore, no Federal income taxes were accrued in the six months
ended June 30, 1993. No provision for income tax was required during the six
months ended December 31, 1993, due to the realization of a deferred tax asset.

Liquidity and Capital Resources

Cash Flow and Working Capital

         The Company's policy is to use EBITDA to fund the capital expenditures
required to keep the hotel and casino in a competitive condition compared to
similar properties on the Las Vegas Strip. In order to keep debt service as low
as possible, the Company has not financed significant equipment purchases.


                                       21

<PAGE>



          In 1995, EBITDA was $27,791,000 compared with $25,593,000 in 1994, an
increase of $2,198,000 or 9%. Cash and cash equivalents increased from
$16,425,000 at December 31, 1994 to $21,962,000 at December 31, 1995.

Capital Expenditures

          During the reorganization proceedings of Riviera, Inc., certain
expenditures were deferred. Management considers it important to the competitive
position of the Hotel & Casino that expenditures be made to upgrade the property
and to improve fire and safety systems. Capital expenditures for 1992 through
1995 totaled $2,477,000, $5,786,000, $8,933,000 and $7,836,000 respectively.
Management has budgeted approximately $10,000,000 for 1996, which the Company
expects to finance from cash flow. However, if cash flow does not meet
projections, management would defer capital expenditures or finance any
mandatory capital expenditures as allowed under the October 1995 amendments to
the bond indenture.

Long-Term Debt

The following table sets forth the scheduled cash payments required to be made
by the Company with respect to principal and interest on the First Mortgage
Notes, the Class Notes (the notes issued to creditors of various classes in the
bankruptcy reorganization) and other debts for each year through the maturity
dates of the First Mortgage Notes and the Class Notes.

<TABLE>
<CAPTION>
                                                                              Pre-Funded *
                                                                                  Slot
                    Total                                                       Annuities
                  Principal                                                    Included In
     Year        and Interest          Principal             Interest           Principal
                                                                                Payments
     -----      --------------       --------------        -------------     ---------------
      <C>           <C>                   <C>                 <C>               <C>     
      1996          14,383,000            2,322,000           12,061,000          318,000
      1997          13,867,000            2,055,000           11,812,000          318,000
      1998          13,499,000            1,880,000           11,619,000          217,000
      1999          13,269,000            1,844,000           11,425,000          117,000
      2000          13,107,000            1,898,000           11,209,000           68,000
      2001          11,591,000              572,000           11,019,000
      2002         111,000,000          100,000,000           11,000,000
                   -----------          -----------           ----------        ---------
                   190,716,000          110,571,000           80,145,000        1,038,000
                   ===========          ===========           ==========        =========

<FN>
*  Periodic payments to winners of slot tournaments and progressive jackpots
   which are collateralized by restricted cash accounts as required by the
   Nevada Gaming Authorities.
</FN>
</TABLE>

                                       22

<PAGE>




          Cash flow from operations is not expected to be sufficient to pay the
principal of the First Mortgage Notes at maturity in 2002. Accordingly, the
ability of the Company to repay the First Mortgage Notes at maturity will be
dependent upon its ability to refinance the First Mortgage Notes. There can be
no assurance that the Company will be able to refinance the principal amount of
the First Mortgage Notes.

          The First Mortgage Notes may not be redeemed, except as set forth
below, prior to June 1, 1998, and thereafter may be redeemed at the option of
the Company at the following prices (expressed as a percentage of principal
amount). If redeemed during the 12-month period beginning June 1,

               Year                               Percentage

               1998                               104.3125%
               1999                               102.8750%
               2000                               101.4375%
               2001 and thereafter                100.0000%

          The First Mortgage Notes provide for mandatory redemption by the
Company upon the Order of the Nevada Gaming Authorities. See "Item
1-Business-Regulation and Licensing." The First Mortgage Notes also provide
that, in certain circumstances, the Company must offer to repurchase the First
Mortgage Notes upon the occurrence of a change of control or certain other
events. In the event of such mandatory redemption or repurchase prior to
maturity, the Company would be unable to pay the principal amount of the First
Mortgage Notes without a refinancing.

Recently Issued Accounting Standards

          In March 1995, the FASB issued Statement No. 121 Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.
SFAS 121 requires that long-lived assets and certain identifiable intangibles be
reviewed for impairment whenever events or changes in circumstances indicated
that the carrying amount of an asset may not be recoverable. SFAS 121 is
effective for fiscal years beginning after December 15, 1995. Based on
management's preliminary analysis, the Company does not anticipate that the
adoption of Statement No. 121 will have a material impact on the consolidated
financial statements.

          In October 1995, the FASB issued SFAS 123 Accounting for Stock-Based
Compensation which establishes financial accounting and reporting standards for
stock-based employee compensation plans and for transactions in which an entity
issues its equity instruments to acquire goods or services from non-employees.
SFAS 123 is generally effective for fiscal years beginning after December 15,
1995. The Company intends to provide the pro forma and other additional
disclosures about stock-based employee compensation plans in its 1996
consolidated financial statements as required by SFAS 123.

Item 8.   Financial Statements and Supplementary Data

          See financial statements included in Item 14(a).



                                       23

<PAGE>



Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

          None.

Item 10.  Directors and Executive Officers of the Registrant

          Information regarding this item is incorporated by reference to the
          Company's Proxy Statement dated April 12, 1996, relating to the
          Annual Meeting of Stockholders to be held on May 10, 1996, and is
          made a part hereof.

Item 11.  Executive Compensation

          Information regarding this item is incorporated by reference to the
          Company's Proxy Statement dated April 12, 1996, relating to the
          Annual Meeting of Stockholders to be held on May 10, 1996, and is
          made a part hereof.

Item 12.  Principal Shareholders

          Information regarding this item is incorporated by reference to the
          Company's Proxy Statement dated April 12, 1996, relating to the
          Annual Meeting of Stockholders to be held on May 10, 1996, and is
          made a part hereof.

Item 13.  Certain Relationships and Related Transactions

          Information regarding this item is incorporated by reference to the
          Company's Proxy Statement dated April 12, 1996, relating to the
          Annual Meeting of Stockholders to be held on May 10, 1996, and is
          made a part hereof.

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

          (a)  1. and 2. Financial Statements and Schedules

          (b)  Reports on Form 8-K filed during the last quarter of 1993

          (c)  Exhibits required by Securities and Exchange Commission
               Regulation S-K







                                       24

<PAGE>



Exhibit
Number    Description
- ------    -----------

3.1*      Amended and Restated Articles of Incorporation of the Registrant
          filed June 18, 1993 (see Exhibit 3.1 to Registration Statement
          Form S-1 filed with the Commission on August 11, 1993)

3.2*      Bylaws of the Registrant (see Exhibit 3.2 to Registration Statement
          Form S-1 filed with the Commission on August 11, 1993)

10.1*     Lease Agreement between Riviera, Inc. and Mardi Gras Food Court,
          Inc. dated April 1, 1990 (see Exhibit 10.1 to Form 10, Commission
          File No. 0-21430)

10.2*     Amendment to Lease Agreement between Riviera, Inc. and Mardi
          Gras Food Court, Inc. dated April 1, 1990 (see Exhibit 10.2 to
          Registration Statement Form S-1 filed with the Commission on
          August 11, 1993)

10.3*     Lease Agreement between Riviera, Inc. and Leroy's Horse and Sports
          Place (see Exhibit 10.3 to Form 10, Commission File No. 0-21430)

10.4*     Equipment Lease between Riviera, Inc. and G.E. Capital Corporation
          (successor in interest to RCA Service Company) (see Exhibit 10.4 to
          Form 10, Commission File No. 0-21430)

10.5*     Sales and Security Agreement for Slot Equipment between Riviera,
          Inc. and Bally Distributing of Nevada, Inc. and Order re: Motion to
          Approve Adequate Protection Payments (see Exhibit 10.5 to Form
          10, Commission File No. 0-21430)

10.6*     Documents Relating to Sale by Universal Distributing of Nevada, Inc.
          of Slot Equipment to Riviera, Inc. and Stipulation and Order re:
          Modification of Automatic Stay and Compromise of Claim (see
          Exhibit 10.6 to Form 10, Commission File No. 0-21430)

10.7*     Indemnity Agreement, dated June 30, 1993, from Riviera, Inc. and
          Meshulam Riklis in favor of the Registrant and Riviera Operating
          Corporation (see Exhibit 10.7 to Registration Statement Form S-1
          filed with the Commission on August 11, 1993)

10.8*     Indemnity Agreement, dated June 30, 1993, from the Registrant in
          favor of IBJ Schroder Bank & Trust Company (see Exhibit 10.8 to
          Registration Statement Form S-1 filed with the Commission on
          August 11, 1993)



                                       25

<PAGE>



10.9*     Equity Registration Rights Agreement, dated June 30, 1993, among the
          Registrant and the Holders of Registrable Shares (see Exhibit 10.9 to
          Registration Statement Form S-1 filed with the Commission on August
          11, 1993)

10.10*    The Registrant's Class 4 Unsecured Promissory Note (see Exhibit
          10.10 to Registration Statement Form S-1 filed with the Commission on
          August 11, 1993)

10.11*    The Registrant's Class 5 (Sequoia "A") Unsecured Promissory Note
          (see Exhibit 10.11 to Registration Statement Form S-1 filed with the
          Commission on August 11, 1993)

10.12*    The Registrant's Class 5 (Sequoia "B") Unsecured Promissory Note
          (see Exhibit 10.12 to Registration Statement Form S-1 filed with the
          Commission on August 11, 1993)

10.13*    The Registrant's Class 12 Non-Negotiable Unsecured Promissory
          Note (see Exhibit 10.13 to Registration Statement Form S-1 filed with
          the Commission on August 11, 1993)

10.14*    The Registrant's Class 13/14 Unsecured Promissory Note (see Exhibit
          10.14 to Registration Statement Form S-1 filed with the Commission on
          August 11, 1993)

10.15*    Operating Agreement, dated June 30, 1993, between the Registrant and
          Riviera Operating Corporation (see Exhibit 10.15 to Registration
          Statement Form S-1 filed with the Commission on August 11, 1993).

10.16*    Adoption Agreement regarding Profit Sharing and 401(k) Plans of the
          Registrant (see Exhibit 10.16 to Registration Statement Form S-1 filed
          with the Commission on August 11, 1993)

10.17*    Howard Johnson & Company Regional Defined Contribution Plan, dated
          March 16, 1990 (adopted by the Registrant pursuant to the Adoption
          Agreement filed as Exhibit 10.17 to Registration Statement Form S-1
          filed with the Commission on August 11, 1993)

10.18*    Employment Agreement between Riviera, Inc. and William L.
          Westerman, dated January 6, 1993 (see Exhibit 10.18 to Form 10,
          Commission File No. 0-21430)

10.19*    Form of Agreement between the Registrant and Directors (see Exhibit
          10.19 to Form 10, Commission File No. 0-21430)



                                       26

<PAGE>



10.20*    Form of Termination Fee Agreement (see Exhibit 10.20 to Form 10,
          Commission File No. 0-21430)

10.21*    Form of Employment Agreement between Riviera, Inc. and Albert
          Rapuano, dated January 6, 1993 (see Exhibit 10.21 to Form 10,
          Commission File No. 0-21430)

10.22*    Implementation Agreement between Riviera, Inc. and Albert
          Rapuano (see Exhibit 10.21 to Amendment No. 1 to Registration
          Statement Form S-1 filed with the Commission on August 19, 1993)

10.23*    Restricted Account Agreement, dated June 30, 1993, among Riviera
          Operating Corporation, IBJ Schroder Bank & Trust Company and Bank of
          America Nevada (see Exhibit 10.22 to Registration Statement Form S-1
          filed with the Commission on August 11, 1993)

10.24*    Disbursement Agreement, dated June 30, 1993, between the Registrant
          and IBJ Schroder Bank & Trust Company (see Exhibit 10.23 to
          Registration Statement Form S-1 filed with the Commission on August
          11, 1993)

10.25*    Tax Sharing Agreement between the Registrant and Riviera Operating
          Corporation dated June 30, 1993 (see Exhibit 10.24 to Amendment No. 1
          to Registration Statement Form S-1 filed with the Commission on August
          19, 1993)

10.26*    The Registrant's 1993 Stock Option Plan (see Exhibit 10.25 to
          Amendment No. 1 to Registration Statement Form S-1 filed with the
          Commission on August 19, 1993)

10.27     Form of Stay Bonus Agreement (See, Exhibit 10.27 to Form 10-Q filed
          with the Commission November 9, 1994.

10.28     Amendment dated February 19, 1995, to Lease Agreement between
          Riviera, Inc. and Mardi Gras Food Court, Inc. (See, Exhibits 10.1 and
          10.2)

10.29     Amendment dated September 30, 1994, to Employment Agreement
          between Riviera, Inc. and William L. Westerman. (See, Exhibit 10.18)


- ----------
(Footnote)

*   The exhibits thus designated are incorporated herein by reference as
    exhibits hereto. Following the description of such exhibits is a reference
    to the copy of the exhibit heretofore filed with the Commission, to which
    there have been no amendments or changes.


                                       27

<PAGE>



          (b) Financial Statement Schedules

          The following financial statement schedules are filed herewith:

          Schedules

          Schedules are not included because the required information is shown
in the consolidated financial statements or related notes.




                                       28

<PAGE>


                                   SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                          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 Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature                    Title                               Date
- ---------                    -----                               ----

                             Chairman of the Board, Chief
/s/ WILLIAM L. WESTERMAN     Executive Officer and President     March 15, 1996
- --------------------------
William L. Westerman


                             Treasurer (Principal Financial
/s/ DUANE R. KROHN           and Accounting Officer)             March 15, 1996
- --------------------------
Duane R. Krohn


/s/ ROBERT R. BARENGO        Director                            March 15, 1996
- --------------------------
Robert R. Barengo


/s/ WILLIAM FRIEDMAN         Director                            March 15, 1996
- --------------------------
William Friedman


/s/ PHILIP P. HANNIFIN       Director                            March 15, 1996
- --------------------------
Philip P. Hannifin


                                       29

<PAGE>



                                                                   EXHIBIT 13.2


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 10-Q

Mark One
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1996
                              -------------------------------
                                       OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from ___________________ to ___________________

                        Commission file number 000-21430
                                              ---------------

                          Riviera Holdings Corporation
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

              Nevada                                     88-0296885
  -------------------------------            ---------------------------------
  (State or other jurisdiction of            (IRS Employer Identification No.)
  incorporation or organization)


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


Registrant's telephone number,
  including area code              (702) 794-9527
                      ---------------------------------------------

      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 that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [  ]

             APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                    PROCEEDINGS DURING THE LAST FIVE YEARS

     Indicate by check mark whether the Registrant has filed all documentation
and reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  Yes [X]  No [ ]

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

      Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.

     As of May 10, 1996 there were 4,800,000 shares of Common Stock, $.001 par
value per share, outstanding



<PAGE>





                          RIVIERA HOLDINGS CORPORATION

                                      INDEX

                                                                          Page
                                                                          ----
PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

Independent Accountants' Report                                             2

Condensed Consolidated Balance Sheets at December 31, 1995, and             3
March 31, 1996 (Unaudited)
Condensed Consolidated Statements of Operations
(Unaudited) for the Three Months ended March 31, 1995 and 1996              4

Condensed Consolidated Statements of Cash Flow (Unaudited) for
the Three Months Ended March 31, 1995 and 1996                              5

Notes to Condensed Consolidated Financial Statements (Unaudited)            6

Item 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations                                         8


                                       1

<PAGE>






INDEPENDENT ACCOUNTANTS' REPORT


To the Board of Directors
Riviera Holdings Corporation

We have reviewed the accompanying condensed consolidated balance sheet of
Riviera Holdings Corporation (the "Company") and subsidiaries as of March 31,
1996, and the related condensed consolidated statements of operations and of
cash flows for the three month periods ending March 31,1996 and 1995 of the
Company. These financial statements are the responsibility of the Company's
management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Riviera Holdings Corporation as of
December 31, 1995, and the related consolidated statements of operations,
shareholders' equity, and cash flows for the year then ended (not presented
herein); and in our report dated February 16, 1996, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheet
as of December 31, 1995, is fairly stated, in all material respects, in relation
to the consolidated balance sheet from which it has been derived.





DELOITTE & TOUCHE LLP

Las Vegas, Nevada
April 27, 1996

                                       2

<PAGE>

<TABLE>
<CAPTION>
RIVIERA HOLDINGS CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
- ----------------------------------------------------------------------------------------------------


                                                                December 31,             March 31,
                        ASSETS                                    1995                     1996
                                                            ----------------          --------------
                                                                                         Unaudited

<S>                                                            <C>                    <C>          
CURRENT ASSETS:
  Cash and cash equivalents                                    $  21,962,021          $  27,886,842
  Accounts receivable, net                                         4,334,364              4,227,326
  Inventories                                                      2,186,500              2,664,765
  Prepaid expenses and other assets                                2,601,519              2,496,911
                                                               -------------          -------------

        Total current assets                                      31,084.404             37,275,844

PROPERTY AND EQUIPMENT, NET                                      121,049,407            121,395,964

OTHER ASSETS                                                       4,758,921              3,112,118

RESTRICTED CASH FOR PERIODIC SLOT PAYMENTS                         1,038,721              1,038,725
                                                               -------------          -------------

        TOTAL ASSETS                                           $ 157,931,453          $ 162,822,651
                                                               =============          =============

         LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt                             $  2,321,967          $   1,819,160
  Accounts payable                                                 8,408,298              7,228,745
  Current income taxes payable                                        50,716                746,715
  Accrued interest                                                    20,396              2,940,872
  Other accrued expenses                                           9,575,879              9,453,545
                                                               -------------           ------------
        Total current liabilities                                 20,377,256             22,189,037
                                                               -------------           ------------
DEFERRED INCOME TAXES                                              3,022,999              3,562,999
                                                               -------------           ------------
LONG-TERM DEBT, NET OF CURRENT PORTION                           108,249,315            108,316,163
                                                               -------------           ------------


COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:

  Common Stock ($.001 par value; 20,000,000
      shares authorized; 4,800,000 shares issued
      and outstanding)                                                 4,800                  4,800
  Additional paid-in capital                                      12,536,902             12,536,902
  Retained earnings                                               13,740,181             16,212,750
                                                               -------------           ------------
        Total shareholders' equity                                26,281,883             28,754,452
                                                               -------------           ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $ 157,931,453           $162,822,651
                                                               =============           ============

<FN>

            See notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>
RIVIERA HOLDINGS CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1995 AND 1996
                      (Unaudited)
- -------------------------------------------------------------------------------------------------

                                                                    1995                 1996
                                                                ------------         ------------

<S>                                                             <C>                  <C>         
REVENUES:
    Casino                                                      $ 19,152,184         $ 20,165,297
    Rooms                                                         10,467,452           11,257,384
    Food and beverage                                              5,525,835            5,828,257
    Entertainment                                                  2,264,010            5,524,502
    Other                                                          2,552,605            2,583,817
                                                                ------------         ------------

                                                                  39,962,086           45,359,257
    Less promotional allowances                                    2,765,766            3,636,262
                                                                ------------         ------------

               Net revenues                                       37,196,320           41,722,995
                                                                ------------         ------------

COSTS AND EXPENSES:
    Direct costs and expenses of operating departments:
        Casino                                                    11,102,415           12,406,998
        Rooms                                                      4,718,799            4,666,563
        Food and beverage                                          3,910,896            3,922,068
        Entertainment                                              1,581,987            3,722,726
        Other                                                        892,435              970,728
    Other operating expenses:
        Selling, general and administrative                        7,223,781            7,460,107
        Provision for bad debts                                      342,490              143,053
        Depreciation and amortization                              1,594,980            1,888,022
                                                                ------------         ------------

               Total costs and expenses                           31,367,783           35,180,265
                                                                ------------         ------------


INCOME FROM OPERATIONS                                             5,828,537            6,542,730
                                                                ------------         ------------



OTHER INCOME (EXPENSE):
    Interest expense                                             (3,139,588)          (3,061,400)
    Interest income                                                  224,631              277,239
                                                                ------------         ------------

               Total other income (expense)                      (2,914,957)          (2,784,161)
                                                                ------------         ------------

INCOME BEFORE PROVISION FOR INCOME TAXES                           2,913,580            3,758,569
                                                                ------------         ------------


PROVISION FOR INCOME TAXES                                         1,005,000            1,286,000
                                                                ------------         ------------


NET INCOME                                                      $  1,908,580         $  2,472,569
                                                                ============         ============


WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
    - PRIMARY AND FULLY DILUTED                                    4,800,000            5,048,178
                                                                ============         ============


EARNINGS PER COMMON AND COMMON EQUIVALENT
    SHARE - PRIMARY AND FULLY DILUTED                           $       0.40         $       0.49
                                                                ============         ============


<FN>

See notes to condensed consolidated financial statements
</FN>
</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>
RIVIERA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1995 AND 1996
               (Unaudited)
- -------------------------------------------------------------------------------------------------

                                                                        1995              1996
                                                                    ------------       ----------

<S>                                                                  <C>               <C>       
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                                           $1,908,580        $2,472,569
    Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation and amortization                                 1,594,980         1,888,022
        Provision for bad debts                                         342,490           143,053
        Provision for gaming discounts                                   17,500            13,750
        Interest expense                                              3,139,588         3,061,400
        Interest paid                                                  (200,425)         (140,924)
    Changes in operating assets and liabilities:
        (Increase) decrease in accounts receivable                      542,233          (49,765)
        (Increase) decrease in inventories                              (13,190)         (478,265)
        (Increase) decrease in prepaid expenses and other              (203,798)           104,608
        assets
        Decrease in restricted cash for periodic slot payments              (13)                 0
        Increase in accounts payable                                   (112,173)       (1,179,558)
        (Decrease) increase in accrued expenses                         489,134          (122,334)
        Increase (decrease) in current income taxes payable             170,000           695,999
        Increase in deferred income taxes                               235,000           540,000
        Increase in non-qualified pension plan obligation to CEO
               upon retirement                                           99,999           106,177
                                                                    -----------        ----------

        Net cash provided by operating activities                     8,009,905         7,054,732
                                                                    -----------        ----------


CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures for property and equipment                  (1,899,168)       (2,234,578)
    Decrease (increase) in other assets                                 208,424         1,646,803
                                                                    -----------        ----------

        Net cash used in investing activities                        (1,690,744)         (587,775)
                                                                    -----------        ----------


CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from long-term borrowings                                   40,890            49,179
    Payments on long-term borrowings                                   (628,828)         (591,315)
                                                                    -----------        ----------

        Net cash used in financing activities                          (587,938)         (542,136)
                                                                    -----------        ----------


INCREASE IN CASH AND CASH EQUIVALENTS                                 5,731,223         5,924,821

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                       16,425,357        21,962,021
                                                                    -----------        ----------


CASH AND CASH EQUIVALENTS, END OF PERIOD                            $22,156,580       $27,886,842
                                                                    ===========       ===========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    - INCOME TAXES PAID                                                $600,000           $50,000
                                                                    -----------        ----------


<FN>
See notes to condensed consolidated financial statements
</FN>
</TABLE>


                                       5
<PAGE>




                  RIVIERA HOLDINGS CORPORATION AND SUBSIDIARY



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - Riviera Holdings Corporation ("the Company") and its
wholly-owned subsidiary Riviera Operating Corporation ("ROC") were incorporated
on January 27, 1993, in order to acquire all assets and liabilities of Riviera,
Inc. Casino-Hotel Division (the "Hotel & Casino") .

On June 29, 1993, the Company obtained regulatory approval of their gaming
application from the State of Nevada. For financial reporting purposes it is
assumed the effective date of the plan occurred on midnight June 30, 1993 with
the assets and liabilities being transferred from the Hotel & Casino to the
Company on July 1, 1993. In connection with the effectiveness of the Plan, the
Company and its wholly-owned subsidiary ROC acquired all of the assets of
Riviera, Inc. relating to the Hotel & Casino. On the effective date of the Plan,
the Company issued to holders of Floating Rate First Mortgage Notes, Floating
Rate First Mortgage Reset Notes and Second Series Floating Rate First Mortgage
Notes of the Hotel & Casino (a) 120,000 shares of its common stock, par value
$.001 per share, pre-split, and (b) an aggregate of $100,000,000 first mortgage
notes due December 31, 2002. The Company also issued other notes to unsecured
creditors of the Hotel & Casino.

On April 26, 1994, at the annual meeting, the shareholders of the Company
approved an amendment to the Company's Amended and Restated Articles of
Incorporation to increase the authorized shares of Common Stock from 500,000 to
5,000,000 and a ten-for-one stock split. On November 16, 1995, at a special
meeting, The Shareholders of the Company voted to increase the total number of
authorized shares from 5,000,000 to 20,000,000 with 1,088,580 shares voting for
the proposal and 1,200 shares voting against. Accordingly, per share
information, average number of shares outstanding and number of shares
outstanding in the accompanying condensed consolidated financial statements have
been adjusted for the stock split as of the earliest date presented ( March 31,
1995).

Riviera Gaming Management, Inc. ("RGM"), a wholly owned subsidiary, was
incorporated in August 1995 in the State of Nevada for the purpose of obtaining
management contracts in Nevada and other jurisdictions.

The financial information at March 31, 1996 and for the three months ended March
31, 1996 and 1995, is unaudited. However, such information reflects all
adjustments (consisting solely of normal recurring adjustments) that are, in the
opinion of management, necessary for a fair presentation of the financial
position, results of operations, and cash flows for the interim periods. The
results of operations for the three months ended March 31, 1996 and for the
three months ended March 31, 1995, are not necessarily indicative of the results
that will be achieved for the entire year. Certain reclassifications have been
made to the 1995 financial statements to conform with the current year
presentation.

                                       6
<PAGE>

These financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto for the year ended December
31, 1995, included in the Company's Annual Report on Form 10-K.

Legal Proceedings

The Company, along with most of the other major hotel-casino companies had been
named in a class action lawsuit that had been transferred to the United States
District Court, for the State of Nevada. This lawsuit was dismissed on April 24,
1996.

Nature of Operations

The sole line of business of the Company is the operation of the Riviera Hotel
and Casino in Las Vegas, Nevada. The Company is engaged in a single industry
segment, the operation of a hotel/casino with restaurants and related
facilities. Casino operations are subject to extensive regulation in the State
of Nevada by the Gaming Control Board and various other state and local
regulatory agencies. Management believes that the Company's procedures for
supervising casino operations, for recording casino and other revenues and for
granting credit comply in all material respects with the applicable regulations.

Earnings Per Share

Earnings per common and common equivalent share and earnings per common shares
assuming full dilution are computed using the weighted average number of shares
outstanding adjusted for the incremental shares attributed to outstanding
options to purchase common stock.

                                       7
<PAGE>



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following table sets forth certain operating information for the Company for
the three months ended March 31, 1995 and the three months ended March 31, 1996:

                                                        Three Months
                                                      Ended March 31,
                                                ------------------------------
                                                 1995                  1996
                                                 ----                  ----
                                                         Unaudited
REVENUES:
     Casino                                     $19,152               $20,165
     Rooms                                       10,467                11,257
     Food and beverage                            5,526                 5,828
     Entertainment                                2,264                 5,525
     Other                                        2,553                 2,584
                                                  -----                 -----
                                                 39,962                45,359
     Less promotional allowances                  2,766                 3,636
                                                  -----                 -----

     Net revenues                                37,196                41,723
                                                 ------                ------

COSTS AND EXPENSES:
     Casino                                      11,102                12,407
     Rooms                                        4,719                 4,667
     Food and beverage                            3,911                 3,922
     Entertainment                                1,582                 3,723
     Other                                          892                   971
     Selling, general and                         7,224                 7,460
     administrative
     Provision for bad debts                        342                   143
                                                    ---                   ---

     Total costs and expenses                    29,772                33,293
                                                 ------                ------

EBITDA (a)                                      $ 7,424                $8,430
                                                =======                ======

NET INCOME                                      $ 1,909                $2,473
                                                =======                ======

(a) "EBITDA" consists of operating income plus depreciation and amortization.
EBITDA should not be construed as an alternative to operating income (as
determined in accordance with generally accepted accounting principles) as an
indicator of the Company's operating performance or to cash flows from operating
activities (as determined in accordance with generally accepted accounting
principles) as a measure of liquidity. Management believes that EBITDA gives an
indication of the cash generating capacity of the Company and is useful as a
comparison with other industry participants.


                                       8
<PAGE>





Comparison of Three Months Ended March 31, 1996 Versus the Three Months Ended
March 31, 1995
- -------------------------------------------------------------------------------

Revenues

Net revenues increased $4,527,000 (12.2%) to $41,723,000 for the three months
ending March 31, 1996, compared to the quarter ended March 31, 1995. Total
casino revenues increased $1,013,000 (5.3%). Slot revenues increased $1,519,000
(12.6%) for the three months ended March 31, 1996 compared to the quarter ended
March 31, 1995, due to an increase in promotional programs directed at the slot
player. Table games revenue, including baccarat, decreased $726,000 (11.9%) from
the prior year. The cash drop(1) increase of $723,000 was partially offset by a
decrease in credit drop of $557,000 resulting in a net increase of $166,000
(.5%). The win percentage(2) decreased from 17.8% to 15.6%. The increase in drop
represents an increase in win of $29,000 and the decrease in win percentage
represents a decrease in win of $755,000. The increase in drop is attributable
to special events marketing programs, and the decrease in win percentage is due
to the normal fluctuations in table games. Room revenues increased $790,000
(7.6%) to $11,257,000 in the first quarter of 1996 as compared to 1995 and the
average room rate increased $1.68. Occupancy increased to 98.8% in 1996 from
95.4% in 1995. First quarter business mix indicates an increase of 8,000 room
nights for vacationers, an increase of 8.6% over first quarter 1995. Food and
beverage revenues increased $302,000 (5.5%) due primarily to increased covers in
the bars and the buffet. Entertainment revenues increased $3,261,000 from
$2,264,000 in first quarter 1995 to $5,525,000 in 1996. The Splash production
show was closed in the first half of 1995 and accounted for $2,854,000 of the
increase in entertainment revenues. Promotional allowances increased $870,000
(31.5%) because of additional show ticket complimentaries offered to promote the
Splash II production show, and also because of additional casino and slot
marketing programs.

Costs and Expenses

Total costs and expenses increased $3,521,000 (11.83%) in the three months ended
March 31, 1996, as compared to 1995. Casino expense increased $1,305,000 (11.8%)
as the result of increased promotional allowances and additional special events
marketing. Entertainment costs increased $2,141,000 (135.3%) due primarily to
Splash II expenses of $2,300,000 in 1996 compared to the absence of Splash
expense in 1995. The provision for bad debts decreased $199,000 (58.2%) as a
result of the reduction in credit play in the casino, primarily the Mexican
baccarat player.

- ----------
(Footnotes)

(1)  "Historical Drop" as defined by the regulations of the Nevada Gaming
     Commission and Gaming Control Board (which is an approximate measure of
     funds exchanged into chips for use at the Hotel & Casino less credit
     instruments repaid at the gaming tables).

(2)  Win percentage is calculated by dividing table games revenue by Historical
     Drop.

                                       9
<PAGE>


EBITDA

Earnings before depreciation, interest, taxes, and amortization increased
$1,006,000 (13.6%) to $8,430,000 in the first quarter of 1996 compared to 1995.
The increase resulted primarily from increased slot, rooms and entertainment
revenues.

Net Income

The Company reported a net income of $2,473,000 in the first quarter of 1996 as
compared to $1,909,000 during the same period in 1995, an increase of $564,000
(29.6%). Depreciation and amortization increased $293,000 due to capital
improvements that were made since the first quarter of 1995. Federal income tax
expense increased $281,000 in the three months ended March 31, 1996.

Liquidity and Capital Resources
- -------------------------------------------------------------------------------

The Company had cash and cash equivalents of $27,887,000 at March 31, 1996,
which was an increase of $5,925,000 from the balances at the year ended December
31, 1995. Significant debt service on the bonds and class notes are due in June
and December and should be considered in evaluating cash increases in the first
and third quarters.

EBIDTA for the three months ended March 31, 1996 and the year ended December
31,1995 was $8,430,000 and $ 27,791,000, respectively, which was adequate to
cover the Company's debt service and capital expenditures. Current projections
of EBITDA for 1996 are modestly in excess of 1995 and management believes that
sufficient cash flow will be available to cover the Company's debt service and
enable investment in budgeted capital expenditures of approximately $11,165,0000
for 1996. However, if cash flow does not meet projections, management would
defer capital expenditures. In the first three months of 1996 the Company made
capital expenditures of $2,235,000.

The following table sets forth the scheduled cash payments required to be made
by the Company in respect of principal and interest on the first Mortgage Notes,
the Class Notes, and other debts for each year through the maturity dates of the
First Mortgage Notes and the Class Notes as of December 31, 1995.

                                                                Pre Funded
                                                              Slot Annuities
                                                                Included in
                                          Total Principal        Principal
 Year        Interest      Principal        and Interest         Payments
 ----        --------      ---------         ------------         --------

 1996      12,061,000      2,322,000          14,383,000           318,000
 1997      11,812,000      2,055,000          13,867,000           318,000
 1998      11,619,000      1,880,000          13,499,000           217,000
 1999      11,425,000      1,844,000          13,269,000           117,000
 2000      11,209,000      1,898,000          13,107,000            68,000

 2001      11,019,000        572,000          11,591,000
 2002      11,000,000    100,000,000         111,000,000
          -----------   ------------        ------------        ----------
          $80,145,000   $110,571,000        $190,716,000        $1,038,000

                                       10
<PAGE>


Cash flow from operations is not expected to be sufficient to pay the principal
of the First Mortgage Notes at maturity in 2002. Accordingly, the ability of the
Company to repay the First Mortgage Notes at maturity will be dependent upon its
ability to refinance the First Mortgage Notes. There can be no assurance that
the Company will be able to refinance the principal amount of the First Mortgage
Notes.


The First Mortgage Notes may not be redeemed except as set forth below prior to
June 1, 1998, and thereafter, may be redeemed at the option of the Company at
the following prices (expressed as a percentage of principal amount):


If redeemed during the 12-month period beginning June 1,
                                             
                     Year                    Percentage
                     ----                    ----------

                     1998                     104.3125%
                     1999                     102.8750%
                     2000                     101.4375%
                     2001 and thereafter      100.0000%


The First Mortgage Notes provide for mandatory redemption by the Company upon
the order of the Nevada Gaming Authorities. The First Mortgage Notes also
provide that, in certain circumstances, the Company must offer to repurchase the
First Mortgage Notes upon the occurrence of a change of control or certain other
events. In the event of such mandatory redemption or repurchase prior to
maturity, the Company would be unable to pay the principal amount for the First
Mortgage Notes without a refinancing.

During the reorganization proceeding of Riviera, Inc., certain capital
expenditures were deferred. Management considers it important to the competitive
position of the Hotel & Casino that expenditures be made to upgrade the
property. Capital expenditures totaled approximately $5,786,000 in 1993,
$8,933,000 in 1994 and $7,836,000 in 1995. Management has budgeted $11,165,000
in 1996 that the Company expects to finance from cash flow.

The Indenture imposes certain financial covenants and restrictions on the
Company and ROC, including a minimum consolidated net worth requirement and
limitations on the payment of dividends, the incurrence of debt and granting of
liens, capital expenditures and mergers and sales of assets. As a result of
these restrictions, the ability of the company and ROC to incur additional
indebtedness to fund operations or to make capital expenditures is limited. In
the event that cash flow from operations is insufficient to cover cash
requirements, the Company and ROC may not be able to obtain additional funds.
The Company and ROC would be required to curtail or defer certain of their
capital expenditure programs under these circumstances, which could have an
adverse effect on the Company's operations.

                                       11
<PAGE>


Effective September 8, 1995, the Board of Directors and holders of 94% of the
Company's 11% Mortgage Notes ("Notes") approved amendments to certain Note
restrictive covenants. Noteholders who consented to the amendments received a
$5.00 fee for each $1,000 of Notes.


The amendments are designed to permit the Company's management team to utilize
its expertise in turning around troubled gaming properties which are either in,
or on the verge of, bankruptcy and managing casinos in so-called "new venues.
The Company would expect to make a limited investment and obtain a profit based
management contract in properties with which it becomes involved.


                                       12

<PAGE>




                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                       RIVIERA HOLDINGS CORPORATION


                                       By /s/ William L. Westerman
                                       ---------------------------
                                       Chairman of the Board and
                                       Chief Executive Officer


                                       By /s/ Duane Krohn
                                       ------------------
                                       Treasurer and
                                       Chief Financial Officer


                                       Date:  May 10, 1996


                                       13

<PAGE>

                                                                   EXHIBIT 23.1




INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration Statement of
Riviera Holdings Corporation on Form S-8 of our report dated February 16, 1996,
appearing in the Annual Report on Form 10-K of Riviera Holdings Corporation for
the year ended December 31, 1995.


/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Las Vegas, Nevada
May 10, 1996




<PAGE>
[{"type": "S-8", "sequence": "1", "description": "RIVIERA FORM S-8", "secsgml_size_bytes": 281079}]
{"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": "333-03631", "film-number": "96562062"}, "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 May 13, 1996

                                                   Registration No. 33-[     ]
================================================================================

                       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
   (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 Plan)

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

                              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
                               477 Madison Avenue
                            New York, New York 10022
                                 (212) 326-3500
                                -----------------
CALCULATION OF REGISTRATION FEE
==========================================================================================================
                                 Amount            Proposed          Proposed Maximum
         Title of                 to be        Maximum Offering      Aggregate Offering      Amount of
Securities to be Registered    Registered       Price Per Share            Price          Registration Fee
- ----------------------------------------------------------------------------------------------------------
Common Stock          880,000 shares        $13.25              $11,660,000         $4,020.69
==========================================================================================================
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

            The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

            (a) The latest Annual Report on Form 10-K of Riviera Holdings
Corporation (the "Company"), which at the date of this Registration Statement on
Form S-8 (this "Registration Statement") is its Annual Report on Form 10-K for
the fiscal year ended December 31, 1995.

            (b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities and Exchange Act of 1934 (the "Exchange Act") since the end of
the fiscal year covered by the Company's latest Annual Report on Form 10-K.

            All documents filed by the Company after the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference into this Registration
Statement will be deemed to be modified or superseded for purposes of this other
subsequently cited document which also is or is deemed to be incorporated by
reference into this Registration Statement modifies or supersedes that
statement.

Item 4.  Description of Securities

            The following description is a summary, does not purport be complete
and is qualified in its entirety by reference to the Amended and Restated
Articles of Incorporation (the "Charter") and the Bylaws of the Company, which
have been filed as exhibits to this Registration Statement.

            The Company is authorized to issue 20,000,000 shares of common
stock, par value $.001 per share (the "Common Stock"). There were 4,800,000
shares of Common Stock outstanding which were held by approximately 240 persons
as of April 5, 1996. An aggregate of 880,000 shares of Common Stock are being
offered hereby, 480,000 shares pursuant to the Riviera Holdings Corporation 1993
Stock Option Plan, 300,000 shares pursuant to the Riviera Holdings Corporation
Stock Purchase Plan, 50,000 shares pursuant to the Riviera Holdings Corporation
Nonqualified Stock Option Plan for Non-Employee Directors and 50,000 shares
pursuant to the Riviera Holdings Corporation Stock Compensation Plan for
Directors Serving on the Compensation Committee (collectively, the "Plans").

            All of the outstanding shares of Common Stock, including the shares
to be sold in this Offering are duly authorized, validly issued, and when paid
for pursuant to the terms of the Plans will be fully paid and non-assessable.
Holders of shares of Common Stock are entitled to receive dividends when and as
declared by the Board of Directors from funds legally available therefor. In the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the
Company, after payment to the holders of the Company's 11% First Mortgage Notes
due December 31, 2002 of the full amount to which they are entitled, the holders
of Common Stock shall be entitled to share ratably in the remaining assets of
the Company legally available for distribution to the stockholders.

            The shares of Common Stock have no preemptive, subscription,
redemption or conversion rights. The shares of Common Stock do not have
cumulative voting rights, which means the holder or holders of more than half of
the shares voting for the election of directors can elect all directors then
being elected. Each holder of Common Stock is entitled to one vote per share.

            Certain provisions of the General Corporate Law of Nevada ("Nevada
Law") and of the Charter and Bylaws of the Company summarized in the following
paragraphs may be deemed to have an anti-takeover effect and may delay, defer or
prevent a tender offer or takeover attempt that a stockholder might consider in
its best interest, including those attempts that might result in a premium over
the market price for the shares held by stockholders or a change in the
management of the Company. The Company believes, however, that the benefits of
increased protection of the Company's potential ability to negotiate with the
proponent of an unfriendly or unsolicited proposal to acquire or restructure the
Company outweigh the disadvantages of discouraging such proposals because, among
other things, negotiations of such proposals may result in an improvement of
their terms. The description set forth below is intended as a summary only and
is qualified in its entirety by reference to Nevada Law and the Charter and
Bylaws.

            The Company is subject to Sections 78.411-78.444 of the Nevada Law,
which prohibit a publicly held Nevada company from consummating a "combination,"
except under certain circumstances, with an "interested stockholder" for a
period of three years after the date such person became an "interested
stockholder" unless prior to the date of the combination, the transaction is
approved by the Board of Directors of the corporation. After the expiration of
the three year period, such combinations continue to be prohibited unless (i)
the transaction is approved by the Board of Directors of the corporation, (ii)
the transaction is approved by the affirmative vote of the holders of stock
representing a majority of the outstanding voting power not beneficially owned
by the interested stockholder, his affiliates or associates or (iii) certain
requirements are met with regard to consideration received by the other holders
of outstanding shares. An "interested stockholder" is defined as a person who,
together with affiliates and associates, owns (or, within the prior three years,
owned) 10% or more of a corporation's outstanding voting stock. A "combination"
includes (i) any merger or consolidation of the corporation with the interested
stockholder, (ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition to the interested stockholder of a specified amount of the assets of
the corporation, (iii) the issuance by the corporation to the interested
stockholder of a specified amount of shares of the corporation, (iv) any plan of
liquidation or dissolution of the corporation under any agreement with the
interested stockholder, (v) any reclassification, recapitalization, merger or
consolidation or other transaction under any agreement with the interested
stockholder that has the effect of increasing the proportionate share of the
outstanding shares owned by the interested stockholder or (vi) any receipt by
the interested stockholder of the benefit of any loan, advance, guarantee,
pledge or other financial assistance or tax advantage provided by the
corporation.

            The Company's Charter provides that the Board of Directors shall
consist of not less than three nor more than ten members, the exact number to
be determined from time to time by the Board of Directors.  The Board of
Directors has set the number of directors at four. The Bylaws

                                      - 2 -
provide that any director may be removed from office by the vote or written
consent of stockholders representing not less than two-thirds of the voting
power of the issued and outstanding stock entitled to vote for the election of
directors.

            The Company's Charter provides that the affirmative vote of sixty
percent (60%) of the shares of Common Stock then outstanding, voting separately
as a single class, in person or in proxy, either in writing without a meeting or
at a special or annual meeting of holders of Common Stock called for that
purpose, shall be necessary to (i) amend the Charter or approve any resolution
adopted by the Board of Directors which would materially alter or change the
powers, preferences or special rights of the Common Stock so as to adversely
affect the holders thereof, (ii) amend the Charter or approve any resolution
adopted by the Board of Directors which would authorize or increase the
authorized number shares of any class or series of stock of the Company ranking
senior in preference or privilege to the Common Stock either as to dividends or
upon liquidation, dissolution or winding up, (iii) authorize certain mergers or
consolidations of the Company and (iv) authorize any sale, lease or exchange of
all or substantially all of the properties or assets of the Company or the
voluntary liquidation, dissolution or winding up of the Company.

            The Company's Charter also provides that a Substantial Stockholder
(as defined below) shall be entitled to cast only one hundredth (1/100) of one
vote per share for each share in excess of 10% of the then issued and
outstanding shares of Common Stock. A Substantial Stockholder is any person or
group who has acquired within any consecutive three year period beneficial
ownership, directly or indirectly, of more than 10% of the outstanding Common
Stock, but does not include any person who received such shares pursuant to the
Joint Plan of Reorganization in connection with the reorganization of the
Company's predecessor in June 1993.

Item 5.  Interests of Named Experts and Counsel

            Not applicable.

Item 6.  Indemnification of Directors and Officers

            Nevada law provides that Nevada corporations may include within
their articles of incorporation provisions eliminating or limiting the personal
liability of their directors and officers in stockholder actions brought to
obtain damages for alleged breaches of fiduciary duties, as long as the alleged
acts or omissions did not involve intentional misconduct, fraud, a knowing
violation of law or payment of dividends in violation of the Nevada statutes.
Nevada law also allows Nevada corporations to include in their articles of
incorporation or bylaws provisions to the effect that expenses of officers and
directors incurred in defending a civil or criminal action must be paid by the
corporation as they are incurred, subject to an undertaking on behalf of the
director or officer that he or she will repay such expenses if it is ultimately
determined by a court of competent jurisdiction that such officer or director is
not entitled to be indemnified by the corporation because such officer or
director did not act in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the corporation.

            Nevada law provides that Nevada corporations may eliminate or limit
the personal liability of its directors and officers. This means that the
articles of incorporation could state a dollar maximum for which directors would
be liable, either individually or collectively, rather than eliminating
liability to the full extent permitted by the law.

                                      - 3 -
The Charter provides that a director or officer of the Company shall
not be personally liable to the Company or its stockholders for damages for any
breach of fiduciary duty as a director or officer, except for liability for (i)
acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) the payment of distributions in violation of NRS
78.300. In addition, NRS 78.751 and Article VII of the Bylaws of the Company,
under certain circumstances, provide for the indemnification of the officers and
directors of the Company against liabilities which they may incur in such
capacities. A summary of the circumstances in which such indemnification is
provided for is set forth in the following paragraph, but such summary is
qualified in its entirety by reference to Article VII of the Bylaws of the
Company.

            In general, any director or officer of the Company (an "Indemnitee")
who was or is a party to, or is threatened to be made a party to, or is
otherwise involved in any threatened, pending or completed action or suit
(including without limitation an action, suit or proceeding by or in the right
of the Company), whether civil, criminal, administrative or investigative (a
"Proceeding") by reason of the fact that the Indemnitee is or was a director or
officer of the Company or is or was serving in any capacity at the request of
the Company as a director, officer, employee, agent, partner or fiduciary of, or
in any other capacity for, another corporation or any partnership, joint
venture, trust or other enterprise shall be indemnified and held harmless by the
Company for actions taken by the Indemnitee and for all omissions to the full
extent permitted by Nevada law against all expense, liability and loss
(including without limitation attorneys' fees, judgments, fines, taxes,
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by the Indemnitee in connection with any Proceeding. The rights to
indemnification specifically include the right to reimbursement from the Company
for all reasonable costs and expenses incurred in connection with the Proceeding
and indemnification continues as to an Indemnitee who has ceased to be a
director or officer. The Board of Directors may include employees and other
persons as though they were Indemnitees. The rights to indemnification are not
exclusive of any other rights that any person may have by law, agreement or
otherwise.

            The Bylaws also provide that the Company may purchase and maintain
insurance or make other financial arrangements on behalf of any person who
otherwise qualifies as an Indemnitee under the foregoing provisions. Other
financial arrangements to assist the Indemnitee are also permitted, such as the
creation of a trust fund, the establishment of a program of self-insurance, the
securing of the Company's obligation of indemnification by granting a security
interest or other lien on any assets (including cash) of the Company and the
establishment of a letter of credit, guarantee or surety.

            The Company and Riviera Operating Corporation, the Company's
wholly-owned subsidiary ("ROC") have entered into agreements with each of their
respective directors, executive officers and significant employees providing for
indemnification by the Company and ROC of each of them to the extent permitted
by their respective Charters and Bylaws.

Item 7.  Exemption from Registration Claimed

            Pursuant to the Company's 1993 Stock Option Plan, the Company
granted options to purchase 228,000 shares (as adjusted for stock splits) of
Common Stock in 1993 and 132,000 shares (as adjusted for stock splits) of Common
Stock in 1995. Such options were issued by the Company pursuant to the exemption
from registration provided by Section 4(2) of the Securities Act of 1933 (the
"Act").

                                      - 4 -
Item 8.  Exhibits

Exhibit 4.1    Second Amended and Restated Articles of Incorporation of the
               Company dated May 10, 1996
Exhibit 4.2    Bylaws of the Company (filed as Exhibit 3.2 to the Company's
               Registration Statement on Form S-1 (No. 33-67206) filed with the
               Commission on August 11, 1993 and incorporated herein by
               reference)
Exhibit 4.3    Specimen Certificate for Common Stock of the Company
Exhibit 4.4    Riviera Holdings Corporation 1993 Stock Option Plan
Exhibit 4.5    Riviera Holdings Corporation Stock Purchase Plan
Exhibit 4.6    Riviera Holdings Corporation Nonqualified Stock Option Plan for
               Non-Employee Directors
Exhibit 4.7    Riviera Holdings Corporation Stock Compensation Plan for
               Directors Serving on the Compensation Committee
Exhibit 5.1    Legal Opinion of Dechert Price & Rhoads
Exhibit 13.1   The Company's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1995
Exhibit 13.2   The Company's Quarterly Report on Form 10-Q for the fiscal
               quarter ended March 31, 1996
Exhibit 23.1   Consent of Deloitte & Touche LLP
Exhibit 23.2   Consent of Dechert Price & Rhoads (included in their opinion
               filed herewith as Exhibit 5.1)

Item 9.  Undertakings

1.    The undersigned registrant hereby undertakes:

      a. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such information in this
Registration Statement.

      b. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      c. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                                      - 5 -
3. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceedings) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      - 6 -
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 10 day of May,
1996.

                                    RIVIERA HOLDINGS CORPORATION

                                    By:   /s/William L. Westerman
                                       ----------------------------------------
                                       William L. Westerman
                                       Chairman of the Board, Chief Executive
                                       Officer and President

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capacity
indicated on May 10, 1996.

            Signature                     Title
            ---------                     -----

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

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

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

 /s/ William Friedman                     Director
- -------------------------------
   William Friedman

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

                                      - 7 -
EXHIBIT INDEX

  Exhibit
    No.                     Description of Index                            Page
    ---                     --------------------                            ----

    4.1       Second Amended and Restated Articles of Incorporation
              of the Company dated May 10, 1996............................

    4.3       Specimen Certificate for Common Stock of the Company.........

    4.4       Riviera Holdings Corporation 1993 Stock Option Plan..........

    4.5       Riviera Holdings Corporation Stock Purchase Plan.............

    4.6       Riviera Holdings Corporation Nonqualified Stock Option
              Plan for Non-Employee Directors..............................

    4.7       Riviera Holdings Corporation Stock Compensation Plan
              for Directors Serving on the Compensation Committee..........

    5.1       Legal Opinion of Dechert Price & Rhoads......................

    13.1      The Company's Annual Report on Form 10-K for the
              fiscal year ended December 31, 1995..........................

    13.2      The Company's Quarterly Report on Form 10-Q for the
              fiscal quarter ended March 31, 1996..........................

    23.1      Consent of Deloitte & Touche LLP.............................

    23.2      Consent of Dechert Price & Rhoads (included in their
              opinion filed herewith as Exhibit 5.1).......................

                                      - 8 -
EXHIBIT 4.1

                                  SECOND RESTATED
                             ARTICLES OF INCORPORATION
                                        OF
                           RIVIERA HOLDINGS CORPORATION

      Pursuant to the provisions of Nevada Revised Statutes ("NRS") Section
78.403 the undersigned corporation adopts these Second Restated Articles of
Incorporation. The Amended and Restated Articles of Incorporation filed June 18,
1993, and as amended to the date of this certificate, are hereby Restated as
follows:

                                     ARTICLE I
                                       NAME

      The name of the corporation shall be RIVIERA HOLDINGS CORPORATION.

                                    ARTICLE II
                                 REGISTERED OFFICE

      The name of the Resident Agent and the street address of the registered
office in the State of Nevada where process may be served upon the corporation
is John A. Wishon, Riviera Hotel & Casino, 2901 Las Vegas Boulevard South, Las
Vegas, Clark County, Nevada 89109. The corporation may, from time to time, in
the manner provided by law, change the resident agent and the registered office
within the State of Nevada. The corporation may also maintain an office or
offices for the conduct of its business, either within or without the State of
Nevada.

                                    ARTICLE III
                                   CAPITAL STOCK

      Section 1. Authorized Shares. The total number of shares of capital stock
of the corporation which the corporation shall have authority to issue is
20,000,000 shares of common stock, par value $.001 (the "Common Stock").
Notwithstanding the foregoing, the corporation shall be prohibited from issuing
equity securities having no voting rights whatsoever.

      Section 2. Consideration for Shares. The capital stock authorized by
Section 1 of this Article shall be issued for such consideration as shall be
fixed, from time to time, by the Board of Directors.
Section 3. Assessment of Stock. The capital stock of the corporation,
after the amount of the subscription price has been fully paid in, shall not be
assessable for any purpose, and no stock issued as fully paid shall ever be
assessable or assessed. No stockholder of the corporation is individually liable
for the debts or liabilities of the corporation.

      Section 4. Cumulative Voting For Directors. No stockholder of the
corporation shall be entitled to cumulative voting of their shares for the
election of directors.

      Section 5. Preemptive Rights. No stockholder of the corporation shall have
any preemptive rights.

      Section 6. Special Common Stock Voting Provisions. The holders of Common
Stock shall, subject to Section 7, be entitled to one (1) vote for each share
held and any action requiring the consent of the holders of Common stock shall
be approved by the stockholders holding at least a majority of the voting power
of the shares then outstanding, subject to the following special requirements.

            (a) Commencing on the date of initial issuance of shares of Common
Stock and ending on the first anniversary thereof, the affirmative vote of the
stockholders holding at least sixty percent (60%) of the voting power of the
shares of Common Stock outstanding, voting separately as a single class, in
person or in proxy, either In writing without a meeting or at a special or
annual meeting of holders of Common Stock called for that purpose, shall be
required before the corporation may Issue, in any single or related series of
transactions, preferred stock, warrants, options or other securities (other than
shares of Common Stock), exchangeable for, convertible into, or having the right
to purchase with or without consideration, an amount of Common Stock equal to up
to twenty percent (20%) or more of the Common Stock or common stock equivalents
outstanding immediately prior to the proposed transaction.

            (b) At any time after the initial Issuance of shares of Common
Stock, the affirmative vote of sixty percent (60%) of the shares of Common Stock
then outstanding, voting separately as a single class, in person or in proxy,
either in writing without a meeting or at a special or annual meeting of holders
of Common Stock called for that purpose, shall be necessary to:

                  (i) Amend the Articles of Incorporation of the corporation or
approve any resolution adopted by the Board of Directors which would materially
alter or change the powers, preferences or special rights of the Common Stock so
as to adversely affect the holders of the Common Stock, or to otherwise amend
Section 7 of the Articles of Incorporation (to the extent provided in Subsection
7(m)).

                  (ii) Amend the Articles of Incorporation of the corporation or
approve any resolution adopted by the Board of Directors which would authorize
or increase the authorized number of shares of any class or series of stock of
the corporation ranking

                                      -2-
senior in preference or privilege to the Common Stock either as to dividends or
upon liquidation, dissolution or winding up;

                  (iii) Authorize any merger or consolidation, the effect of
which is that (A) the corporation will not be the continuing or surviving
person, or (B) if the corporation is the continuing or surviving person, the
shares of Common Stock of the corporation outstanding immediately prior to such
transaction shall be changed into or exchanged for equity securities, or other
securities of any other person, or for cash or any property other than
securities; and

                  (iv) Authorize (A) any sale, lease or exchange of all or
substantially all of the properties or assets of the corporation in one
transaction or a related series of transactions, or (8) the voluntary
liquidation, dissolution or winding up of the corporation.

      Section 7.  Substantial Stockholders.

            (a) It is the declared intent and policy of this corporation and its
stockholders that control of this corporation is an asset that belongs to all
stockholders of this corporation and that all such stockholders are entitled (i)
to participate, through an election to sell or otherwise dispose of their
shares, in any proposed acquisition of control of this corporation by another
person, and (ii) to be offered a price for their shares which is fair and
equitable under the circumstances and which includes an appropriate premium for
the acquisition of such control.

            (b) From and after the date any person first becomes a Substantial
Stockholder (as defined in Subsection 7(f)(2)) until such time as such person
shall cease to be a Substantial Stockholder, holders of issued and outstanding
shares of Common Stock (as defined in Subsection 7(f)(10)) beneficially owned
(as defined in Subsection 7(f)(3)) by such Substantial Stockholder, as of any
record date for the determination of stockholders entitled to vote on or consent
to any matter, in excess of 10% of the then issued and outstanding shares of
Common Stock shall, subject to the provisions of the last two sentences of this
Subsection 7(b), be entitled to cast only one-hundredth (1/100) of one vote per
share for each such share in excess of 10% of the then issued and outstanding
shares of Common Stock. Notwithstanding the foregoing, in the event such
Substantial Stockholder, or an Affiliate (as defined in Subsection 7(f)(7))
thereof, or any other person deemed to be the beneficial owner of Common Stock
also beneficially owned by such Substantial Stockholder, shall consummate a
Tender Offer (as defined in Subsection 7(f)(9)) conforming with the provisions
of Subsections 7(d) and 7(e), holders of all Common Stock beneficially owned by
such Substantial Stockholder shall thereupon be entitled to cast one vote per
share of Common Stock on each matter voted upon or consented to by the holders
of Common Stock of this corporation. The number of votes which may be cast by
any record owner by virtue of the provisions of this Section 7 in respect of
Common Stock beneficially owned by a Substantial Stockholder shall be a number
equal to the total number of votes which a single record owner of all shares of
Common Stock beneficially owned by such Substantial Stockholder would be
entitled to cast, multiplied by a fraction,

                                      -3-
the numerator of which is the number of shares of Common Stock beneficially
owned by such Substantial Stockholder and owned of record by such record owner
and the denominator of which is the total number of shares of Common Stock
beneficially owned by such Substantial Stockholder, whether or not owned of
record.

            (c) Until such time as a Substantial Stockholder (or an Affiliate
thereof or any other person deemed to be the beneficial owner of Common Stock
also beneficially owned by such Substantial Stockholder) shall consummate a
Tender Offer conforming with the provisions of Subsections 7(d) and 7(e), in no
event (but subject to the provisions of the last sentence of this Subsection
7(c)) shall such Substantial Stockholder and the record owner(s) of all shares
of any Common Stock beneficially owned by such Substantial Stockholder
collectively be entitled or permitted to cast, by virtue of their beneficial or
record ownership of Common Stock beneficially owned by such Substantial
Stockholder, in excess of 15% of the total number of votes which the holders of
all then outstanding Common Stock would (after giving effect to the provisions
of Subsection 7(b)) be entitled to cast on any matter presented to the holders
of Common Stock for vote. If the provisions of the preceding sentence shall have
the effect of reducing the total number of votes which any Substantial
Stockholder and the record owner(s) of Common Stock beneficially owned by such
Substantial Stockholder shall be entitled to cast, such reduction shall be
effected, and the number of votes which such record owner(s) shall be entitled
to cast (by reason of this Subsection 7(c)) shall be determined, in accordance
with the provisions of the last sentence of Subsection 7(b).

            (d) The Tender Offer referred to in the second sentence of
Subsection 7(b) and in the first sentence of Subsection 7(c) shall mean a Tender
Offer to acquire at not less than the applicable Offer Price (as defined in
Subsection 7(e)) any and all shares of Common Stock then outstanding and not
beneficially owned by the Substantial Stockholder to which such Tender Offer
relates. In no event shall any Tender Offer referred to in this Subsection 7(d)
remain open for less than twenty (20) business days (as defined in the General
Rules and Regulations under the Securities Exchange Act of 1934, as in effect on
the Effective Date) or provide that shares duly tendered pursuant thereto will
not be purchased within forty (40) business days after the commencement of such
Tender Offer, and in the event that at the time such Tender Offer is commenced
the terms and conduct thereof shall riot be directly regulated by Sections 14(d)
or 13(a) of the Securities Exchange Act of 1934 and the Rules and Regulations
thereunder, or any successor federal laws and regulations, then such Tender
Offer shall conform in all respects with the provisions of the Securities
Exchange Act of 1934 and the General Rules and Regulations thereunder, as in
effect on the Effective Date. The consideration to be received by holders of
Common Stock in any such Tender Offer shall be in the form of cash (which may be
payable by check) exclusively, and such Tender Offer shall be deemed consummated
only when payment in full shall be made for all duly tendered shares. A Tender
Offer shall not be deemed to have conformed or compiled with the provisions of
this Subsection 7(d) unless (i) such Substantial Stockholder or Affiliate
requests the Board of Directors to note it if the board or a majority of the
Continuing Directors (as defined in Subsection 7(f)(5)), as the case may be,
exercises its discretion to utilize an "Established Price, as contemplated by
Subsection

                                      -4-
7(e)(2) and (ii) such Tender Offer is commenced within thirty (30) days after
the first public announcement thereof setting forth the Offer Price thereof
(such public announcement being hereinafter referred to as the "Announcement" of
such Tender Offer.)

            (e) (1) The "Offer Price" for any Tender Offer referred to in
Subsection 7(d) shall be an amount per share of Common Stock equal to the
highest price per share of Common Stock (including brokerage commissions,
transfer taxes and soliciting dealers' fees) paid or agreed to be paid by such
Substantial Stockholder (or any of its Affiliates or any other person deemed to
be the beneficial owner of Common Stock also beneficially owned by such
Substantial Stockholder) in acquiring any shares of Common Stock within the
consecutive three (3) year period preceding the date of the Tender Offer;
provided, however, that a majority of the Whole Board (as defined in Subsection
7(f)(6)), in its discretion, may determine, but only if a majority of the Whole
Board shall then consist of Continuing Directors or, if a majority of the Whole
Board shall not then consist of Continuing Directors, a majority of the then
Continuing Directors, in their discretion, may determine, that, in lieu of an
amount per share of Common Stock determined above, such Offer Price shall be an
amount per share of Common Stock which shall not be less than a price per share
of Common Stock (the "Established Price") established and determined in writing
by an independent, nationally recognized investment-banking firm selected by a
majority of the Whole Board, but only if a majority of the Whole Board shall
then consist of Continuing Directors, or, if a majority of the Whole Board does
not then consist of Continuing Directors, by a majority of the then Continuing
Directors, as then a fair and appropriate price (considering this corporation,
on a consolidated basis, as a going concern or on the basis of its value in
liquidation, whichever circumstance would result in the highest such price) for
the sale of this corporation in a privately negotiated, arm's-length transaction
with a person other than a Substantial Stockholder or an Affiliate of such
Substantial Stockholder, in light of then prevailing economic conditions, the
business and assets of and future prospects for this corporation, the
synergistic benefits expected to be derived by the acquiring person(s) from an
acquisition of or combination with this corporation, recent examples of similar
transactions and other factors then generally considered and relied upon by the
investment banking community in making determinations or recommendations as to
price in arm's- length acquisition transactions.

                  (2) This corporation shall furnish to any Substantial
Stockholder requesting in writing (such request to be addressed to this
corporation's chairman of the board at the principal executive offices of this
corporation), within ninety (90) days after receipt of such request, a
certificate of an officer of this corporation either specifying the Established
Price, or stating that the Board of Directors or a majority of the Continuing
Directors, as the case may be, has determined not to utilize an Established
Price, pursuant to Subsection 7(e)(1). Each such request by a Substantial
Stockholder shall specify the price paid or agreed to be paid for shares of
Common Stock within the three (3) year period referred to in Subsection 7(e)(1).
In the event there shall be no Announcement of a Tender Offer complying with the
provisions of Subsections 7(d) and 7(e) within forty-five (45) days after
receipt of any such certificate by the Substantial Stockholder making such
request, such Substantial Stockholder shall no longer be entitled to rely
thereon or act on

                                      -5-
the basis thereof. In such event, such Substantial Stockholder shall be entitled
to make a further request as to the determination to utilize an Established
Price, and the Board of Directors, or the Continuing Directors, as the case may
be, shall be authorized and empowered, in response to any such subsequent
request (such subsequent request and response to conform with and to be subject
to the foregoing provisions of this Subsection 7(e)(2) to determine whether to
utilize an Established Price as contemplated by Subsection 7(e)(1)) established
and determined (as hereinabove provided) on the basis of then prevailing
circumstances.

                  (3) Historical prices per share applied in accordance with
Subsection 7(e)(1) shall be appropriately adjusted to reflect stock splits,
combinations and recapitalization of the shares of Common Stock subsequent to
the date on or as of which such prices are to be determined.

            (f)   For the purposes of this Section 7:

                  (1)   A "Person" shall mean any individual, firm, corporation
or other entity.

                  (2) "Substantial Stockholder" shall mean any person or Group
(as defined in Subsection 7(f)(13)), other than this corporation or any
Subsidiary (as defined in Subsection 7(f)(8)), who or which has acquired within
any consecutive three year period beneficial ownership, directly or indirectly,
of more than 10% of the outstanding Common Stock (determined solely on the basis
of the total number of shares of Common Stock so beneficially owned (and without
giving effect to the number or percentage of votes entitled to be cast in
respect of such shares), in relation to the total number of shares of Common
Stock issued and outstanding, provided, however, that a person shall not be
deemed to be a Substantial Stockholder by reason of any shares of Common Stock
issued to such person pursuant to the Joint Plan (as defined in Subsection
7(f)(11)), provided further, however, that a person shall not be deemed to be a
Substantial Stockholder for any purposes hereof, it such person (or an Affiliate
thereof or any other person deemed to be the beneficial owner of Common Stock
also beneficially owned such person) shall, prior to the time such person
becomes the beneficial owner directly or indirectly of more than 10% of the
outstanding Common Stock, commences and thereafter shall consummate a Tender
Offer for any and all shares of Common Stock, the terms of which shall be
approved and recommended to stockholders as in the best interests of the Company
and its stockholders, by two-thirds of the members of the Whole Board (but only
if at least a majority of the members of the Board of Directors acting upon such
matter shall be Continuing Directors).

            (3) "Beneficial ownership" shall be determined pursuant to Rule
13d-3 of the General Rules and Regulations under the Securities Exchange Act of
1934 (or any successor rule or statutory provision), or if said Rule 13d-3 shall
be rescinded and there shall be no successor rule or statutory provision
thereto, pursuant to said Rule 13d-3 as in

                                      -6-
effect as of the Effective Date; provided however that a person shall, in any
event, also be deemed the "beneficial owner" of any Common Stock

                  (a)   which such person or any of its Affiliates or Group
beneficially owns, directly or indirectly; or

                  (b) which such person or any of its Affiliates has (i) the
right to acquire (whether such right is exercisable immediately or only after
the passage of time) pursuant to any agreement, arrangement or understanding or
upon the exercise of conversion rights, exchange rights, warrants, or options,
or otherwise, or (ii) sole or shared voting or investment power with respect
thereto pursuant to any agreement, arrangement, understanding, relationship or
otherwise (but shall not be deemed to be the beneficial owner of any Common
Stock solely by reason of a revocable proxy granted for a particular meeting of
stockholders, pursuant to a public solicitation of proxies for such meeting,
with respect to shares of which neither such person nor any such Affiliate is
otherwise deemed the beneficial owner); or

                  (c) which are beneficially owned, directly or indirectly, by
any other person with which such first mentioned person or any of its Affiliates
acts as a partnership, limited partnership, syndicate or other group pursuant to
any agreement, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of capital stock of this corporation;
and provided further, however, that (i) no director or officer of this
corporation (nor any Affiliate of any such director or officer) shall, solely by
reason of any or all of such directors or officers acting in their capacities as
such, be deemed, for any purposes hereof, to beneficially own any Common Stock
beneficially owned by any other such director or officer (or any Affiliate
thereof, and (ii) no employee stock ownership or similar plan of this
corporation or any Subsidiary nor any trustee with respect thereto (nor any
Affiliate of such trustee) shall, solely by reason of such capacity of such
trustee, be deemed, for any purposes hereof, to beneficially own any Common
Stock held under any such plan.

                  (4) For purposes of computing the percentage of beneficial
ownership of Common Stock of a person in order to determine whether such person
is a Substantial Stockholder, the outstanding Common Stock shall Include shares
deemed owned by such person through application of Subsection 7(f)(3) but shall
not include any other Common Stock which may be issuable by this corporation
pursuant to any agreement, or upon exercise of conversion rights, warrants or
options, or otherwise. For all other purposes, the outstanding Common Stock
shall include only Common Stock then outstanding and shall not include any
Common Stock which may be issuable by this corporation pursuant to any
agreement, or upon the exercise of conversion rights, warrants or options, or
otherwise.

                  (5) "Continuing Director" shall mean a person who was a member
of the Board of Directors as of the Effective Date or thereafter elected by the
stockholders or appointed by the Board of Directors of this corporation prior to
the date as of which the

                                      -7-
Substantial Stockholder in question became a substantial Stockholder, or a
person designated (before his initial election or appointment as a director) as
a Continuing Director by a minority of the Whole Board, but only if a majority
of the Whole Board shall then consist of Continuing Directors, or, if a majority
of the Whole Board shall not then consist of Continuing Directors, by a majority
of the then Continuing Directors.

                  (6) "Whole Board" shall mean the total number of directors
which this corporation would have if there were no vacancies.

                  (7) "Affiliate" of any specified person means a person that
directly or indirectly, through one or more intermediaries, controls, or is
controlled by or under direct or indirect common control with, such specified
person. For purposes of this definition, "control" (including, with correlative
meanings, the terms "controlled by" and "under common control with",) as used
with respect to any person, shall mean the possession, directly or indirectly,
or the power to direct or cause the direction of the management or polices of
such person, whether through the ownership of Common Stock or by agreement or
otherwise.

            (8) "Subsidiary" shall mean any corporation of which a majority of
each class of equity security (as defined in Rule 3a11-1 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as in effect on the
Effective Date) Is owned, directly or indirectly, by this corporation.

            (9) "Tender Offer" shall mean an offer to acquire equity securities
pursuant to a request or invitation for tenders.

            (10) "Common Stock" shall mean this corporation's common stock
authorized as of the Effective Date and shall also include any capital stock of
any class or series of this corporation thereafter authorized which shall be
neither limited nor entitled to a fixed sum or percentage in respect of
dividends and in the distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding up of this corporation. In the event there
shall at any time be more than one class or series of capital stock issued and
outstanding which constitutes Common Stock, all references In this Section 7 to
Common Stock, or to any Tender Offer, Offer Price or Established Price, shall be
deemed to refer to and apply to each such class or series of Common Stock
individually and the provisions of this Section 7 shall be deemed to apply
separately to each such class or series of Common Stock.

            (11) "Joint Plan" means the Debtor's and Bondholders' Committee's
Joint Plan of Reorganization, dated October 30, 1992, as amended by the Amended
Joint Plan of Reorganization dated November 30, 1992, the Second Amended Joint
Plan of Reorganization dated January 8, 1993 and the Modified and Restated
Second Amended Joint Plan of Reorganization dated June 4, 1993 (and as may be
further amended or modified) in connection with the Reorganization case.

                                      -8-
(12)  "Effective Date" means the date of initial issuance of the
Common Stock.

            (13) "Group" means a "group" as used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934 (or any successor rule or statutory
provision).

            (g) Notwithstanding anything to the contrary contained in this
Section 7, at any time prior to the time that a Stockholder becomes a
Substantial Stockholder, if two-- thirds of the Whole Board shall have the power
to waive, but only if two-thirds of the Whole Board shall then consist of
Continuing Directors, or, if two-thirds of the Whole Board shall not then
consist of Continuing Directors, two-thirds of the then Continuing Directors
shall have the power to waive, the voting limitation with respect to a
Substantial Stockholder set forth in Subsection 7(b) if it is determined by
two-thirds of such Whole Board (or Continuing Directors, as the case may be)
that the accumulation of such shares of Common Stock by the Substantial
Stockholder will not have an adverse effect on this corporation,

            (h) A majority of the Whole Board shall have the power to determine,
but only if a majority of the Whole Board shall then consist of Continuing
Directors, or, if a majority of the Whole Board shall not then consist of
Continuing Directors, a majority of the then Continuing Directors, for the
purposes of this Section 7, on the basis of information known to them: (i) the
number of shares of Common Stock beneficially owned by any person; (ii) whether
a person is an Affiliate of another; (iii) whether a person has an agreement,
arrangement or understanding with another as to the matters referred to in
Subsection 7(f)(3); (iv) whether the purchase price offered pursuant to any
Tender Offer referred to In Subsection 7(d) conforms to the requirements as to
minimum Offer Price set forth in Subsection 7(e); and (v) any other factual
matter relating to the applicability or effect of this Section 7.

            (i) A majority of the Whole Board shall have the right to demand,
but only if a majority of the Whole Board shall then consist of Continuing
Directors, or, if a majority of the Whole Board shall not then consist of
Continuing Directors, a majority of the then Continuing Directors, that any
person who it is reasonably believed is a Substantial Stockholder (or holds of
record Common Stock beneficially owned by any Substantial Stockholder) supply
this corporation with complete information as to: (i) the record owner(s) of all
shares beneficially owned by such person who it is reasonably believed is a
Substantial Stockholder; (ii) the number of, and class or series of, shares
beneficially owned by such person who it is reasonably believed is a Substantial
Stockholder and held of record by each such record owner and the number(s) of
the stock certificate(s) evidencing such shares; and (iii) any other factual
matter relating to the applicability or effect of this Section 7, as may
reasonably be requested of such person, and such person shall furnish such
information within 10 days after the receipt of such demand.

            (j) Except as otherwise provided by law, the presence, in person or
by proxy, of the holders of record of shares of Common Stock of this corporation
entitling the holders thereof to cast a majority of the votes (after giving
effect, if required, to the

                                      -9-
provisions of this Section 7) entitled to be cast by the holders of shares of
Common Stock of the corporation entitled to vote shall constitute a quorum at
all meetings of the holders of Common Stock, and every reference in the Articles
of Incorporation to a majority or other proportion of Common Stock (or the
holders thereof) for purposes of determining any quorum requirement or any
requirement for stockholder consent or approval shall be deemed to refer to such
majority or other proportion of the votes (or the holders thereof) then entitled
to be cast in respect of such Common Stock.

            (k) Any determinations made by the Board of Directors or by the
Continuing Directors, as the case may be, pursuant to this Section 7 in good
faith and on the basis of such information as was then reasonably available for
such purpose shall be conclusive and binding upon this corporation and its
stockholders, including any Substantial Stockholder.

            (l) Anything to the contrary contained in this Section 7
notwithstanding, and without limiting the powers, duties and obligations of the
Board of Directors, the Board of Directors is entitled and authorized,
consistent with its duties as such and its obligations to this corporation and
its stockholders, to consider the terms of any proposed Tender Offer or
acquisition proposed by any person, and to determine if and whether to recommend
acceptance or rejection thereof, notwithstanding compliance thereof with the
provisions of Subsections 7(d) and 7(e), and in connection therewith, to take or
authorize any and all appropriate and proper action deemed in the judgment of
the Board of Directors in the best interests of this corporation and the
stockholders in the event the Board of Directors shall determine to recommend
rejection thereof.

            (m) Any amendment, alteration, change or repeal of this Section 7
shall require the affirmative vote of the holders of then outstanding Common
Stock entitling the holders thereof to cast at least 60% of the votes entitled
to be cast by the holders of all of the then outstanding Common Stock, provided,
however, that this Subsection 7(m) shall not apply to, and such 60% vote shall
not be required for, any amendment, alteration, change or repeal declared
advisable by the Board of Directors by the affirmative vote of two-thirds of the
Whole Board and submitted to the stockholders for their consideration, but only
if a majority of the members of the Board of Directors acting upon such matter
shall be Continuing Directors.

            (n) Nothing contained in this Section 7 shall be construed to
relieve any Substantial Stockholder from any fiduciary obligation imposed by
law.

            (o) In the event any Subsection (or portion thereof) of this Section
7, including, without limitation Subsection 7(c), shall be found to be invalid,
prohibited or unenforceable for any reason, the remaining provisions (or
portions thereof) of this Section 7 shall be deemed to remain in full force and
effect, and shall be construed as if such invalid, prohibited or unenforceable
provision had been stricken herefrom or otherwise rendered inapplicable, it
being the intent of this corporation and its stockholders that each such
remaining provision (or portion thereof) of this Section 7 remain, to the
fullest extent

                                      -10-
permitted by law, applicable and enforceable as to all stockholders, including
Substantial Stockholders, notwithstanding any such finding.

                                    ARTICLE IV
                              DIRECTORS AND OFFICERS

      Section 1. Number of Directors. The members of the governing board of the
corporation are styled as directors. The number of directors may be fixed and
changed from time to time In such manner as shall be provided In the bylaws of
the corporation and shall be no less than three (3) nor more than ten (10).

      Section 2.  Initial Directors.  The names and post office box or street
addresses of the directors constituting the Board of Directors, which shall be
four (4) in number are:

            NAME                    ADDRESS
            ----                    -------

            William Westerman       2901 Las Vegas Boulevard South
                                    Las Vegas, NV 89109

            Philip Hannifin         2901 Las Vegas Boulevard South
                                    Las Vegas, NV 89109

            William Friedman        2901 Las Vegas Boulevard South
                                    Las Vegas, NV 89109

            Robert Barengo          2901 Las Vegas Boulevard South
                                    Las Vegas, NV 89109

      Section 3. Limitation of Personal Liability. No director or officer of the
corporation shall be personally liable to the corporation or its stockholders
for damages for breach of fiduciary duty as a director or officer, provided,
however, that the foregoing provision does not eliminate or limit the liability
of a director or officer of the corporation for:

            (a)   Acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law; or

            (b)   The payment of distributions in violation of Nevada Revised
Statutes 78.300.

      Section 4. Payment of Expenses. In addition to any other rights of
indemnification permitted by the laws of the State of Nevada as may be provided
for by the corporation in its bylaws or by agreement, the reasonable expenses of
officers and directors incurred in defending a civil or criminal action, suit,
or proceeding, involving alleged acts or omissions

                                      -11-
of such officer or director in his or her capacity as an officer or director of
the corporation, must be paid, by the corporation or through insurance purchased
and maintained by the corporation or through other financial arrangements made
by the corporation, as they are incurred and in advance of the final disposition
of the action, suit or proceeding, upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he or she is not entitled
to be indemnified by the corporation,

      Section 5. Repeal And Conflicts. Any repeal or modification of Sections 3
or 4 above approved by the stockholders of the corporation shall be prospective
only. In the event of any conflict between Sections 3 or 4 of this Article and
any other Article of the Corporation's Articles of Incorporation, the terms and
provisions of Sections 3 or 4 of this Article shall control.

      Section 6. Compliance with Gaming Control Act. All of the directors of the
corporation shall be subject to, and the composition of the Board of Directors
shall be in compliance with, the requirements and qualifications imposed by the
Nevada Gaming Control Act (Nevada Revised Statutes ss.463.010 et seq., as
amended from time to time), or any successor provision of Nevada law, and the
regulations promulgated thereunder, and the rules and regulations of any
governmental agency responsible for the licensing and regulation of gaming
operations, including without limitation, the Nevada State Gaming Control Board,
the Nevada State Gaming Commission and the Clark County Liquor and Gaming
Licensing Board.

                                     ARTICLE V
                                   INCORPORATOR

      The name and post office box or street address of the incorporator who
signed the original Articles of Incorporation is:

                  NAME                    ADDRESS
                  ----                    -------

                  Kenneth A. Woloson      600 East Charleston Boulevard
                                          Las Vegas, Nevada 89104

                                    ARTICLE VI
                      AMENDMENT OF ARTICLES OF INCORPORATION

      Subject to the special voting provisions with respect to Common Stock
contained In Article III, these Articles of Incorporation may be amended,
modified, altered or repealed only with the affirmative vote of stockholders
holding shares in the corporation of each class entitling them to exercise at
least a major of the voting power.

                                      -12-
ARTICLE VII
                         LIMITATION ON POWER OF DIRECTORS

      Notwithstanding any other provision of these Articles of Incorporation,
the affirmative vote of two-thirds (2/3rds) of the directors then in office
shall be required to authorize or approve any amendment, modification or
supplement to (a) the Indenture and the First Supplemental Indenture to be
entered into by and among the corporation, as issuer, Riviera Operating
Corporation ("ROC"), as guarantor, and IBJ Schroder Bank & Trust Company, as
trustee (the "Trustee"), relating to the 11% First Mortgage Notes Due December
31, 2002 (or any other series of notes issued thereunder (collectively, the
"Notes")) of the corporation in the form finally confirmed by the court in the
reorganization case of Riviera, Inc. under Chapter 11 of Title 11 of the United
States Code (Case No. BK-S91-24940) ("Reorganization Case"); (b) the Notes, (c)
the Dead of Trust, Assignment of Rents and Security Agreement of the
corporation, as trustor, in favor of the Trustee, as beneficiary, relating to
the Notes; (d) the Security Agreement by and among the corporation and ROC as
debtors, and the Trustee, as secured party, relating to the Notes; or (a) any of
the other agreements entered into by the corporation In connection with the
Issuance of the Notes or the provision of security for payment of the Notes
which are listed in the Confirmation Order entered in the Reorganization Case.

                                                /s/ William L. Westerman
                                                ------------------------
                                                William L.  Westerman

                                                /s/ John A. Wishon
                                                ---------------------
                                                John A.  Wishon

                                   VERIFICATION

      We, the undersigned, William L. Westerman and John A. Wishon, being
respectively the President and Chairman of the Board of Directors, and the
Secretary of the corporation, being first duly sworn, do hereby declare that the
Board of Directors of Riviera Holdings Corporation, at a meeting held May 10,
1996, adopted a resolution authorizing the filing of the Second Restated
Articles of Incorporation with the Nevada Secretary of State, and authorized the
President and Secretary of the corporation to execute this document. This
document sets forth the text of the Articles of Incorporation as amended to the
date of this certificate. The original Articles of Incorporation were filed with
the Nevada Secretary of State on January 27, 1993, and the [first] Amended and
Restated Articles of Incorporation were filed with the Nevada Secretary of State
on June 18, 1993.

                                      -13-
IN WITNESS WHEREOF we have executed these Second Restated Articles of
Incorporation of RIVIERA HOLDINGS CORPORATION on this 10th day of May, 1996.

                                                /s/ William L. Westerman
                                                -----------------------------
                                                William L.  Westerman
                                                President and
                                                Chairman of Board of Directors

                                                /s/ John A. Wishon
                                                -----------------------------
                                                John A.  Wishon
                                                Secretary

STATE OF NEVADA   )
                  ) ss:
COUNTY OF CLARK   )

      On this 10th day of May, 1996, personally appeared before me, a Notary
Public, WILLIAM L. WESTERMAN and JOHN A. WISHON, personally known to me to be
the persons whose names are subscribed to the above instrument, and who
acknowledged that they executed this Instrument for the uses and purposes
stated therein.

      WITNESS my hand and official seal.

                                                /s/ Margery S. Frantzen
                                                -----------------------------
[notary seal]                                   NOTARY PUBLIC

                                      -14-
EXHIBIT 4.3

Attached hereto is a representative specimen of a common stock certificate of
Riviera Holdings Corporation.
EXHIBIT 4.4

                           RIVIERA HOLDINGS CORPORATION

                              1993 STOCK OPTION PLAN

                                     ARTICLE I
                               PURPOSE; DEFINITIONS

            SECTION 1.1: Statement of Policy. The Board of Directors of RIVIERA
HOLDINGS CORPORATION, a Nevada corporation, believes that the maximum advantage
to the Corporation from its directors, officers and key employees can be secured
by establishing a close identity between the interests of the Corporation and
its Subsidiaries and Affiliates, and those of its or their respective directors,
officers and key employees. The Board believes that it would be in the best
interests of the Corporation to adopt a 1993 Stock Option Plan which will
provide for the granting of both Incentive Stock Options (as defined in Section
2 of this Plan) and Non-Qualified Stock Options (as defined in Section 2 of this
Plan) and which will serve the function of providing a closer identification of
certain directors, officers and key employees with the Corporation. Furthermore,
it will serve to retain these individuals in the service of the Corporation or
its Subsidiaries or Affiliates, to attract and induce new executives and other
key employees to become associated with the Corporation or its Subsidiaries or
Affiliates and to encourage ownership of the Company's Common Stock by such
employees.

            SECTION 1.2:  Definitions.  When used in this Plan, unless the
context otherwise requires:

            (a) "Affiliate" shall mean any entity, other than its Subsidiaries,
      in which the Corporation has a direct or indirect equity interest, as
      determined by the Board of Directors.

            (b) "Award" shall mean the award of Incentive Stock Options or Non-
      Qualified Stock Options under the Plan.

            (c) "Board of Directors" shall each mean the Board of Directors of
      the Corporation as constituted from time to time.

            (d) "Code" shall mean the United States Internal Revenue Code of
      1986, as amended from time to time, or any statutes succeeding thereto.

            (e) "Committee" shall mean the Compensation Committee designated by
      the Board of Directors to administer the Plan under Section 3.1 hereof.

            (f)  "Common Stock" and "Stock" shall each mean the Common Stock of
      the Corporation.
(g)  "Corporation" shall mean Riviera Holdings Corporation, a Nevada
      corporation.

            (h) "Disinterested Person" shall mean a person defined in Rule
      16b-3(d)(3) promulgated by the Securities and Exchange Commission under
      the Exchange Act, or any successor definition adopted by the Securities
      and Exchange Commission.

            (i) "Employee" shall mean an officer or other key employee of the
      Corporation or any of its Subsidiaries or Affiliates, including a director
      who is such an employee.

            (j) "Exchange Act" shall mean the Securities Exchange Act of 1934,
      as amended, and the rules and regulations promulgated pursuant thereto.

            (k) "Fair Market Value" shall mean, on any given date, the mean
      between the highest and lowest prices of actual sales of shares of Common
      Stock on the principal national securities exchange on which the Common
      Stock is listed on such date or, if Common Stock was not traded on such
      date, on the next preceding day on which the Common Stock was traded.

            (l)  "Holder" shall mean an Employee to whom an Award has been made.

            (m) "Incentive Stock Options" shall mean options which meet the
      requirements for Incentive Stock Options in Section 422 of the Code.

            (n) "Non-Qualified Stock Options" shall mean stock options which do
      not meet the requirements for Incentive Stock Options, as defined in
      Paragraph (m) of this Section 1.2, and stock options which do meet such
      requirements but which the Committee designates as Non-Qualified Stock
      Options.

            (o) "Option Agreement" shall mean each Agreement referred to in
      Section 12 of this Plan between the Corporation and any person to whom an
      Option is granted.

            (p) "Options" shall mean the Incentive Stock Options and
      Non-Qualified Stock Options granted under this Plan.

            (q)   "Option Shares"  shall have the meaning set forth in
      Section 8.4(a).

            (r) "Plan" shall mean this 1993 Stock Option Plan adopted by the
      Board of Directors, as such Plan from time to time may be amended as
      herein provided.

            (s) "Securities Act" shall mean the Securities Act of 1933, as
      amended, and the rules and regulations promulgated pursuant thereto.

                                      -2-
(t) "Subsidiary" shall mean any corporation (other than the
      Corporation) in an unbroken chain of corporations beginning with the
      Corporation if each of the corporations other than the last corporation in
      the unbroken chain owns stock possessing fifty percent (50%) or more of
      the total combined voting power of all classes of stock in one of the
      other corporations in such chain.

            (u) "Ten Percent Shareholder" shall mean a person who on any given
      date owns, either directly or within the meaning of the attribution rules
      contained in Section 425(d) of the Code, capital stock possessing more
      than ten percent of the total combined voting powers of all capital stock
      of the Corporation or a Subsidiary.

                                    ARTICLE II
                                    ELIGIBILITY

            SECTION 2.1: Award Eligibility. Persons eligible to receive Awards
under this Plan shall be any Employee as the Committee, in its sole discretion,
may select. However, in no event may incentive stock options be granted to
Employees of Affiliates.

                                    ARTICLE III
                              ADMINISTRATION  OF PLAN

            SECTION 3.1: Committee. This Plan shall be administered by the
Committee which shall consist of two members of the Board of Directors as the
Board of Directors shall determine, each of which shall be a Disinterested
Person. The Committee shall have plenary authority in its discretion, but
subject to the express provisions of this Plan, (a) to determine the Employees
to whom and the time or times at which Awards shall be made, the number of
shares to be covered by each Option, and whether an Award shall be consist of
Incentive Stock Options or Non-Qualified Stock Options or both, provided
however, that Incentive Stock Options may be granted only to persons who are
employees of the Corporation and its Subsidiaries; (b) to interpret this Plan
and to prescribe, amend and rescind the rules and regulation relating to it; (c)
to determine the terms and provisions of the Awards and the respective Option
Agreements (which need not be identical), including without limitation such
terms and provisions as may be requisite in the judgment of the Committee (i) to
cause this Plan and the Options and Common Stock issued pursuant to the Plan to
be registered on Form S-8 promulgated pursuant to the Securities Act, and the
applicable rules and regulations thereunder, or any other appropriate form, (ii)
to provide for the reimbursement of the Corporation for taxes paid or advanced
in respect of the issuance to Employees of Options or Common Stock under the
Plan and (iii) to set forth the form of restrictive legends to be placed on
certificates representing shares of Common Stock to be issued pursuant to
Options relating to obligations of the holders under the Federal and state
securities laws and under the Code; (d) to unilaterally and

                                      -3-
without approval of a Holder to amend an existing Award in order to carry out
the purposes or this Plan (so long as such an amendment does not take away any
benefit granted to a Holder by the Award and so long as the amended Award would
comport with the terms of this Plan); and (e) to make all other determinations
deemed necessary or advisable for the granting of Awards and the administration
of this Plan. Any interpretation by the Committee of the terms and provisions of
this Plan and the administration hereof, and all action taken by the Committee,
shall be final and binding upon Plan participants.

            SECTION 3.2: Vacancies. If a member of the Committee for any reason
shall cease to serve, the vacancy may be filled by the Board of Directors in
accordance with the By-Laws of the Corporation and this Plan.

            SECTION 3.3:  Removal.  Any member of the Committee may be removed
at any time, with or without cause, by the Board of Directors.

            SECTION 3.4:  Chairman.  The Board of Directors or the Committee
shall select one of the members of the Committee as the Committee's Chairman.

            SECTION 3.5: Meetings. The Committee shall hold its meetings at such
times and places as it shall deem advisable. A majority of its members shall
constitute a quorum. All determinations of the Committee shall be made by at
least a majority of its members. Any decision or determination reduced to
writing and signed by all of the members of the Committee shall be fully as
effective as if it had been made by the affirmative vote of a majority of its
members at a meeting duly called and held. The Committee may appoint a
secretary, who shall keep minutes of its meetings and make such rules and
regulations for the conduct of its business as may be deemed advisable.

                                    ARTICLE IV
                      SHARES OF COMMON STOCK SUBJECT TO PLAN

            SECTION 4.1: Shares Available. (a) The Committee may, but shall not
be required to, allocate in accordance with this Plan both Incentive Stock
Options and Non- Qualified Stock Options to purchase not more than, in the
aggregate, 12,000 shares of the Common Stock. Such shares of Common Stock may be
authorized and unissued shares or issued shares held in the Corporation's
treasury. Said 12,000 shares shall be computed prior to any adjustment resulting
from stock dividends, split-ups, reorganization, or other substitutions of
securities for the present Common Stock of the Corporation, provided that no
adjustment shall be made in such number of shares upon the issuance of Common
Stock of the Corporation in exchange for, or upon conversion of shares of
Preferred Stock of the Corporation issued pursuant to the 1993 Plan of
Reorganization of the predecessor of the Corporation (the "Reorganization
Plan").
            (b) Any shares issued by the Corporation through the assumption or
substitution of outstanding grants from an acquired company shall not reduce the
shares

                                      -4-
available for Awards under this Plan. If any shares subject to any Award granted
hereunder are forfeited or such Award otherwise terminates without the issuance
of such shares or the payment of other consideration in lieu of such shares, the
shares subject to such Award, to the extent of any such forfeiture or
termination, shall again be available for Awards under the Plan.

                                     ARTICLE V
                                      OPTIONS

            SECTION 5.1: Option Grants. Options shall be evidenced by Option
Agreements. An Option Agreement signed by the Chairman, the President, or any
other officer of the Corporation designated by the Chairman or the Board of
Directors, and attested by the Treasurer or Assistant Treasurer or Secretary or
Assistant Secretary of the Corporation, shall be issued to each person to whom
an Award is granted. The form and provisions of each Option Agreement shall be
determined by the Committee in accordance with the terms of this Plan. If any
grantee of an Award does not execute an Option Agreement in the form prescribed
by the Committee within thirty (30) days from the grant thereof, the action of
the Committee with respect to the Award granted to such individual shall be of
no further force or effect.

            SECTION 5.2: Time for Grant of Awards. Awards may be granted by the
Committee pursuant to this Plan from time to time for a period beginning July 1,
1993 and ending July 1, 2003. Nothing herein shall be construed to prohibit the
issuance of Awards at different times to the same persons.

            SECTION 5.3: Number of Shares to be Optioned and Nature of Option.
Subject to Section 2.1 of this Plan, the total number of shares to be optioned
to any eligible person and whether the Option shall be an Incentive Stock Option
or a Non-Qualified Stock Option shall be determined by the Committee in its sole
discretion; provided, however, that in the case of Incentive Stock options, the
aggregate Fair Market Value, determined as of the time the Option is granted, of
the Stock with respect to which Incentive Stock Options may be exercisable for
the first time by any individual during any calendar year shall not exceed
$100,000.

            SECTION 5.4: Incentive Stock Option. Each provision of this Plan and
each Option Agreement relating to an Incentive Stock Option shall be construed
so that each Incentive Stock Option shall be an incentive stock option as
defined in Section 422A of the Code, and any provisions thereof that cannot be
so construed shall be disregarded. In no event may a Holder be granted Incentive
Stock Options which do not comply with such grant and vesting limitations as may
be prescribed by Section 422A(b)(7) of the Code. Incentive Stock Options may not
be granted to Employees of Affiliates.

                                      -5-
SECTION 5.5: Term of Options. The Option Agreements shall specify
when an Option may be exercisable and the terms and conditions applicable
thereto, including any vesting requirements. The term of an Option, whether an
Incentive Stock Option or a Non-Qualified Stock Option, shall in no event be
exercisable more than ten (10) years (five (5) years in the case of an Incentive
Stock Option granted to a Ten Percent Shareholder), or such shorter period, if
any, as may be necessary to comply with the requirements of state securities
laws, from the date such Option is granted, except, to the extent provided in
Section 6.1(d) of this Plan.

            SECTION 5.6: Assignability of Options. Options and all rights
thereunder shall by their terms be nonassignable and non-transferable by the
Holder (otherwise than by will or the laws of descent and distribution), and any
attempt to do so shall be null and void. Options shall be exercisable during the
life time of the Holder only by the Holder. Nothing contained herein shall be
deemed inconsistent with the provisions hereinafter set forth pertaining to the
exercise of an Option by the estate of a deceased Holder pursuant to Section 6.1
of this Plan.

            SECTION 5.7: Option Price. The price at which Common Stock may be
purchased upon exercise of an Option shall be determined by the Committee, but
shall be not less than the Fair Market Value of such shares on the date of
grant. In the case of any Incentive Stock Option granted to a Ten Percent
Shareholder, the option price per share shall not be less than 110% of the Fair
Market Value of such share on the date of grant.

                                    ARTICLE VI
                                EXERCISE OF OPTIONS

            SECTION 6.1: Death, Disability, Retirement or Termination of
Employment with Consent. As used herein, a Holder's employment with the
Corporation shall be deemed to have been terminated "with consent" if the
Corporation or a Subsidiary or an Affiliate has provided its express written
consent to the exercise of the Holder's Options following such termination.
Notwithstanding the provisions of Section 6.2 of this Plan, Options granted to a
Holder may be exercised as follows:

            (a) In the event of the termination of the Holder's employment with
consent, then such Holder's Option may be exercised, regardless of tax
consequences, to the extent then vested and exercisable as provided in the
Option Agreement applicable to such Option (or, if so determined by the
Committee in its sole discretion, up to the full extent thereof, whether or not
vested) at any time (i) within 90 days following such termination if exercise by
such Holder during such period would not violate Section 16(b) of the Exchange
Act, or (ii) within 190 days following such termination if exercise by such
Holder within 90 days following such termination would violate Section 16(b) of
the Exchange Act, but in any event not thereafter.

                                      -6-
(b) In the event of the termination of the Optionee's employment
resulting from the Optionee's retirement under one or more of the Corporation's
retirement plans including, without limitation, any early retirement permitted
under such plans, then such Optionee's Options may be exercised, regardless of
tax consequences, to the extent vested at any time (or, if so determined by the
Committee in its sole discretion, up to the full extent thereof, whether or not
vested) (i) within 90 days following such termination if exercise by such
Optionee during such period would not violate Section 16(b) of the Exchange Act,
or (ii) within 190 days following such termination if exercise by such Optionee
within 90 days following such termination would violate Section 16(b) of the
Exchange Act, but in any event not thereafter.

            (c) In the event of the death or the permanent physical or mental
disability (as such disability shall be determined by a physician selected by
the Corporation) of the Optionee either (i) while employed by the Corporation or
a Subsidiary or an Affiliate, or (ii) (with respect to a Non-Qualified Stock
Option only) while eligible to exercise his Option pursuant to Section 6.1(a) or
(b) of this Plan following the termination of his employment, then such
Optionee's Option may be exercised, to the extent vested (or, if so determined
by the Committee in its sole discretion, up to the full extent thereof, whether
or not vested), at any time within one (1) year for disability following the
Holder's death or such determination of physical or mental disability, by the
Holder, the executors or administrators of the Holder or by any person who shall
have acquired the Option from the Holder by bequest or inheritance. In the event
of termination of employment by reason of disability or Retirement, if an
Incentive Stock Option is exercised after the expiration of the exercise periods
that apply for purposes of Section 422A of the Code, such Incentive Stock Option
will thereafter be treated as a Nonqualified Stock Option.

            (d) Notwithstanding the foregoing provisions, in no event may an
Option be exercised (i) prior to shareholder approval of this Plan, (ii) prior
to vesting requirements (other than as provided in this Plan), if any, contained
in any Option Agreement, or (iii) subsequent to the expiration of its term,
except that a Non-Qualified Stock Option shall be exercisable, to the extent
provided in Section 6.1(c) of this Plan, for a maximum of one (1) year following
the death of a Holder, or the date on which he is determined to have a permanent
physical or mental disability, regardless of its original term.

            SECTION 6.2: Termination of Employment Under Other Circumstances. In
the event of the termination, for any reason, of the employment of a Holder,
other than by reason of death, disability, retirement or with the written
consent of the Corporation or a Subsidiary or an Affiliate, all Options granted
to such Holder which have not been exercised by him prior to the time of such
termination, whether or not vested, shall be then terminated and thereafter may
not be exercised. Options granted under this Plan, however, shall not be
affected by any change of employment so long as the Holder of the Option
continues to be an Employee of the Corporation or a Subsidiary or an Affiliate.

                                      -7-
SECTION 6.3: How Exercisable. An Option shall be exercisable by
delivery of a duly signed notice in writing to such effect and the full purchase
price of the Common Stock purchased pursuant to the exercise of the Option to
the Treasurer of the Corporation or to any other officer of the Corporation
appointed by the Committee for the purpose of receiving the same; provided,
however, that no Option issued pursuant to this Plan may be exercised at any
time when the Option or the granting or the exercise thereof violates any law or
governmental order or regulation. Delivery of the full purchase price shall be
satisfied either: (a) by payment in cash of the full purchase price, (b) by
tender of such number of shares of the Corporation's Common Stock owned either
(x) by the Holder prior to exercise of the Option or (y) with the consent of the
Committee, by the Holder as a result of the exercise of the Option, as is equal
in value (as determined by its Fair Market Value at the close of business on the
last business day before the date of delivery) to the full purchase price or (c)
by delivery of any combination of cash and such shares of the Corporation's
Common Stock (valued as set forth above) which, in the aggregate, is equal in
value to the full purchase price, subject to compliance with applicable
securities laws. Alternatively, an Option shall be exercisable by Holders not
subject to Section 16(b) of the Exchange Act by delivery of a duly signed notice
in writing to such effect (the "Exercise Notice") which shall include
irrevocable instructions to the Corporation to deliver the stock certificates
issuable in respect of such Option exercise directly to a broker named therein,
which has agreed to participate in a "cashless" exercise on behalf of the
Holder. In connection therewith, the Corporation shall acknowledge and,
notwithstanding the provisions of Section 6.4 hereof, forward a copy of the
Exercise Notice to such broker and the Corporation shall be authorized and
entitled to deliver such stock certificates directly to such broker against
receipt of the exercise price and any withholding taxes due in respect of such
option exercise. The Committee shall have the right to adopt such rules and
regulations with respect to the provisions of this paragraph as it deems
appropriate. Whenever all or any portion of the purchase price payable upon
exercise of an Option is paid by the delivery of shares of the Corporation's
Common Stock, tender of such shares shall be accompanied by a duly executed
stock power and by payment of the requisite stock transfer tax, if any. The
Committee may also require the Holder to make such representations as to his
title, authority to transfer such title and any other facts as it may deem
appropriate. In connection with the exercise of a Non-Qualified Stock Option,
the Committee may require the Holder to remit an amount in cash or in Common
Stock sufficient to satisfy all Federal, state and local requirements to
withhold taxes.

            SECTION 6.4: Issuance of Shares. Within a reasonable time after the
exercise of an Option the Corporation shall cause to be delivered to the
purchaser a certificate representing the shares of Common Stock purchased
pursuant to the exercise of the Option.

            SECTION 6.5: Shareholder Rights of Holder. No person entitled to
exercise any Option granted under this Plan shall have any rights or privileges
of a shareholder of the Corporation in respect of any shares issuable upon
exercise of such Option until certificates representing such shares shall have
been issued and delivered.

                                      -8-
SECTION 6.6: Termination of Options. Any Option not exercised within
the period fixed for its exercise in an Option Agreement and this Article VI
shall terminate and become null and void.

            SECTION 6.7: Unexercised Options. Common Stock covered by Options
which have terminated in accordance with the provision of this Plan, to the
extent to which such Options have not been exercised, may be treated by the
Committee as Common Stock which is eligible for other and further granting of
Options in accordance with the terms of this Plan.

            SECTION 6.8: Cash-Out of Vested Options. The Committee may in its
sole discretion cancel the vested portion of any Options held by a Holder who is
at such time no longer an Employee of the Corporation or any of its Subsidiaries
or Affiliates in exchange for a cash payment equal to the difference between (i)
the Fair Market Value of the shares subject to such vested Options, and (ii) the
Option Price for such shares.

                                    ARTICLE VII
                            NOT AN EMPLOYMENT CONTRACT

            SECTION 7.1: Not an Employment Contract. Anything contained herein
or in any Option Agreement notwithstanding, neither this Plan, any Option
Agreement nor any Option granted pursuant to this Plan shall confer on an
individual any right to continue in the employ or service of the Corporation or
any Subsidiary or Affiliate or interfere in any way with the right of the
Corporation or such Subsidiary or Affiliate at any time to terminate or modify
the terms or conditions of the employment or service of the Holder of the
Option.

                                   ARTICLE VIII
                             RECAPITALIZATION, MERGER,
                         CONSOLIDATION AND REORGANIZATION

            SECTION 8.1:  Change in Common Stock.

            A. Appropriate and equitable adjustment shall be made in the number
of shares of Common Stock subject to each outstanding Option or the option
prices or both, in the event of any changes in the outstanding Common Stock by
reason of stock dividends, stock splits, recapitalizations, reorganizations,
mergers, consolidations, sales or exchanges of assets, combinations or exchanges
of shares or offerings of subscription rights; it being the purpose of this
provision to insure that an Option shall be adjusted to give the Holder, upon
exercise of his Option, rights equivalent to the rights of a person who had held
shares of Common Stock in the amount subject to the Option at the time the
Option is granted. In applying this provision an adjustment shall be made for
any changes occurring after the effective date of this Plan.

                                      -9-
B. In the event of a change in the Common Stock of the Corporation
as presently constituted, which is limited to a change of the par value status
of any or all of its authorized shares, the shares resulting from any such
change shall be deemed to be Common Stock or Stock within the meaning of this
Plan.

            C. Anything contained in this Section 8.1 to the contrary
notwithstanding, no adjustment shall be made in the number of shares of Common
Stock subject to each outstanding Option or the Option prices or both, in the
event of any changes in the outstanding Common Stock by reason of issuances of
shares of Common Stock (i) upon exercise of any Option, or (ii) in exchange for
or upon conversion of shares of the Company's Preferred Stock issued pursuant to
the "Reorganization Plan" (as defined in Section 4.1 hereof).

            D. To the extent that the foregoing adjustments relate to stock or
securities of the Corporation, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive. The
Fair Market Value of any fractional shares resulting from adjustments pursuant
to this Section 8 shall, where appropriate, be paid in cash to the Holder.

            SECTION 8.2: Dissolution or Liquidation. In the event of the
complete liquidation or dissolution of the Corporation other than as an incident
to a merger, reorganization, or other adjustment referred to in Section 8.1
above, any Options granted pursuant to this Plan and remaining unexercised shall
be deemed cancelled without regard to or limitation by any other provision of
this Plan.

            SECTION 8.3:  Rights of Holders and the Corporation.

            A. Except as hereinbefore expressly provided in this Article VIII, a
Holder shall have no rights by reason of any subdivision or consolidation of
shares of stock of any class or the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class or by reason
of any dissolution, liquidation, merger, or consolidation or spin-off of assets
or stock of another corporation, and any issue by the Corporation of shares of
stock of any class or securities convertible into shares of stock of any class,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number or price of shares of Common Stock subject to any Option.

            B. The grant of an Option pursuant to this Plan shall not affect in
any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes in its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell or
transfer all or any part of its business or assets.

                                      -10-
SECTION 8.4:  Compliance With Securities Act.

            (a) As soon as is reasonably practicable, the Corporation will use
its best efforts to effect a registration on Form S-8 under the Securities Act
with respect to all Options and all shares issuable upon exercise of the Options
(the "Option Shares"), provided, however, that the Corporation shall not, be
obligated to effect, or to take any action to effect, any registration in any
jurisdiction in which the Corporation would be required to execute a general
consent to service of process in effecting registration unless the Corporation
is already subject to service in such jurisdiction and except as may be required
by the Securities Act or blue sky laws of such jurisdiction, provided that the
filing of a Form U-2 or similar form shall not be deemed to be a general consent
to service of process for purposes of this subsection. In connection with any
such registration, the Corporation shall:

                  (i) promptly give written notice of the proposed registration
to all Holders; (ii) use its reasonable best efforts to effect the registration
of the Options held by the Holders and the Option Shares subject thereto
(including, without limitation, filing post-effective amendments, appropriate
qualifications under applicable blue sky or other state securities laws, and
appropriate compliance with the Securities Act) as would permit or facilitate
the sale and distribution of such Options and Option Shares; (iii) keep the
registration effective; (iv) prepare and file with the Securities and Exchange
Commission such amendments and supplements to the registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective and comply with the provisions of the
Securities Act with respect to the sale or other disposition of all securities
covered by such registration statement; (v) use its best efforts to cause all
such Options and Option Shares registered pursuant hereto to be listed on each
securities exchange on which similar securities issued by the Corporation are
then listed or eligible for listing if the listing of such Options and Option
Shares is then permitted under the rules of such exchange; and (vi) provide a
transfer agent and registrar for all Options and Option Shares registered
pursuant to such registration statement and a CUSIP number for all such Options
and Option Shares, in each case not later than the effective date of such
registration statement;

            (b) Prior to the effectiveness of any registration of the Option
Shares, as provided in Section 8.4(a), the Corporation may postpone the issuance
and delivery of shares of Common Stock upon any exercise of any Option until (i)
the admission of such shares to listing on any stock exchange on which shares of
the Corporation of the same class are then listed and the completion of such
registration or other qualification of such shares under any state or Federal
law, rule or regulation as the Corporation shall determine to be necessary or
advisable, (ii) insofar as any local Blue Sky law might affect the issuance of
such shares, either the local Blue Sky Commission shall have ruled or counsel to
the Corporation shall have advised that the issue is not subject to such local
law or that such shares shall have been qualified under such law, (iii) counsel
to the Holder has delivered an opinion to the Corporation, satisfactory in form
and substance, to the effect that the

                                      -11-
issuance of such shares does not require registration under any Federal or state
securities laws or that any such registration as may be required shall be
effective as of the time of issuance of such shares, (iv) the individual to whom
the Option is granted shall have represented and agreed in writing that any
shares purchased pursuant to the Option are being purchased for investment only
and not with a view to the distribution or resale thereof; provided, however,
that a Holder making such representation and agreement may be released by the
Corporation at its discretion from such representation and agreement upon the
shares being registered or qualified in such manner as may be legally required
at any time, and (v) the Committee shall have been advised by counsel that all
applicable legal requirements pertaining to the issuance of such shares,
including any requirements of the Securities Act, have been complied with. Any
person exercising an Option shall make such representations and furnish such
information as may be appropriate to permit the Corporation, in the light of the
then existence or non-existence of an effective registration statement under the
Securities Act, with respect to such shares, to issue the shares in compliance
with the provisions of that or any comparable law.

            (c) The Corporation shall not have any liability to any Holder or
otherwise (i) in the event a registration does not occur with respect to the
Option Shares, or (ii) with respect to any Option the exercise of which is
prevented by the provisions of Section 8.4(b).

                                    ARTICLE IX
                     AMENDMENT, TERMINATION AND INTERPRETATION

            SECTION 9.1: Amendment and Termination. This Plan shall terminate on
July 1, 2003; however, upon obtaining the approval of the stockholders of the
Corporation, if required by law or the applicable provisions of the securities
exchange upon which the Common Stock is listed, the Board of Directors or the
Committee may at any time prior to such date terminate or from time to time
amend this Plan and the terms and conditions thereof as to stock which is not
then the subject matter of Options granted or issued pursuant to the terms of
this Plan; and the Board of Directors or the Committee, with the written consent
of the affected Holders of any Options granted pursuant to this Plan, may at any
time terminate or from time to time amend this Plan and the terms and conditions
of this Plan as it regards any such Options held by any such consenting Holders.

            SECTION 9.2: Interpretation. A determination of the Committee as to
any question which may arise with respect to the interpretation of the
provisions of this Plan and of any Option or Option Agreement shall be final.

            SECTION 9.3: Rules and Regulations. The Committee may authorize and
establish such rules, regulations and revisions thereof not inconsistent with
the provisions of this Plan as it may determine advisable to make this Plan and
the Options effective and

                                      -12-
provide for their administration, and may take such other actions with regard to
this Plan and the Options as it shall deem desirable to effectuate their
purposes.

            SECTION 9.4: Evidence of Each Option. The Committee may include in
each agreement or document it may issue to the Holder of any Option, evidencing
the existence of such Option given or granted pursuant to the terms of this
Plan, the text of this Plan by reference thereto in such certificate or
document; and in such event, the entire terms of this Plan as it may exist and
as it may be amended from time to time shall be deemed included in such
certificate or document with the same force and effect as though this Plan were
set forth in its entirety in such agreement or document.

                                     ARTICLE X
                                   EFFECTIVENESS

            SECTION 10.1: Effectiveness of Plan. This Plan shall become
effective on July 1, 1993, subject, however, to approval by the shareholders of
the Corporation within 1 year of adoption.

                                    ARTICLE XI
                                   MISCELLANEOUS

            SECTION 11.1: Substituted Options. Subject to the limitation in
SECTION 4.1 hereof on total shares available for Options, Options to purchase
shares of the Corporation's Common Stock may be issued under this Plan on terms
and conditions which differ from, or conflict with the terms and conditions set
forth herein, provided that such Options are issued in substitution for
outstanding Options held by persons who have become directors, officers or key
employees of the Corporation or any of its Subsidiaries or Affiliates by reason
of a corporate merger, consolidation, acquisition of property or capital stock,
separation, reorganization or liquidation.

                                      -13-
EXHIBIT 4.5

                 RIVIERA HOLDINGS CORPORATION STOCK PURCHASE PLAN
                             (Effective May 10, 1996)

            The Riviera Holdings Corporation Stock Purchase Plan (the "Plan") is
intended to provide the eligible employees of Riviera Holdings Corporation (the
"Company") and its participating subsidiaries a convenient means of purchasing
shares of the Company's common stock, par value $.001 per share. The Plan is
intended to qualify as an "employee stock purchase plan" under section 423 of
the Internal Revenue Code of 1986, as amended (the "Code"), and shall be
administered, interpreted and construed in a manner consistent with the
requirements of that section of the Code.

                                     ARTICLE I
                                    DEFINITIONS

            1.1 "Account" means the bookkeeping account established on behalf of
each Participant by the Committee to record payroll deduction contributions and
Participant Loan repayments made by each Participant and shares of Common Stock
purchased by each Participant.

            1.2   "Board" means the Board of Directors of the Company.

            1.3 "Common Stock" means shares of the Company's common stock, par
value $.001 per share.

            1.4 "Company 401(k) Plan" means a qualified retirement plan
established by the Company or a Subsidiary that is intended to comply with
section 401(k) of the Code.

            1.5 "Compensation" means all salary, wages or earnings, including,
without limitation, overtime pay, commissions, tips and bonuses, paid by the
Company or a Participating Subsidiary.

            1.6   "Committee" means the Compensation Committee of the Board.

            1.7   "Deferred Eligibility Date" is defined in Section 2.1.2.

            1.8 "Employee" means any person who is regularly scheduled to work a
minimum of 20 hours per week for the Company or a Participating Subsidiary.

            1.9 "Effective Date" means May 10, 1996, subject to the provisions
of Section 8.9.
1.10 "Participant" means an Employee who has met the eligibility
requirements of Article II and who has elected to participate pursuant to an
election under Section 3.1.

            1.11 "Participant Loan" means the difference between (a) the
Purchase Price determined under Section 4.2 multiplied by the Purchased Common
Stock and (b) any amount advanced by the Participant at the time participation
commences pursuant to the provisions of Section 3.1.

            1.12 "Participating Subsidiary" means each United States Subsidiary
of the Company approved for participation in the Plan by the Board.

            1.13  "Per Share Fair Market Value" is defined in Section 4.2.

            1.14 "Purchase Date" means the date a Participant elects to
purchase, which shall be no later than 5:00 p.m. Las Vegas time on the May 31st
following the Effective Date or a Deferred Eligibility Date.

            1.15 "Purchased Common Stock" means the number of shares a
Participant has elected to purchase pursuant to Section 2.4.

            1.16 "Required Service Period" means a consecutive six-month period
during which an individual is an Employee, measured from his or her date of hire
by the Company or a Participating Subsidiary.

            1.17 "Subsidiary" means a subsidiary corporation of the Company, as
that term is defined in section 424(f) of the Code.

                                    ARTICLE II
                                    ELIGIBILITY

            2.1   Eligibility.  The eligibility requirements are as  follows:

                  2.1.1 Except as provided in Sections 2.2 and 2.3, an Employee
who has completed the Required Service Period before the Purchase Date and who
continues to be an Employee as of the Purchase Date, shall be eligible to
participate in the Plan.

                  2.1.2 Each other Employee, except as provided in Section 2.2
or Section 2.3, shall be eligible to participate in the Plan as of the Purchase
Date subsequent to when he or she shall first complete the Required Service
Period ("Deferred Eligibility Date"), subject to the provisions of Section
8.4.2.

                                      -2-
2.2 Ineligible Employees. Notwithstanding any other provision of the
Plan to the contrary, each of the following Employees shall be ineligible to
participate in the Plan:

                  2.2.1       An Employee who is a member of a collective
                              bargaining unit whose agreement with the Company
                              or a Participating Subsidiary does not provide for
                              participation in the Plan, provided that
                              participation in the Plan was a subject of good
                              faith bargaining as that term is understood under
                              the terms of the National Labor Relations Act, 29
                              U.S.C.
                              151, et seq.;

                  2.2.2       An Employee who is employed by a Subsidiary that
                              is not a  Participating Subsidiary; and

                  2.2.3       An Employee who is treated as owning Common Stock
                              possessing five percent or more of the total
                              combined voting power or value of all classes of
                              stock of the Company or any of its Subsidiaries
                              (for purposes of this provision, the rules of
                              section 424(d) of the Code shall apply in
                              determining stock ownership of any Employee).

            2.3 Eligibility Restrictions. An Employee who (a) elects to
terminate participation in the Plan in accordance with Section 3.4 or (b) makes
a hardship withdrawal from a Company 401(k) Plan shall be prohibited from
participating in the Plan for one year after the date of such termination or
withdrawal.

            2.4 Number of Shares. Each eligible Employee may purchase a number
of shares of Common Stock, but not less than 100 shares, nor more than 1,000
shares, with a combined Per Share Fair Market Value equal to 10% of his or her
Compensation in the calendar year prior to the Purchase Date. If an eligible
Employee was not an Employee for the full year prior to the Purchase Date, then
such Employee's Compensation for the first quarter before the Purchase Date will
be multiplied by four for purposes of calculating the number of shares such
Employee is eligible to purchase. The number of shares subject to purchase shall
be the next nearest whole number multiple of 100, rounded upward. For example,
assuming an eligible Employee had $15,000 of Compensation and Per Share Fair
Market Value of the Common Stock was $10.00, such employee could purchase a
maximum of 200 shares.

                                      -3-
ARTICLE III
                                   PARTICIPATION

            3.1 Commencement of Participation. An eligible Employee shall become
a Participant in the Plan by completing an enrollment and payroll deduction form
and delivering it to the Company or the Participating Subsidiary employing him
or her in accordance with procedures established by the Committee. A Participant
may pay the Purchase Price of Purchased Common Stock initially or at any other
time prior to two years after the Purchase Date.

            3.2 Payroll Deduction. At the time a Participant files his or her
enrollment and payroll deduction form, he or she shall elect to have withheld
from his or her Compensation on a bi-weekly basis an amount that will repay his
or her Participant Loan in no more than 52 level installments.

                  3.2.1. Notwithstanding the provisions of Section 3.2, the
balance of any Participant Loan must be repaid by the date specified in Section
5.2.

                  3.2.2. Notwithstanding any other provision within the Plan,
at no time shall the balance of a Participant Loan exceed $5,000.

            3.3 Changes in Rate of Payroll Deductions. A Participant may elect
to change the rate of his or her contribution to any other permissible rate that
meets the requirements of Section 3.2, effective as soon as administratively
feasible after the Participant files written notice thereof with the Committee.

            3.4 Suspension or Termination of Payroll Deductions. A Participant
may terminate contributions under the Plan. A termination of contributions shall
be effective as soon as administratively feasible after the date the Participant
files written notice thereof with the Committee. If a Participant fails to make
an installment payment and such missed payment is not made up within 90 days,
then the Participant will be deemed to have elected to terminate contributions.
If a Participant terminates his or her participation in the Plan the provisions
of Section 5.2 shall apply. In addition, all contributions by a Participant
shall be automatically suspended upon a hardship withdrawal from a Company
401(k) Plan for the period required by Section 401(k) of the Code and the
regulations thereunder.

            3.5 Statutory Limitation. No Employee shall be granted an option or
right to purchase that permits his or her rights to purchase Common Stock under
the Plan and all other employee stock purchase plans (as described in section
423 of the Code) of the Company or its Subsidiaries to accrue at a rate that
would cause the fair market value of all such stock (determined at the time such
option is granted) for each calendar year to exceed $25,000.

                                      -4-
ARTICLE IV
                                    OFFERINGS

            4.1 Offerings. The Plan shall be implemented through offerings of
the right to purchase the Common Stock for ten business days after (a) the
Effective Date and (b) a Deferred Eligibility Date ("Cut-Off Date"). Any rights
that are not exercised on or before the relevant Cut-Off Date shall expire and
be null and void.

            4.2 Purchase Price. The purchase price per share of stock ("Purchase
Price") shall be 85% of the Per Share Fair Market Value of Common Stock on the
Effective Date or a Deferred Eligibility Date, as applicable. For purposes of
the Plan, the "Per Share Fair Market Value of Common Stock" shall mean (a) if
the Common Stock is listed on an established stock exchange or exchanges, the
last reported sale price per share on such date on the principal exchange on
which it is traded, or if no sale was made on such date on such principal
exchange, at the closing reported bid price on such date on such exchange, or
(b) if the Common Stock is not then listed on an exchange, the last reported
sale price per share on such date reported by NASDAQ, or if sales are not
reported by NASDAQ or no sale was made on such date, the average of the closing
bid and asked prices per share for the Common Stock in the over-the-counter
market as quoted on NASDAQ on such date, or (c) if the Common Stock is not then
listed on an exchange or quoted on NASDAQ, the average of the closing bid and
asked price on the most recent date the Common Stock traded in the
over-the-counter market.

            4.3 Maximum Offering. Subject to adjustment as provided in Section
8.3, the maximum number of shares that shall be issued under the Plan shall be
300,000. To the extent the total amount of Purchased Common Stock for which
Participants have properly subscribed exceeds 300,000, the 300,000 shares shall
be allocated in integrals of 100 so that subscribing Participants will be
entitled to purchase, subject to the provisions of Section 2.4, 100 shares, 200
shares, 300 shares, 400 shares, 500 shares, 600 shares, 700 shares, 800 shares
and 900 shares until the entire 300,000 shares are allocated.

                                     ARTICLE V
                                   CERTIFICATES

            5.1 Certificates Representing Purchased Common Stock. The Company
will hold the certificates representing Purchased Common Stock until the
Purchase Price thereof has been paid in full by the Participant. The Participant
shall execute a blank stock power enabling the Company to cancel the issuance of
the Purchased Common Stock pursuant to Section 5.2.

            5.2   Cancellation Events.  The following shall be cancellation
events:

                                      -5-
5.2.1 If a Participant suspends or is considered as having
suspended his or her payroll deductions pursuant to Section 3.4 for a period of
time that, were payroll deductions to resume at the prior level, the Participant
Loan would not be repaid within 2 years from the Purchase Date,

                  5.2.2 If a Participant terminates his or her payroll
deductions under the Plan or is deemed to have terminated his or her payroll
deductions pursuant to Section 3.4, or

                  5.2.3 If a Participant leaves the employ of the Company or a
Participating Subsidiary,

and shall fail to pay the balance of his or her Participant Loan by the tenth
business day after receipt of notice from the Committee, the Company shall (a)
return all amounts paid on account of the Purchase Price and (b) cancel the
issuance of the certificates representing the Purchased Common Stock.

            5.3 Payment in Full. Upon payment of the full Purchase Price, the
Company will promptly issue one or more certificates representing the Purchased
Common Stock.

            5.4 Acquisition of Common Stock. The Company may make available
Common Stock for use under the Plan from authorized but unissued shares or
treasury shares, or may acquire Common Stock in the open market or in privately
negotiated transactions for such use.

                                    ARTICLE VI
                                    ACCOUNTING

            6.1 Allocation of Common Stock. Shares of a Participant's Purchased
Common Stock shall be registered in the name of the Participant, subject to the
provisions of Section 5.1.

            6.2 Account Statements. Each Participant shall receive quarterly
statements of all payroll deductions with respect to his or her Account,
together with all other transactions affecting such Account.

                                    ARTICLE VII
                                  ADMINISTRATION

            7.1 Authority of Committee. The Committee shall have the exclusive
power and authority to administer the Plan, including without limitation the
right and power to interpret the provisions of the Plan and make all
determinations deemed necessary or advisable for the administration of the Plan.
All such actions, interpretations and

                                      -6-
determinations that are done or made by the Committee in good faith shall be
final, conclusive and binding on the Company, the Subsidiaries, the
Participants, the Employees and all other parties claiming through them or any
of them, and shall not subject the Committee to any liability.

            7.2 Committee Procedures. The Committee may select one of its
members as its chairman and shall hold its meetings at such times and places as
it shall deem advisable and may hold telephonic meetings. A majority of its
members then in office shall constitute a quorum. All determinations of the
Committee shall be made by a majority of its members. Any decision or
determination reduced to writing and signed by a majority of the members of the
Committee shall be as fully effective as if it had been made by a majority vote
at a meeting duly called and held. The Committee may appoint a secretary and
shall make such rules and regulations for the conduct of its business as it
shall deem advisable.

            7.3 Expenses. The Company and its Participating Subsidiaries shall
pay all expenses incident to the operation of the Plan, including the costs of
record keeping, accounting fees, legal fees and the costs of delivery of stock
certificates to Participants.

                                   ARTICLE VIII
                                   MISCELLANEOUS

            8.1 Transferability. Neither payroll deductions credited to a
Participant's Account nor any rights with regard to the purchase of Common Stock
under the Plan may be assigned, transferred, pledged or otherwise disposed of in
any way by the Participant other than by will or the laws of descent and
distribution or pursuant to a divorce order.

            8.2 Status as Owner. Each Participant shall be deemed to own legally
all shares of Common Stock allocated to his or her Account and, to the extent
permitted by Nevada law, shall be entitled to exercise all rights associated
with ownership of the shares, including, without limitation, the right to vote
such shares in all matters for which Common Stock is entitled to vote, receive
dividends, if any, and tender such shares in response to a tender offer.

            8.3 Adjustment Upon Changes in Capitalization. In the event of a
reorganization, recapitalization, stock split, spin-off, split-off, split-up,
stock dividend, combination of shares, merger, consolidation or any other change
in the corporate structure of the Company, or a sale by the Company of all or
part of its assets, the Board shall make appropriate adjustments in the number
and kind of shares that are subject to purchase under the Plan.

            8.4   Amendment and Termination.

                  8.4.1 The Board shall have complete power and authority to
amend or terminate the Plan (including without limitation the power and
authority to make any

                                      -7-
amendment that may be deemed to affect the interests of any Participant
adversely); provided, however, that the Board shall not, without the approval of
the shareholders of the Company (a) increase the maximum number of shares that
may be offered under the Plan (except pursuant to Section 8.3); (b) modify the
requirements as to eligibility for participation in the Plan; or (c) in any
other way cause the Plan to fail the requirements of section 423 of the Code.

                  8.4.2 The Plan and all rights of Employees hereunder shall
terminate on the Cut-Off Date on which the maximum number of shares available
under the Plan has first been exceeded.

                  8.4.3 Notwithstanding the provisions of Section 8.4.2, the
Plan shall terminate on May 31, 1999 regardless of whether the full number of
shares available under Section 4.3 has been purchased. The termination of the
Plan under Section 8.4 shall in no way affect the obligation of a Participant to
repay a Participant Loan.

                  8.4.4 The Board may, but shall have no obligation to do so,
give more than one opportunity to purchase Common Stock under the Plan to an
eligible Employee whether or not such Employee has theretofore elected to
purchase stock, subject however to the limitations in Section 2.4.

            8.5 No Employment Rights. The Plan does not, directly or indirectly,
create in any employee any right with respect to continuation of employment by
the Company or any Subsidiary and it shall not be deemed to interfere in any way
with the Company's or any Subsidiary's right to terminate, or otherwise modify,
an employee's terms of employment at any time.

            8.6 Withholding. To the extent any payments or distributions under
the Plan are subject to Federal, state or local taxes, the Company and any
Participating Subsidiary are authorized to withhold all applicable taxes. The
Company and any Participating Subsidiary may satisfy its withholding obligation
by (a) deducting cash from a Participant's Account or (b) deducting cash from a
Participant's Compensation. A Participant's election to participate in the Plan
authorizes the Company and the appropriate Participating Subsidiary to take any
of the actions described in the preceding sentence.

            8.7 Use of Funds. All payroll deductions held by the Company under
the Plan (other than amounts representing Federal, state or local taxes
withheld) may be used by the Company for any corporate purpose and the Company
shall not be obligated to hold such payroll deductions in trust or otherwise
segregate such amounts.

            8.8 Governing Law. Except to the extent superseded by Federal law,
the laws of the State of Nevada will govern all matters relating to the Plan.

                                      -8-
8.9 Stockholder Approval. Notwithstanding the provisions of Section
1.9, the Plan shall not take effect until approved by the stockholders of the
Company.

                                      * * * *

            To record the adoption of the Plan, Riviera Holdings Corporation has
caused its authorized officers to affix its corporate name and seal this _____
day of ___________________, 1996.

[CORPORATE SEAL]                             RIVIERA HOLDINGS CORPORATION

Attest: __________________________           By:______________________________

                                      -9-
EXHIBIT 4.6

                           RIVIERA HOLDINGS CORPORATION
                          NONQUALIFIED STOCK OPTION PLAN
                            FOR NON-EMPLOYEE DIRECTORS

            1. Purpose. The purpose of this Plan is to assist Riviera Holdings
Corporation (the "Company") in attracting and retaining dedicated and qualified
persons to serve as non-employee Directors of the Company.

            2. Shares. The total number of shares that may be issued pursuant to
this Plan shall not exceed 50,000 shares of the Company's common stock, par
value $.001 per share ("Common Stock"), except to the extent of adjustments
authorized by Paragraph 6 of this Plan. Such shares may be Treasury shares or
shares of original issue or a combination of the foregoing. If any option
terminates, expires or is cancelled with respect to any shares of Common Stock,
new options may thereafter be granted covering such shares of Common Stock.

            3. Eligibility and Option Grants. The following options to purchase
Common Stock are hereby granted under this Plan:

                  (a) An option to purchase 2,000 shares of Common Stock to each
            person who on the effective date of this Plan is a non-employee
            Director of the Company, provided that any such person who has been
            granted options under the Company's 1993 Stock Option Plan will have
            the amount of such options deducted from such option to purchase
            2,000 shares (and if options to purchase more than 2,000 shares have
            been granted, then no options will be granted under this Paragraph
            3(a)).
                  (b) An option to purchase 2,000 shares of Common Stock to each
            person who on the anniversary of the effective date of this Plan is
            a non-employee Director of the Company.

                  (c) With respect to each person who first became or becomes a
            non-employee Director of the Company after the effective date of the
            Plan, a one-time grant of an option to purchase 2,000 shares of
            Common Stock granted as of the date such person first became or
            becomes a Director.

                  (d) The date of grant under Paragraphs 3(a), 3(b) and 3(c)
            shall be as follows: under Paragraph 3(a), the effective date of
            this Plan; under Paragraph 3(b), the anniversary of the effective
            date of this Plan; and under Paragraph 3(c), for a person who became
            a Director after the effective date of this Plan, the date such
            person first became or becomes a Director. Notwithstanding the
            foregoing, for purposes of Paragraphs 3(b) and 3(c) hereof, if the
            anniversary of the effective date of this Plan or the date on which
            a person first became or becomes a Director falls on a Saturday,
            Sunday or
legal holiday, the date of grant shall be the first business day
            following such anniversary date or the date such person first became
            or becomes a Director.

            4. Terms and Conditions of Options. Each option granted hereunder
shall be evidenced by a Stock Option Agreement substantially in the form of
Exhibit A attached hereto with the blanks appropriately filled in. No option
granted under this Plan shall be transferable otherwise than (i) by will or the
laws of descent and distribution or (ii) pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code, as in effect from time
to time or Title I of the Employee Retirement Income Security Act, or the rules
thereunder. The Exercise Price per share of each such option shall be the fair
market value per share of Common Stock determined as of the date of grant. "Fair
Market Value" shall mean: (a) if the Common Stock is traded on an exchange, the
closing price at which a share of Common Stock is traded on the date of
valuation or if there is no trading on such date, the closing price on the most
recent date of trading; (b) if the Common Stock is traded over-the-counter on
the NASDAQ System, the mean between the bid and asked closing prices of a share
of Common Stock on said System at the close of business on the date of valuation
or, if there is no bid and asked prices on such date, the average of the bid and
asked closing prices on the most recent date of trading or, if the Common Stock
is designated a National Market security, the closing price at which a share of
Common Stock traded on the date of valuation or if there is no trading on such
date, the closing price on the most recent date of trading; and (c) if neither
(a) nor (b) applies, the fair market value as determined by the Board in good
faith. Such determination shall be conclusive and binding on all persons.

            5. Administration. No option may be granted under this Plan after
July 1, 2003 but options granted prior to that date shall continue to be
exercisable after that date in accordance with their terms.

            6. Adjustments Upon Capitalization and Corporate Changes. The Board
may make or provide for such adjustments in the option price and in the number
or kind of shares of the Common Stock or other securities covered by outstanding
options as the Board in its sole discretion, exercised in good faith, may
determine is equitably required to prevent dilution or enlargement of the rights
of optionees that would otherwise result from (a) any stock dividend, stock
split, combination of shares, recapitalization or other change in the capital
structure of the Company, or (b) any merger, consolidation, reorganization,
separation, partial or complete liquidation, issuance of rights or warrants to
purchase stock, or (c) any other corporate transaction or event having an effect
similar to any of the foregoing. Notwithstanding anything to the contrary, in
the event of a merger or consolidation in which the Company is not the surviving
corporation and the agreement of merger or consolidation provides for the
assumption of options granted, and the Company's obligations, under this Plan,
the shares of common stock or securities of the successor corporation may be
issued under this Plan in lieu of shares of Common Stock, subject to all the
adjustments which the Board may determine is equitably required under this
Paragraph 6 and such substitution of securities shall not require the consent of
any

                                      -2-
person who is granted options pursuant to this Plan. The Board may also make or
provide for such adjustments in the number or kind of shares of Common Stock or
other securities (including, but not limited to, shares of a successor
referenced above) which may be sold under this Plan, and in the number of shares
granted to newly elected Directors under Paragraph 3(c) of this Plan, as such
Board in its sole discretion, exercised in good faith, may determine is
appropriate to reflect any transaction or event described in the two preceding
sentences.

            7. Amendment. This Plan may be amended from time to time by the
Board, but without further approval by the shareholders of the Company no such
amendment shall (a) increase the aggregate number of shares of Common Stock that
may be issued and sold under this Plan (except that adjustments authorized by
the last sentence of Paragraph 6 shall not be limited by this provision) or (b)
change the designation in Paragraph 3 of the class of persons eligible to
receive options or (c) cause Rule 16b-3 promulgated under the Securities and
Exchange Act of 1934, as amended (or any successor rule to the same effect), to
cease to be applicable to this Plan. In no event shall the provisions of this
Plan relating to (i) the number of shares of Common Stock for which an option
may be granted, (ii) the option price, and (iii) the timing of the grant and
vesting of an option, be amended more than once every six months, with the
exception of amendments required to comport with changes in the Internal Revenue
Code of 1986, as amended, the Employee Retirement Income Security Act, or the
rules promulgated thereunder.

            8. Miscellaneous. Except as provided in this Plan, no Non-Employee
Director shall have any claim or right to be granted an option under this Plan.
Neither this Plan nor any action hereunder shall be construed as giving any
Director any right to be retained in the service of the Company.

            9. Effective Date. This Plan shall be effective May 10, 1996 or such
later date as stockholder approval is obtained.

                                      -3-
EXHIBIT A

                            STOCK OPTION AGREEMENT FOR
                          NONQUALIFIED STOCK OPTION PLAN
                            FOR NON-EMPLOYEE DIRECTORS

            WHEREAS, _________________ (the "Optionee") is a non-employee
Director of Riviera Holdings Corp., a Nevada corporation (the "Company"); and

            WHEREAS, the execution of a Stock Option Agreement in the form
hereof has been duly authorized by a resolution of the Board of Directors of the
Company duly adopted on _____________ and incorporated herein by reference;

            NOW, THEREFORE, the Company hereby grants to the Optionee a
nonqualified option pursuant to the Company's Nonqualified Stock Option Plan for
Non- Employee Directors (the "Plan") to purchase _______ shares of the Company's
common stock, par value $.001 per share ("Common Stock"), at the price of
$__________ per share, and agrees to cause certificates for any shares purchased
hereunder to be delivered to the Optionee upon payment of the purchase price in
full, all subject, however, to the terms and conditions hereinafter set forth.

            1(a). This option (until terminated as hereafter provided) shall
become exercisable to the extent of 20% of the shares specified above after the
Optionee shall have continuously served as a non-employee Director for a period
of one year from the date of this Agreement, and to the extent of an additional
20% after each of the next four successive years during which the Optionee shall
have continuously served as a non-employee Director. To the extent exercisable,
this option shall be exercisable in whole at any time or in part from time to
time.

            (b) Upon a filing pursuant to any federal or state law in connection
with any tender offer for shares of the Company (other than a tender offer by
the Company) or upon the signing of any agreement for the merger or
consolidation of the Company with another corporation or for sale of all or
substantially all of the assets of the Company or upon adoption of any
resolution of reorganization or dissolution of the Company by the shareholders
or upon the occurrence of any other event or series of events, which tender
offer, merger, consolidation, sale, reorganization, dissolution or other event
or series of events, in the opinion of the Board of Directors, will, or is
likely to, if carried out, result in a change of control of the Company, the
option granted hereby shall, notwithstanding the first sentence of this
Paragraph, become immediately exercisable in full. If any such tender offer,
merger, consolidation, sale, reorganization, liquidation or other event or
series of events mentioned in the immediately preceding sentence shall be
abandoned, the Board of Directors may by notice to the Optionee nullify the
effect thereof and reinstate the provisions of the first sentence of this
Paragraph, but without prejudice to any exercise of this option that may have
occurred prior to such nullification. Notwithstanding anything to
the contrary in this agreement, in the event of a merger or consolidation in
which the Company is not the surviving corporation and the agreement of merger
or consolidation provides for the assumption of options granted, and the
Company's obligations, under the Plan, the date of exercisability of each
outstanding option granted hereby shall not be accelerated as referenced above
and the shares of common stock or securities of the successor corporation may be
issued under the Plan in lieu of shares of Common Stock, subject to all the
adjustments which the Board (as defined in the Plan) may determine is equitably
required under Paragraph 6 of the Plan; in such event, the optionee hereby
consents to the substitution of such successor corporation's securities.

            2. In order to exercise this option, the person or persons entitled
to exercise it shall give written notice to the Company specifying the number of
shares to be purchased pursuant to the exercise of the option. This notice shall
be accompanied by payment for the shares. The option price shall be payable (a)
in cash or by check acceptable to the Company, (b) by transfer to the Company of
shares of Common Stock which have been owned by the Optionee for not less than
six months prior to the date of exercise and which have a fair market value on
the date of exercise equal to the option price, or (c) by a combination of such
methods of payment. The requirement of payment in cash shall be deemed satisfied
if the Optionee shall have made arrangements satisfactory to the Company with a
broker who is a member of the National Association of Securities Dealers, Inc.
to sell a sufficient number of the shares being purchased so that the net
proceeds of the sale transaction will at least equal the option exercise price
and pursuant to which the broker undertakes to promptly deliver the full option
exercise price to the Company.

            3.    This Option shall terminate on the earliest of the following
dates:

                  (a) Three months after the date on which the Optionee ceases
            to be a non-employee Director of the Company, unless he ceases to be
            such Director by reason of death or disability or unless such
            non-employee Director becomes an employee-Director subsequent to the
            date this option was granted pursuant to the Plan;

                  (b) Three months after the date of a qualified domestic
            relations order, as defined by the Code or Title I of the Employee
            Retirement Income Security Act, or the rules thereunder, requiring
            the transfer of all or a portion of this option to the spouse of the
            Optionee (the "Qualified Domestic Relations Order") only with
            respect to such portion as is transferred.

                  (c)   One year after the death or disability of the Optionee
            if the Optionee dies or becomes disabled while a Director of the
            Company; and

                  (d)   Ten years from the date on which this option was
            granted.

                                      -2-
For purposes of this Paragraph 3, "disability" shall mean the
condition of an Optionee who is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than twelve months.

            4. This option is not transferable by the Optionee otherwise than
(i) by will or the laws of descent and distribution or (ii) pursuant to a
Qualified Domestic Relations Order.

            5. This option is exercisable, during the lifetime of the Optionee
(i) only by him or by his guardian or legal representative or (ii) in the case
of the transfer of all or a part of this Option pursuant to a Qualified Domestic
Relations Order, by the spouse of the Optionee.

            6. This option shall not be exercisable if such exercise would
involve a violation of any applicable federal or state securities law, and the
Company hereby agrees to make reasonable efforts to comply with such securities
laws.

            7. If the Company shall be required to withhold any federal, state,
local or foreign tax in connection with the exercise of this option, it shall be
a condition to such exercise that the Optionee pay or make provision
satisfactory to the Company for payment of all such taxes.

            8. Nothing in this Agreement or the Plan shall entitle the Optionee
to continue to serve as a Director of the Company until this option becomes
exercisable in full or for any other period.

            9.    This Agreement shall be subject to all of the terms and
conditions of the Plan.

            EXECUTED at Las Vegas, Nevada, this ____ day of ______________,
19__.

                                          RIVIERA HOLDINGS CORP.

                                          By____________________________

                                          Its____________________________

                                      -3-
The undersigned Optionee hereby acknowledges receipt of an executed
original of this Stock Option Agreement and accepts the option granted
thereunder.

                                          ------------------------------
                                                     Optionee

                                      -4-
EXHIBIT 4.7

                           RIVIERA HOLDINGS CORPORATION
                              STOCK COMPENSATION PLAN
                           FOR DIRECTORS SERVING ON THE
                              COMPENSATION COMMITTEE

      1. Purpose. The purpose of this Plan is to assist Riviera Holdings
Corporation (the "Company") in attracting and retaining dedicated and qualified
persons to serve on the Compensation Committee (the "Compensation Committee") of
the Board of Directors of the Company (the "Board") and allowing such Directors,
who are not eligible under certain of the Company's Stock Option Plans, to
increase their financial stake in the Company through ownership of Common Stock
(as defined), thereby underscoring such Directors' mutual interest with
stockholders in increasing the long-term value of the Company's Common Stock.

      2. Shares. Each year, the Company will reserve for issuance under this
Plan such number of shares of the Company's common stock, par value $.001 per
share (the "Common Stock"), as will be required to allow each Director on the
Compensation Committee to receive his or her compensation for serving as a
Director in shares of Common Stock. Such shares may be treasury shares or shares
of original issue or a combination of both. If any Director does not elect to
receive payment in shares of Common Stock, such shares may be retained by the
Company for use in future years.

      3. Election. Each Director who elects to receive all or part of his or her
compensation in shares of Common Stock (the "Election") must notify the Company
(which notice need not be in writing) no later than noon, Las Vegas time, on the
date payment for such compensation is due (the "Payment Date") of such Election
and the amount to be received in Common Stock and cash, if any. The Director's
cash compensation shall be converted into Common Stock at the Fair Market Value
of Common Stock determined as of the Payment date. The Fair Market Value shall
mean (a) if the Common Stock is traded on an exchange, the closing price at
which a share of Common Stock is traded on the date of valuation or if there is
no trading on such date, the closing price on the most recent date of trading;
(b) if the Common Stock is traded over-the-counter on the NASDAQ System, the
mean between the bid and asked closing prices of a share of Common Stock on said
System at the close of business on the date of valuation or, if there are no bid
and asked prices on such date, the average of the bid and asked closing prices
on the most recent date of trading or, if the Common Stock is designated a
National Market security, the closing price at which a share of Common Stock
traded on the date of valuation or if there is no trading on such date, the
closing price on the most recent date of trading; and (c) if neither (a) nor (b)
applies, the fair market value as determined by the Board (excluding members of
the Compensation Committee) in good faith. Such determination shall be
conclusive and binding on all persons.
4. Amendment. This Plan may be amended from time to time or terminated by
the Board (excluding members of the Compensation Committee) at its sole
discretion.

      5. Miscellaneous. (a) Except as provided in this Plan, no Director on the
Compensation Committee shall have any claim or right to purchase Common Stock
from the Company. Neither this Plan nor any action hereunder shall be construed
as giving any Director any right to be retained in the service of the Company.

      (b) A Director may not purchase Common Stock under this Plan if such
purchase would involve a violation of any applicable federal or state securities
laws, and the Company hereby agrees to make reasonable efforts to comply with
such securities laws.

      (c) If the Company shall be required to withhold any federal, state, local
or foreign tax in connection with the purchase of Common Stock, it shall be a
condition to such purchase that the Director pay or make provision satisfactory
to the Company for payment of all such taxes.

      6. Effective Date. This Plan shall be effective March 1, 1996 upon
approval of the Board.

                                      -2-
EXHIBIT 5.1

                                  May 10, 1996

Riviera Holdings Corporation
2901 Las Vegas Boulevard South
Las Vegas, Nevada 89109

Gentlemen:

            We refer to the registration of 880,000 shares (the "Shares") of
Common Stock, par value $.001 per share, of Riviera Holdings Company (the
"Company") to be offered pursuant to (i) the Riviera Holdings Corporation 1993
Stock Option Plan (480,000 shares), (ii) the Riviera Holdings Corporation Stock
Purchase Plan (300,000 shares), (iii) the Riviera Holdings Corporation
Nonqualified Stock Option Plan for Non-Employee Directors (50,000 shares) and
(iv) the Riviera Holdings Corporation Stock Compensation Plan for Directors
Serving on the Compensation Committee (50,000 shares) (collectively, the
"Plans") in a registration statement on Form S-8 (the "Registration Statement")
to be filed under the Securities Act of 1933.

            In connection with the foregoing, we have reviewed such records,
documents, agreements and certificates, and examined such questions of law, as
we have considered necessary or appropriate for the purpose of this opinion. In
making our examination of records, documents, agreements and certificates, we
have assumed the authenticity of the same, the correctness of the information
contained therein, the genuineness of all signatures and the conformity to
authentic originals of all items submitted to us as copies (whether certified,
conformed, photostatic or by other electronic means) of records, documents,
agreements or certificates.

            Based upon the foregoing, we are of the opinion that, when issued
against receipt of the agreed purchase price therefor pursuant to the terms of
the Plans, the Shares will be validly issued, fully paid and nonassessable.
Riviera Holdings Corporation
May 10, 1996
Page 2

            We are members of the Bar of the State of New York, and we express
no opinion as to the laws of any jurisdiction other than the laws of the United
States of America, the State of New York and, to the extent necessary to render
this opinion, the General Corporation Law of the State of Delaware.

            We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement.

                                        Very truly yours,

                                        /s/ Dechert Price & Rhoads
EXHIBIT 13.1

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------
                                    FORM 10-K

     Mark One)
[X]  Annual report pursuant to section 13 or 15(d) of the Securities Exchange
     Act of 1934 [Fee Required]

For the fiscal year ended December 31, 1995

[ ]  Transition report pursuant to section 13 or 15(d) of the Securities
     Exchange Act of 1934 [Fee Required]

For the transition period from ________________ to ___________________

                        Commission file number 000-21430

                          RIVIERA HOLDINGS CORPORATION
             (Exact name of Registrant as specified in its charter)

      Nevada                                           88-0296885
- ------------------------                   ------------------------------------
(State of Incorporation)                   (I.R.S. Employer Identification No.)

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

Registrant's telephone number, including area code:  (702) 734-5110
                                                     --------------

Securities registered pursuant to Section 12(b) of the Act:  None
                                                             ----

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 par value
                          -----------------------------
                                (Title of class)

     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 that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    YES [X] NO [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Registration S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or amendment
to this Form 10-K. [X]

         Based on the average price bid for the Registrant's Common Stock as of
March 6, 1996, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $42,000,000.

         As of March 6, 1996, the number of outstanding shares of the
Registrant's Common Stock was 4,800,000.

Documents incorporated by reference: The Company's Proxy Statement dated April
12, 1996, relating to the Annual Meeting of Stockholders to be held on May 10,
1996, is incorporated by reference in Part III hereof.

================================================================================
                               Page 1 of 28 Pages
                    Exhibit Index Appears on Page 24 Hereof.

                                        1
RIVIERA HOLDINGS CORPORATION AND SUBSIDIARY
                    ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
                          YEAR ENDED DECEMBER 31, 1995

                                TABLE OF CONTENTS

Item 1.  Business............................................................3
         General.............................................................3
         Business Strategy...................................................3
         Marketing...........................................................5
         Credit..............................................................7
         Operations..........................................................8
         Competition.........................................................8
         Riviera Gaming Management...........................................9
         Employees and Labor Relations......................................10
         Regulation and Licensing...........................................10
         Alcoholic Beverages................................................14
         Federal Registration...............................................15

Item 2.  Properties.........................................................15

Item 3.  Legal Proceedings..................................................15

Item 4.  Submission of Matters to a Vote of Security Holders................15

Item 5.  Market for the Registrant's Common Stock and Related
           Security Holder Matters..........................................16

Item 6.  Selected Financial Data............................................17

Item 7.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations........................................17
         Results of Operations..............................................17
         Comparison of Year Ended December 31, 1995 Versus 1994.............19
         Comparison of Twelve Months Ended December 31, 1994
           Versus the Twelve Months Ended December 31, 1993
           (First Six Months of 1993 [Predecessor] and Six
           Months Ended December 31, 1993 [Successor])......................20
         Liquidity and Capital Resources....................................21

Item 8.  Financial Statements and Supplementary Data........................23

Item 9.  Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure..............................23

Item 10. Directors and Executive Officers of the Registrant.................23

Item 11. Executive Compensation.............................................24

Item 12. Principal Shareholders.............................................24

Item 13. Certain Relationships and Related Transactions.....................24

Item 14. Exhibits, Financial Statement Schedules and
           Reports on Form 8-K..............................................24

                                        2
Item 1.   Business

General

          Riviera Holdings Corporation, a Nevada corporation (the "Company"),
operates the Riviera Hotel & Casino (the "Hotel & Casino") through its
wholly-owned subsidiary, Riviera Operating Corporation, a Nevada corporation
("ROC"). The Hotel & Casino is located on a 26-acre site at the north end of the
heavily-traveled Las Vegas Strip, directly across from Circus Circus. The Hotel
& Casino began operations in 1955 and was substantially renovated and expanded
in the years prior to 1990. The Hotel & Casino complex consists of approximately
1,700,000 square feet and includes a 105,000 square- foot casino, a 100,000
square-foot convention, meeting and banquet facility, approximately 2,100 hotel
rooms (including 180 luxury suites), five full-service restaurants, four
showrooms, a 200 seat entertainment lounge, 44 food and retail concessions and
approximately 2,900 parking spaces. The casino offers approximately 1,200 slot
machines, 54 gaming tables, a 58-seat keno lounge and a 200-seat race and sports
book lounge. Consistent with its emphasis on slot machine play, the casino has a
large variety of slot and video poker devices designed to appeal to a wide
variety of customers, including a number of machines designed specifically for
use at the Hotel & Casino.

          The Hotel & Casino's room occupancy rates (including both paid and
complimentary rooms) were 97.2% in 1994 and 97.0% 1995. Complimentary rooms
represented 6.0% and 5.1% of total room occupancy, respectively. Based on the
Nevada Gaming Abstract published by the Gaming Board, occupancy rates for 19
similar hotel-casinos on the Las Vegas Strip ranged from 95.5% in 1994 to 94.1%
in 1995 (based on June 30 fiscal years).

Seasonality

          The operations of the Hotel & Casino are conducted 24 hours a day,
every day of the year. Management considers the business of the Hotel & Casino
to be moderately seasonal, with December generally being the slowest month.

Business Strategy

          A new management team was installed in early 1992. This new team
implemented a business strategy which changed the focus of the Hotel & Casino
from dedicated gamblers to customers seeking a broader entertainment experience
which includes gaming. In accordance with this new strategy, the management team
repositioned the Hotel & Casino to appeal to slot customers and profitable mid-
level table games customers. Prior to implementing this strategy, the Hotel &
Casino had focused on attracting disparate segments of the gaming market,
including high-end table games customers (particularly baccarat players) as well
as "junket" and low-end table games customers. While the marketing efforts of
the Hotel & Casino, prior to the implementation of the new business strategy,
were directed to the Eastern and Midwestern United States as well as certain
foreign countries, a substantial portion of the visitors to Las Vegas lived in
the Southwestern United States and Southern California. Consequently, the new
management team redirected the marketing efforts to focus primarily on the
Southwestern United States and Southern California in order to increase the
Hotel & Casino's share of customers from these areas. Also, the new management
team initiated aggressive promotional programs to attract competitors' slot
customers already frequenting Las Vegas.

                                        3
A Broad Entertainment Experience

          Management is seeking to attract customers who want a broad
entertainment experience. For certain customers, gaming is the primary draw and
other entertainment is secondary. Entertainment includes the variety show Splash
II, La Cage, Crazy Girls, Riviera Comedy Club and Bottoms Up, all of which are
augmented by special events and in-house promotions. The Splash Theater was
closed December, 1994, in order to remodel the stage and showroom for the new
Splash II which opened June 23, 1995.

Emphasis on Slot Play

          Since 1992 slot play at the Hotel & Casino has been increased by
replacing old slot machines, installing bill acceptors on slot machines,
introducing slot clubs and tournaments, creating a friendly atmosphere and
providing improved service to slot customers. In order to improve the overall
comfort level of its slot customers, management has added hosts to serve players
in slot machine areas, and promotional programs to attract incremental slot
players.

Reduce Revenue Volatility

          In order to reduce the volatility of the financial performance of the
Hotel & Casino, management has taken steps to establish the Hotel & Casino as
being in the "gaming" business rather than the "gambling" business. Management
has taken several measures to accomplish this transition from gambling to
gaming. Table limits and credit amounts were significantly reduced for baccarat
in order to reduce exposure to high-risk play. The sports book's operations were
turned over to a third-party operator in 1992, which has reduced the casino's
exposure to high-risk sports betting. The Race book is part of the parimutuel
system for available tracks, thereby significantly reducing fluctuations in
revenue by eliminating big losses on single races.

Reconfigure Public Areas

          The casino was reconfigured to accommodate the new business strategy.
In addition to replacing old slot machines and installing bill acceptors, the
Company reduced the size of the baccarat area, and relocated it to the main pit
of the casino. Also, the gaming area was reconfigured to improve the flow of
customer traffic. In order to capitalize on a substantial amount of unused space
in the facility, several retail shops and various concessions were added. These
shops and concessions provide additional rental income to the Hotel & Casino.

Focus on Repeat Customers

          Generating customer satisfaction and retaining their loyalty is a
critical component of management's business strategy. The Hotel & Casino
attracts customers from its primary markets by: 1) promotional programs, 2)
focused marketing efforts, 3) developing strong relationships with specific
travel wholesalers and 4) repeat visitors. The percentage of repeat hotel room
guests increased from 37% in 1994 to 38% in 1995.

                                        4
Walk-in Customers

          Walk-in customers are those who patronize a facility's casino but are
not room guests of its hotel. Management believes that a number of factors may
favorably affect the volume of walk-in business at the Hotel & Casino. These
factors include the location of the Hotel & Casino across the street from Circus
Circus and the Stardust Hotel, and being within walking distance of the Las
Vegas Convention Center. In addition, management believes that walk-in business
may be increased by the extensive entertainment attractions at the Hotel &
Casino, the design and atmosphere of its casino area and the quality, pricing
and variety of its restaurants.

Focus on Convention Customers

          The Hotel & Casino has over 100,000 square feet of convention space
which is the fifth largest convention facility in Las Vegas. The increase in
number of hotel rooms at the south end of the Las Vegas Strip has created severe
traffic congestion in that area making the Hotel & Casino at the north end of
the Strip a far more convenient location for convention attendees. City-wide
convention visitors will pay a premium room rate for this convenience.
Management has focused its efforts on attracting convention attendees who will
also patronize the casino, entertainment and food and beverage services of the
Hotel and Casino.

Marketing

General

          The operating revenues and income of the Hotel & Casino depend upon
the level of gaming activity in the casino as well as optimizing the profits
from food and beverage, lodging, convention facilities, entertainment and retail
operations. Accordingly, the goal of the marketing efforts of the Hotel & Casino
is to attract hotel guests and gaming customers. The entertainment, food,
beverage and other related services are intended to complement the casino
operations. The Hotel & Casino has one of the most extensive entertainment
programs in Las Vegas, offering five different regularly scheduled shows and
special appearances by headline entertainers in concert. Splash II, a 90-minute
production variety show, is presented twice each night, seven nights per week
(The Splash Theater was closed December 1994, in order to remodel the stage and
showroom for the new Splash II which opened June 23, 1995.). The Riviera Comedy
Club, a one-hour stand-up comedy show, is presented two times per night on five
nights per week, and three times per night on two nights per week. La Cage, a
90-minute female star impersonator show, is presented two times per night on
four nights per week, and three times per night on Wednesday and Saturday. Crazy
Girls, an adult-oriented production is presented two times per night on five
nights per week, and three times per night on Saturday. Bottoms Up, an afternoon
comedy review, is presented two times per day, five days per week. In addition,
the Hotel & Casino sponsors special events, such as the Las Vegas Bowl football
game and presents major concerts, such as The Beach Boys, in order to promote
itself to the general public.

          While it is impracticable to distinguish accurately between local and
tourist clientele, management believes that a substantial percentage of the
casino business at the Hotel & Casino is derived from tourists, principally from
Southern California and the Southwestern United States.

                                        5
Management's strategy is to target customers in the mid-level gaming
segment. The Hotel & Casino has adopted a marketing approach intended to develop
a loyal following of repeat customers. The key element of this approach is the
tailoring of promotional offers to match the specific requirements and
circumstances of targeted customers. This approach is achieved through the use
of a proprietary database marketing system for table games customers, and for
tracking slot customers based on a system employing computerized card reader
technology. The casino database system was upgraded to "state of the art" in the
first half of 1995. Each slot and table games customer is encouraged to join a
program which allows the customer to earn various complimentary services and
cash bonuses dependent upon level of gaming play. Slot club program members are
issued club cards and computer systems record certain information about each
member. Promotional offers are then made to customers based on their level of
gaming activity. The promotional offers are conveyed to customers by direct mail
and telemarketing.

Business Mix Strategy

          The Hotel & Casino's customers are attracted from the following
principal market segments: vacationers, (tour operators, travel agent groups,
travel agent reservations, individual reservations), slot and casino marketing
programs, and conventions (city wide conventions, associations, corporate, and
incentive.) It is the Hotel's objective to achieve maximum occupancy and room
rate, as well as obtain the most profitable business mix at all times.

Vacationers

          The principal components of this segment are tour operators who
produce customers primarily from outside the southwest regional market. These
customers take advantage of travel packages (air and room) produced by wholesale
operators. Management has developed specialized marketing programs and has
cultivated relationships with wholesale operators who meet management's criteria
concerning market penetration, reputation, and production. Management has also
developed important relationships with, and specialized programs for, certain
major domestic air carriers and travel agencies to expand the vacationer market.

Slot & Casino Marketing Programs

          Various gaming marketing programs are implemented to attract slot and
table game customers which produce room nights and gaming revenue on a
consistent, profitable basis. Discounted room rates are offered to customers who
meet established gaming requirements, which also has produced a large database
and repeat clientele. The Hotel & Casino is marketed to gaming customers through
direct sales by the in-house marketing staff, by independent representatives
located in a number of major cities, and by third-party referrals. These
programs produce significant repeat clientele. The Hotel & Casino has compiled a
computer database to help identify customers requirements and preferences.

$40 For $20 Slot Promotion

          This innovative program offers the customer $40 of slot play on
promotional machines for $20 in cash. If the customer does not win a jackpot of
at least $40, a prize with a retail value of at

                                        6
least $40 is awarded. The customer may select from a wide variety of premiums
which the Hotel & Casino purchases in the Far East.

Conventions

          Convention business is generally considered to represent gatherings of
large trade organizations or other groups requiring 500 or more rooms per night
in addition to substantial meeting and banquet space and other facilities.
Included are city-wide events involving multiple locations and smaller events
headquartered and housed at one facility. Convention business, which provides
higher room rates than those offered to tour and travel operators and which is
also mid-week oriented, is a major target for the Hotel & Casino with its
100,000 square feet of exhibit, meeting and banquet space. Convention business
also provides certain advance planning benefits, since planning for conventions
typically begins two to four years in advance of the convention date. The
management team focuses the marketing efforts of the Hotel & Casino to book
those conventions whose participants have the most active gaming profile and
higher room rate, banquet and function spending profiles. A portion of the
convention business of the Hotel & Casino is derived from smaller corporate
meetings (those requiring fewer than 500 rooms per night) and corporate
incentive programs (travel packages produced by third parties for corporations
desiring to motivate and reward their employees). The Hotel & Casino is located
within walking distance of the Las Vegas Convention Center which increases the
Riviera's attractiveness to visitors who want to avoid the strips traffic
congestion particularly around the mega-resorts at the south end of the Las
Vegas Strip.

Credit

          The percentage of table games volume at the Hotel & Casino represented
by credit play declined from approximately 20% in 1994 to 17% in 1995. The
continuing decline was the result of the application of stricter credit policies
and a reduction of baccarat table limits. The decline also resulted from the
decision of the management team at the Hotel & Casino to redirect its business
away from high-level wagerers and to focus, instead, on the mid-level wagerer
segment of the casino business. Because the extension of credit is necessary for
the success of a marketing strategy aimed at high-level wagerers but is not as
necessary for success with mid-level wagerers, management expects that providing
credit, and risks associated with possible losses on uncollectible and
discounted receivables, will become less significant to the Hotel & Casino.
However, because management intends to maintain a balanced marketing strategy
which will include some level of credit being extended, providing credit and the
risks associated therewith will remain significant.

          Receivables from casino operations declined from approximately
$3,850,000 on December 31, 1994 to approximately $2,600,000 on December 31,
1995. In addition, the allowance for bad debts from casino operations declined
from approximately $1,100,000 on December 31, 1994, to approximately $500,000 at
December 31, 1995. These declines resulted primarily from the imposition of
stricter credit standards as a result of the redirection of marketing efforts
from high-level to mid-level wagerers. There was an increase in the allowance
for casino bad debts of approximately $500,000 in the fourth quarter of 1994 due
to the devaluation of the Mexican peso and its effect on collectability. During
1995, substantially all of the remaining uncollected Mexican accounts were
written off.

                                        7
Management maintains controls over the issuance of credit and
aggressively pursues collection of its customer receivables. Such collection
efforts parallel those procedures commonly followed by most large corporations,
including the mailing of statements and delinquency notices, personal and other
contacts, the use of an outside collection agency, civil litigation and criminal
prosecution, if warranted. Nevada gaming debts evidenced by credit instruments,
and judgments enforcing such instruments, are enforceable under the laws of
Nevada and certain other jurisdictions, but are not enforceable in certain
states and foreign countries because of public policy considerations against
gaming. All states are required to enforce a judgment on a gaming debt entered
in Nevada pursuant to the Full Faith and Credit Clause of the United States
Constitution and, although foreign countries are not so bound, the assets in the
United States of foreign debtors may be reached to satisfy judgments entered in
the United States. However, in some instances it may be impractical or
uneconomical to pursue the enforcement of such judgments.

Operations

          The Hotel & Casino maintains controls over the recording and
safekeeping of all receipts and disbursements through various means, including
locked cash boxes, personnel independent of casino operations performing daily
cash and coin counts, floor observation of the gaming area, closed-circuit
television observation of gaming and certain other areas, computer tabulation of
receipts and disbursements for each gaming machine and table and timely analysis
of discrepancies or deviations from normal performance.

          The Hotel & Casino maintains fire insurance and business interruption
insurance, general and excess/umbrella liability insurance policies and offers
its non-bargaining employees the option to choose either a fully indemnified
"HMO" (Health Maintenance Organization) or a self-insured "PPO" (Preferred
Provider Organization) form of employee medical insurance. In addition, all
enrolled non-bargaining employees receive self-insured dental, vision, life and
disability coverage. Management believes that current insurance is adequate to
reasonably cover foreseeable risks for excess liability.

          Management believes that the Hotel & Casino is in compliance with all
material fire safety legal requirements. As part of the continued fire safety
review process conducted at the Hotel & Casino, management upgraded the systems
in 1994 and 1995, by consolidating two fire safety control centers into one
primary control center and establishing a separate back-up emergency control
center. These improvements, together with the related expansion of emergency
communications systems, enhanced the ability of the Hotel & Casino to provide a
safe facility for its customers.

Competition

          The Hotel & Casino competes with a number of other casino-hotels in
Las Vegas. Currently, there are approximately 20 major casinos located on or
near the Las Vegas Strip, nine major casino-hotels located in the downtown area
and several major facilities located elsewhere in the Las Vegas area. Las Vegas
casino square footage and room capacity are continuing to increase, principally
as a result of expansion and new construction projects by casino-hotels located
on or near the Strip. Between September 15, 1989 and December 31, 1992, Las
Vegas hotel and motel room capacity increased by 13,000 rooms (20%) from 63,000
to 76,000 rooms. This increase includes the opening of the 3,000-room Mirage and
the Excalibur. Based on data compiled by a national accounting firm, the

                                        8
opening of the Mirage and Excalibur did not significantly affect the casino
revenues of a group of 12 casinos (including the Hotel & Casino) on the Las
Vegas Strip.

          Three major casino-hotels on the Las Vegas Strip opened in late 1993;
the 2,500-room Luxor, the 3,000-room Treasure Island, and the 5,000-room MGM
Grand casino-hotel and theme park, increasing the capacity in Las Vegas to
approximately 85,000 rooms. During 1994, the Hotel and Casino experienced
increases in revenues and profits as the demand for hotel rooms continued to
exceed the supply.

          Various other expansion projects have been announced or are in
progress which may affect the business of the Hotel & Casino including New York,
New York (2,500 rooms), Monte Carlo (3,000 rooms), Bellagio ( 3,000 rooms),
Stratosphere (2,500 rooms) and the Circus Circus projects on the South end of
the Strip. Circus Circus has announced that they will be building an additional
1,000 rooms across from the Hotel & Casino in 1996. William Bennett, former
principal owner of Circus Circus has acquired the Sahara Hotel & Casino and has
announced expansion plans. Many casino-hotels (new and old) in Las Vegas have
far greater capital resources than the Hotel & Casino. Management believes that
the new hotels and "theme" attractions will both increase competitive pressures
and offer opportunities resulting from the increase in visitors to Las Vegas,
the net effect of which cannot be estimated at this time.

          Management believes that the most direct competition for the Hotel &
Casino comes from certain large casino-hotels located on or near the Strip which
offer amenities and marketing programs similar to those offered by the Hotel &
Casino. These facilities currently include the Bally's, Flamingo Hilton,
Frontier, Harrah's, Sahara, Sands, Stardust and Tropicana casino-hotels. The
Hotel & Casino competes on the basis of the atmosphere and excitement offered by
the facility, the desirability of its location, the quality and relative value
of its hotel rooms and restaurants, the quality and variety of entertainment
offered, customer service, the availability of convention facilities, its
marketing strategy and special marketing and promotional programs.

          The Hotel & Casino also competes to a lesser extent with casino-hotel
operations located in the Laughlin and Reno-Lake Tahoe areas of Nevada, Atlantic
City, New Jersey and other parts of the world and with state-sponsored
lotteries, off-track wagering, card parlors, river boat and Indian gaming
ventures and other forms of legalized gaming in the United States, as well as
with gaming on cruise ships. Certain states have recently legalized, and several
other states are currently considering legalizing, casino gaming in specific
geographic areas within those states. Management believes that the legalization
of large-scale, land-based, unlimited-stakes casino gaming in or near any major
metropolitan area such as Chicago, New Orleans, Denver or, in particular, Los
Angeles, could have a material adverse effect on the Hotel & Casino. Currently,
large-scale, land-based, unlimited-stakes casino gaming is not permitted in any
of these cities, except New Orleans which has authorized the establishment of
one casino which opened on a temporary basis in 1995 and closed shortly
thereafter due to lack of visitor volume and other concerns. The legalization or
expansion of casino gaming in other states from which the Hotel & Casino draws
customers may also adversely affect the business of the property.

                                        9
Riviera Gaming Management

          Riviera Gaming Management Inc. ("RGM", a wholly owned subsidiary) was
incorporated in August 1995 in the State of Nevada for the purpose of obtaining
management contracts in Nevada and other jurisdictions. Management has been
recognized as a group of professionals who succeeded in bringing the Hotel and
Casino out of bankruptcy and positioning the property for the new and expanded
competition in Las Vegas. Management believes there will be an increasing demand
for their services including assisting new venue licensee applicants in
designing and planning their gaming operations, managing the start-up of new
gaming operations and managing troubled properties. These services would include
casino design, equipment selection, employee recruitment and training, control
and accounting systems, and marketing programs. RGM's compensation arrangements
will be flexible and may include per diem rates, contract sums, profit
participation and equity considerations. The Company's amended bond indenture
permits the Company to invest a limited amount of capital in situations where
RGM will have a management contract.

          On January 31, 1996 RGM, along with its directors and officers were
found suitable to hold a gaming license in the State of Mississippi. This
licensing was a preliminary step in RGM's contractual arrangement with the ad
hoc bondholders committee for Treasure Bay-Biloxi. RGM is negotiating a
management contract with the committee to operate the casino (with an option to
acquire equity) pending approval of the bankruptcy court. There are other
competing plans and there is no certainty that the bondholders plan will be
approved by the court.

          RGM is negotiating a consulting / management agreement with the
bondholders of Elsinore Corporation which operates the Four Queens Hotel and
Casino in Las Vegas, Nevada. RGM has a consulting agreement with the primary
mortgage holder of the Maxim Hotel and Casino in Las Vegas. These opportunities
to assist in the turnaround of severely troubled properties results from
management's reputation in the area of crisis management and the performance of
its flagship property, the Hotel & Casino on the Strip in Las Vegas, Nevada. The
Company believes that if it has an attractive investment opportunity, which
exceeds its financial capacity it will be able to raise the capital from
independent sources.

Employees and Labor Relations

          As of December 31, 1995, the Hotel & Casino employed approximately
2,100 persons and had collective bargaining contracts with seven unions covering
approximately 1,300 of such employees including food and beverage employees,
rooms department employees, carpenters, engineers, stage hands, musicians,
electricians, painters and teamsters. The Company's agreements with the Southern
Nevada Culinary and Bartenders Unions, Musicians Union and Stage hands Union,
which cover the majority of the Company's unionized employees, were renegotiated
in 1994 and expire April 1, 1997. Settlements were also reached with the
Operating Engineers. The Teamsters, Carpenters, Painters, and Electricians
unions' collective bargaining agreements which expired in 1995 were renewed.
Although unions have been active in Las Vegas, management considers its employee
relations to be satisfactory. In 1994 the Company four-walled (rented the
showroom to the producer for a fee/share of revenues or profits) the Splash show
and switched from Maitre d' service open seating to advance sale reserved
seating. These changes were negotiated with the Culinary, Stage hands and
Musicians Unions.

                                       10
Regulation and Licensing

          The ownership and operation of casino gaming facilities in Nevada are
subject to: (i) The Nevada Gaming Control Act and the regulations promulgated
thereunder (collectively, "Nevada Act"); and (ii) various local ordinances and
regulations. The Company's gaming operations are subject to the licensing and
regulatory control of the Nevada Gaming Commission ("Nevada Commission"), the
Nevada State Gaming Control Board ("Nevada Board"), and the Clark County Liquor
and Gaming Licensing Board (the "Clark County Board"). The Nevada Commission,
the Nevada Board and the Clark County Board are collectively referred to as the
"Nevada Gaming Authorities."

          The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy which are concerned
with, among other things: (i) the prevention of unsavory or unsuitable persons
from having a direct or indirect involvement with gaming at any time and in any
capacity; (ii) the establishment and maintenance of responsible accounting
practices and procedures; (iii) the maintenance of effective controls over the
financial practices of licensees, including the establishment of minimum
procedures for internal fiscal affairs and the safeguarding of assets and
revenues, providing reliable record keeping and requiring the filing of periodic
reports with the Nevada Gaming Authorities; (iv) the prevention of cheating and
fraudulent practices; and (v) providing a source of state and local revenues
through taxation and licensing fees. Change in such laws, regulations and
procedures could have an adverse effect on the Company's gaming operations.

          ROC is required to be licensed by the Nevada Gaming Authorities. The
gaming license held by ROC requires the periodic payment of fees and taxes and
is not transferable. ROC is also licensed as a manufacturer and distributor of
gaming devices. Such licenses also require the periodic payment of fees and are
not transferable. The Company is registered by the Nevada Commission as a
publicly traded corporation (a "Registered Corporation") and has been found
suitable to own the stock of ROC which is a corporate gaming licensee under the
terms of the Nevada Act. As a Registered Corporation, the Company is required
periodically to submit detailed financial and operating reports to the Nevada
Commission and furnish any other information which the Nevada Commission may
require. No person may become a stockholder of, or receive any percentage of
profits from ROC without first obtaining licenses and approvals from the Nevada
Gaming Authorities. The Company and ROC have obtained from the Nevada Gaming
Authorities the various registrations, approvals, permits and licenses required
in order to engage in gaming activities and manufacturing and distribution
activities in Nevada.

          All gaming devices that are manufactured, sold or distributed for use
or play in Nevada, or for distribution outside of Nevada, must be manufactured
by licensed manufacturers, distributed or sold by licensed distributors and
approved by the Nevada Commission. The approval process includes rigorous
testing by the Nevada Board, a field trial and a determination as to whether the
gaming device meets strict technical standards that are set forth in the
regulations of the Nevada Gaming Authorities. Associated equipment must be
administratively approved by the Chairman of the Nevada Board before it is
distributed for use in Nevada.

          The Nevada Gaming Authorities may investigate any individual who has a
material relationship to, or material involvement with, the Company or ROC in
order to determine whether such individual is suitable or should be licensed as
a business associate of a gaming licensee. Officers, directors and certain key
employees of ROC must file applications with the Nevada Gaming Authorities

                                       11
and may be required to be licensed or found suitable by the Nevada Gaming
Authorities. Officers, directors and key employees of the Company who are
actively and directly involved in the gaming activities of ROC may be required
to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada
Gaming Authorities may deny an application for licensing for any cause which
they deem reasonable. A finding of suitability is comparable to licensing, and
both require submission of detailed personal and financial information followed
by a thorough investigation. The applicant for licensing or a finding of
suitability must pay all the costs of the investigation. Changes in licensed
positions must be reported to the Nevada Gaming Authorities and in addition to
their authority to deny an application for a finding of suitability or
licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a
change in a corporate position.

          If the Nevada Gaming Authorities were to find an officer, director or
key employee unsuitable for licensing or unsuitable to continue having a
relationship with the Company or ROC, the companies involved would have to sever
all relationships with such person. In addition, the Nevada Commission may
require the Company or ROC to terminate the employment of any person who refuses
to file appropriate applications. Determinations of suitability or of questions
pertaining to licensing are not subject to judicial review in Nevada.

          The Company and ROC are required to submit detailed financial and
operating reports to the Nevada Commission. Substantially all material loans,
leases, sales of securities and similar financing transactions by ROC must be
reported to or approved by the Nevada Commission.

          If it were determined that the Nevada Act was violated by ROC, the
gaming licenses it holds could be limited, conditioned, suspended or revoked,
subject to compliance with certain statutory and regulatory procedures. In
addition, the Company, ROC and the persons involved could be subject to
substantial fines for each separate violation of the Nevada Act at the
discretion of the Nevada Commission. Further, a supervisor could be appointed by
the Nevada Commission to operate the casino and, under certain circumstances,
earnings generated during the supervisor's appointment (except for reasonable
rental value of the casino) could be forfeited to the State of Nevada.
Limitation, conditioning or suspension of the gaming licenses of ROC or the
appointment of a supervisor could (and revocation of any gaming license would)
materially adversely affect the Company's gaming operations.

          Any beneficial holder of the Company's voting securities, regardless
of the number of shares owned, may be required to file an application, be
investigated, and have his suitability as a beneficial holder of the Company's
voting securities determined if the Nevada Commission has reason to believe that
such ownership would otherwise be inconsistent with the declared policies of the
state of Nevada. The applicant must pay all costs of investigation incurred by
the Nevada Gaming Authorities in conducting any such investigation.

          The Nevada Act requires any person who acquires more than 5% of a
Registered Corporation's voting securities to report the acquisition to the
Nevada Commission. The Nevada Act requires that beneficial owners of more than
10% of a Registered Corporation's voting securities apply to the Nevada
Commission for a finding of suitability within thirty days after the Chairman of
the Nevada Board mails the written notice requiring such filing. Under certain
circumstances, an "institutional investor," as defined in the Nevada Act, which
acquires more than 10%, but not more than 15%, of a Registered Corporation's
voting securities may apply to the Nevada Commission for a waiver of such

                                       12
finding of suitability if such institutional investor holds the voting
securities for investment purposes only. An institutional investor shall not be
deemed to hold voting securities for investment purposes unless the voting
securities were acquired and are held in the ordinary course of business as an
institutional investor and not for the purpose of causing, directly or
indirectly, the election of a majority of the members of the board of directors
of the Registered Corporation, any change in the Registered Corporation's
corporate charter, bylaws, management, policies or operations of the Registered
Corporation, or any of its gaming affiliates, or any other action which the
Nevada Commission finds to be inconsistent with holding the Registered
Corporation's voting securities for investment purposes only. Activities which
are not deemed to be inconsistent with holding voting securities for investment
purposes only include: (i) voting on all matters voted on by stockholders; (ii)
making financial and other inquiries of management of the type normally made by
securities analysts for informational purposes and not to cause a change in its
management, policies or operations; and (iii) such other activities as the
Nevada Commission may determine to be consistent with such investment intent. If
the beneficial holder of voting securities who must be found suitable is a
corporation, partnership or trust, it must submit detailed business and
financial information including a list of beneficial owners. The applicant is
required to pay all costs of investigation.

          Any person who fails or refuses to apply for a finding of suitability
or a license within thirty days after being ordered to do so by the Nevada
Commission or the Chairman of the Nevada Board, may be found unsuitable. The
same restrictions apply to a record owner if the record owner, after request,
fails to identify the beneficial owner. Any stockholder found unsuitable and who
holds, directly or indirectly, any beneficial ownership of the common stock
beyond such period of time as may be prescribed by the Nevada Commission may be
guilty of a criminal offense. The Company is subject to disciplinary action if,
after it receives notice that a person is unsuitable to be a stockholder or to
have any other relationship with the Company or ROC, the Company (i) pays that
person any dividend or interest upon voting securities of the Company, (ii)
allows that person to exercise, directly or indirectly, any voting right
conferred through securities held by that person, (iii) pays remuneration in any
form to that person for services rendered or otherwise, or (iv) fails to pursue
all lawful efforts to require such unsuitable person to relinquish his voting
securities including, necessary, the immediate purchase of said voting
securities for cash at fair market value. Additionally, the Clark County Board
has the authority to approve all persons owning or controlling the stock of any
corporation controlling a gaming licensee.

          The Nevada Commission may, in its discretion, require the holder of
any debt security of a Registered Corporation, to file applications, be
investigated and be found suitable to own the debt security of a Registered
Corporation if it has reason to believe that such ownership would be
inconsistent with the declared policies of the State of Nevada. If the Nevada
Commission determines that a person is unsuitable to own such security, then
pursuant to the Nevada Act, the Registered Corporation can be sanctioned,
including the loss of its approvals, if without the prior approval of the Nevada
Commission, it: (i) pays to the unsuitable person any dividend, interest, or any
distribution whatsoever; (ii) recognizes any voting right by such unsuitable
person in connection with such securities; (iii) pays the unsuitable person
remuneration in any form; or (iv) makes any payment to the unsuitable person by
way of principal, redemption, conversion, exchange, liquidation, or similar
transaction.

          The Company is required to maintain a current stock ledger in Nevada
which may be examined by the Nevada Gaming Authorities at any time. If any
securities are held in trust by an agent or by a nominee, the record holder may
be required to disclose the identity of the beneficial owner to the

                                       13
Nevada Gaming Authorities. A failure to make such disclosure may be grounds for
finding the record holder unsuitable. The Company is also required to render
maximum assistance in determining the identity of the beneficial owner. The
Nevada Commission has the power to require the Company's stock certificates to
bear a legend indicating that the securities are subject to the Nevada Act.
However, to date, the Nevada Commission has not imposed such a requirement on
the Company.

          The Company may not make a public offering of its securities without
the prior approval of the Nevada Commission if the securities or proceeds
therefrom are intended to be used to construct, acquire or finance gaming
facilities in Nevada, or to retire or extend obligations incurred for such
purposes. Approval of a public offering does not constitute a finding,
recommendation or approval by the Nevada Commission or the Nevada Board as to
the accuracy or adequacy of the prospectus or the investment merits of the
securities offered. Any representation to the contrary is unlawful.

          Changes in control of the Company through merger, consolidation, stock
or asset acquisitions, management or consulting agreements, or any act or
conduct by a person whereby he obtains control, may not occur without the prior
approval of the Nevada Commission. Entities seeking to acquire control of a
Registered Corporation must satisfy the Nevada Board and Nevada Commission in a
variety of stringent standards prior to assuming control of such Registered
Corporation. The Nevada Commission may also require controlling stockholders,
officers, directors and other persons having a material relationship or
involvement with the entity proposing to acquire control, to be investigated and
licensed as part of the approval process relating to the transaction.

          The Nevada legislature has declared that some corporate acquisitions
opposed by management, repurchases of voting securities and corporate defense
tactics affecting Nevada corporate gaming Licensees, and Registered Corporations
that are affiliated with those operations, may be injurious to stable and
productive corporate gaming. The Nevada Commission has established a regulatory
scheme to ameliorate the potentially adverse effects of these business practices
upon Nevada's gaming industry and to further Nevada's policy to: (i) assure the
financial stability of corporate gaming Licensees and their affiliates; (ii)
preserve the beneficial aspects of conducting business in the corporate form;
and (iii) promote a neutral environment for the orderly governance of corporate
affairs. Approvals are, in certain circumstances, required from the Nevada
Commission before the Registered Corporation can make exceptional repurchases of
voting securities above the current market price thereof and before a corporate
acquisition opposed by management can be consummated. The Nevada Act also
requires prior approval of a plan of recapitalization proposed by the Registered
Corporation's Board of Directors in response to a tender offer made directly to
the Registered Corporation's stockholders for the purposes of acquiring control
of the Registered Corporation.

          License fees and taxes, computed in various ways depending on the type
of gaming or activity involved, are payable to the State of Nevada and to the
Clark County in which the ROC's operations are conducted. Depending upon the
particular fee or tax involved, these fees and taxes are payable either monthly,
quarterly or annually and are based upon either: (i) a percentage of the gross
revenues received; (ii) the number of gaming devices operated; or (iii) the
number of table games operated. A casino entertainment tax is also paid by
casino operations where entertainment is furnished in connection with the
selling of food, refreshments or merchandise. Nevada Licensees that hold a
license to manufacture and distribute slot machines and gaming devices, such as
ROC, also pay certain fees and taxes to the state of Nevada.

                                       14
Any person who is licensed, required to be licensed, registered,
required to be registered, or is under common control with such persons
(collectively, "Licensees"), and who proposes to become involved in a gaming
venture outside of Nevada, is required to deposit with the Nevada Board, and
thereafter maintain, a revolving fund in the amount of $10,000 to pay the
expenses of investigation by the Nevada Board of their participation in such
foreign gaming. The revolving fund is subject to increase or decrease in the
discretion of the Nevada Commission. Thereafter, Licensees are required to
comply with certain reporting requirements imposed by the Nevada Act. Licensees
are also subject to disciplinary action by the Nevada Commission if they
knowingly violate any laws of the foreign jurisdiction pertaining to the foreign
gaming operation, fail to conduct the foreign gaming operation in accordance
with the standards of honesty and integrity required of Nevada gaming
operations, engage in activities that are harmful to the state of Nevada or its
ability to collect gaming taxes and fees, or employ a person in the foreign
operation who has been denied a license or finding of suitability in Nevada on
the ground of personal unsuitability.

Alcoholic Beverages

          The sale of alcoholic beverages at the Hotel & Casino is subject to
licensing, control and regulation by the Clark County Board. All licenses are
revocable and are not transferable. The Clark County Board has full power to
limit, condition, suspend or revoke any such license, and any such disciplinary
action could (and revocation would) have a material adverse affect upon the
operations of ROC.

Federal Registration

          ROC is required to annually file with the Attorney General of the
United States in connection with the sales, distribution, or operations of slot
machines. All requisite filings for the present year have been made.

Item 2.   Properties

          The Hotel & Casino complex is located on the Las Vegas Strip, occupies
approximately 26 acres and comprises approximately 1,700,000 square feet,
including 105,000 square feet of casino space, 100,000 square feet of exhibit,
meeting and banquet facilities for convention use, approximately 2,100 hotel
rooms (including approximately 180 luxury suites) in five towers, six
restaurants, four showrooms, a lounge and approximately 2,900 parking spaces. In
addition, executive and other offices for the Hotel & Casino are located on the
property.

          There are 44 food and retail concessions operated under individual
leases with third parties. The leases are for periods from one year to ten years
and expire over the next six years.

          The entire Hotel & Casino complex is encumbered by a first deed of
trust securing the First Mortgage Notes. See "Item 7-Management's Discussion and
Analysis of Financial Condition and Results of Operations-Liquidity and Capital
Resources".

                                       15
Item 3.   Legal Proceedings

          The Company is a party to several routine lawsuits both as plaintiff
and as defendant arising from the normal operations of a hotel. Management does
not believe that the outcome of such litigation, in the aggregate, will have a
material adverse effect on the financial position or results of operations of
the Company.

          The Company, along with most of the other major hotel-casino companies
has been named in a class action lawsuit that has been transferred to the United
States District Court, for the State of Nevada. The complaint alleges that the
defendants have engaged in a course of fraudulent and misleading conduct
intended to induce persons to play such games based on a false belief concerning
how the gaming machines operate, as well as the extent to which there is an
opportunity to win. Management believes that the claims are wholly without merit
and does not expect that the lawsuit will have a material adverse effect on the
Company's financial position or results of operations.

Item 4.   Submission of Matters to a Vote of Security Holders

          On November 16, 1995, at a special meeting, the Shareholders of the
Company voted to increase the total number of authorized shares from 5,000,000
to 20,000,000 with 1,088,580 shares voting for the proposed and 1,200 shares
voting against.

Item 5.   Market for the Registrant's Common Stock and Related Security
          Holder Matters

          There is no established public trading market for the Company's Common
Stock. As of March 6, 1996, there were approximately 240 beneficial holders of
the Company's Common Stock.

          The Company has never paid any dividends on its Common Stock and does
not currently expect to pay any dividends (cash or otherwise) on its Common
Stock for the foreseeable future. The Company's ability to pay dividends is
primarily dependent upon receipt of dividends and distributions from ROC. In
addition, the indenture for the First Mortgage Notes restricts the Company's
ability to pay dividends on its Common Stock.

          The table below sets forth the bid and ask sales prices by quarter for
the year ended December 31, 1994 and 1995, based on information provided by
certain brokers who have had transactions in the Company's Common Stock during
the year:

                      FIRST        SECOND        THIRD        FOURTH
         1995        QUARTER      QUARTER       QUARTER       QUARTER
         ----        -------      -------       -------       -------

         BID        $   3.00     $   3.50      $   8.25      $  7.00
         ASK           4.625        9.125         11.50        10.00

                                       16
1994

         BID            N/A          2.00          2.75        2.625
         ASK            N/A          2.25          3.00         3.00

On March 6, 1996, (the most recent trade of the Company's common stock) 27,000
shares were traded at $8.75 per share.

Item 6.   Selected Financial Data

          The following table sets forth a summary of selected financial data
for the Company and its predecessor for the years ended December 31:
Six Months Ended
                                                    -------------------------
                                                        June 30,  December 31   Combined
                           1991          1992           1993         1993         1993         1994         1995
                           ----          ----           ----         ----         ----         ----         ----
                                                   (Predecessor)  (Successor)
                                                     (Dollars in Thousands*)
Total Operating
Revenue                  $152,378      $144,171       $72,702      $76,220     $148,922     $153,921     $150,747
Net Income (Loss)         (40,812)      (80,905)        5,629        2,607        8,236        4,790        6,344
Net Income (Loss)
Per Common Share              N/A           N/A           N/A         $.54          N/A        $1.00        $1.26
Total Assets              227,611       145,631       150,836      143,704      143,704      151,925      157,931
Long-Term Debt            210,933       210,789       119,959      115,475      115,475      113,155      110,571
*except for Net Income (Loss) Per Common Share
Item 7.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

Results of Operations

          On June 30, 1993, the Company and ROC acquired all the assets and
assumed all the liabilities of the Hotel & Casino from Riviera, Inc. ROC assumed
responsibility for operations commencing on July 1, 1993.

                                       17
During 1994 and 1995, management promoted the Hotel & Casino to appeal
to the mid- level gaming customer, placing particular emphasis on the slot
customer. This entailed a re-examination of the marketing program and a
reduction of exposure to volatile segments of the gaming business such as
baccarat and race and sports betting. As a result, high cost entertainment and
promotional packages were curtailed. The Hotel & Casino nevertheless remains
subject to intense competitive pressures in its key markets. The following table
sets forth certain operating information for the Hotel & Casino for the periods
indicated:
Six Months Ended
                                   -----------------------------
                                    June 30,        December 31,       Combined
                                      1993              1993             1993             1994           1995
                                      ----              ----             ----             ----           ----
                                 (Predecessor)      (Successor)
                                                                (Dollars in Thousands)
Revenues:
  Casino                            $38,073           $41,158          $79,231          $82,060        $77,337
  Rooms                              17,614            17,808           35,422           35,422         39,450
  Food and Beverage                  11,656            11,760           23,416           22,961         21,895
  Entertainment                       8,059             8,421           16,480           16,945         14,423
  Other                               4,116             4,230            8,346            9,390          9,515
                                    -------           -------          -------          -------        -------

Total Revenues                       79,518            83,377          162,895          166,778        162,620
Less promotional
  allowances                          6,816             7,157           13,973           12,857         11,873
                                    -------           -------          -------          -------        -------
     Net revenues                    72,702            76,220          148,922           153,921       150,747
                                    -------           -------          -------          -------        -------

Costs and Expenses:
  Casino                             24,561            25,532           50,093           48,826         45,325
  Rooms                               8,339             8,456           16,795           17,594         18,787
  Food and Beverage                   7,427             7,796           15,223           15,588         15,768
  Entertainment                       7,051             7,897           14,948           13,982         10,329
  Other                               1,737             1,839            3,576            3,516          3,527
  Selling, general and
     administrative                  12,353            13,427           25,780           27,831         28,742
  Provision for bad
    debts                               354               107              461              991            478
                                    -------           -------          -------          -------        -------
Total Costs and
  Expenses                           61,822            65,054          126,876          128,328        122,956
                                    -------           -------          -------          -------        -------
                     EBITDA(1)      $10,880           $11,166          $22,046          $25,593        $27,791
                                    =======           =======          =======          =======        =======
                 Net Income          $5,629            $2,607           $8,236           $4,790         $6,344
                                    =======           =======          =======          =======        =======
- --------
(1)   "EBITDA" consists of earnings before interest, taxes, depreciation and
      amortization. EBITDA should not be construed as an alternative to
      operating income (as determined in accordance with generally accepted
      accounting principles) as an indicator of the Company's operating
      performance, or to cash flows from operating activities (as determined in
      accordance with generally accepted accounting principles) as a measure of
      liquidity. Management believes that EBITDA gives an indication of the cash
      generating capacity of the Hotel & Casino and is useful as a comparison
      with other industry participants.
18
Comparison of Year Ended December 31, 1995 Versus 1994

Revenues

          Net revenues for the Hotel & Casino decreased $3,174,000 (2%) to
$150,747,000 in 1995. Although slot machine revenues increased $1,298,000 (3%)
in 1995, table games revenue decreased $5,906,000 (23%) from $25,824,000 in 1994
to $19,918,000 in 1995. Historical drop(1) decreased $23 million from $141
million in 1994 to $118 million in 1995. Credit drop(2) decreased $9 million
during 1995. Baccarat drop decreased $4.6 million due to more stringent credit
policies because of the devaluation of the Mexican Peso. The decrease in
baccarat drop represents 38% of the total decrease in pit drop and was the
primary reason for the reduced credit drop. The win percentage(3) on table games
decreased from 18.3% in 1994 to 16.9% in 1995. The lower historical drop
represents a decrease in win of $4,252,000 and the decrease in hold percentage
of 1.4% represents a decrease in win of $1,654,000. The fluctuation in win
percentage is attributable to the normal fluctuations in table games and the
reduced historical drop was due to less high roller credit play and the decrease
in non-profitable programs such as the Gambler's Spree. Hotel room occupancy
remained at 97% in 1995 and the average daily room rate increased $5.60,
resulting in an increase in revenues of $4,028,000 (11%) to $39,450,000. The
higher room rates were achieved by across the board increases. This was
facilitated by increasing the number of rooms made available for vacationers and
convention guests and reducing the rooms available for casino guests. Food and
beverage revenues decreased $1,066,000 (5%) due to reduced complimentary
revenues (promotional allowances). Entertainment revenues decreased $2,522,000
(15%) as a result of the Splash production show being closed during the first
half of 1995. The new show, Splash II, opened June 23, 1995 after the stage and
seating areas were remodeled.

Costs and Expenses

          Total costs and expenses decreased $5,372,000 (4%) compared to 1994.
Casino expenses decreased $3,501,000 (7%) due to more stringent customer rating
criteria for complementaries, airfares and commissions and a reduction in direct
costs in correlation with the lower casino drop. Rooms expenses increased
$1,193,000 (7%) due to union increases and higher credit card and travel agent
commissions associated with the increased revenues. Entertainment expenses
decreased $3,653,000 due primarily to the closure of the Splash production show
during the first six months of 1995. Selling, General and Administrative
expenses increased $911,000 (3%) due, in part, to employee profit sharing and
incentive plans which are based upon profits. The provision for bad debts
decreased $513,000 (52%) as a result of the more stringent credit policies
associated with the devaluation of the Mexican Peso in 1994.

- ----------
(Footnotes)

(1)  "Historical Drop" as defined by the regulations of the Nevada Gaming
     Commission and Gaming Board (which is an approximate measure of cash and
     credit instruments exchanged into chips for use at the Hotel & Casino's
     table games, less credit instruments repaid at the gaming tables).

(2)  "Credit Drop" includes all credit instruments issued at the gaming tables
     in exchange for chips, less credit instruments repaid at the gaming tables.
     See "Item 1-Business-Credit" for additional information.

(3)  "Win Percentage" is calculated by dividing table games revenue by
     Historical Drop.

                                       19
EBITDA

          Earnings before interest, taxes, depreciation and amortization
(EBITDA) increased $2,198,000 (9%) from $25,593,000 in 1994 to $27,791,000 in
1995. The increase resulted primarily from higher rooms and slot department
revenues and margins.

Net Income

          The Company reported an increase of $1,554,000 (32%) in net income
from $4,790,000 in 1994 to $6,344,000 in 1995. Depreciation and amortization
increased $1,137,000 as the result of $7,836,000 in capital improvements.
Interest expense decreased $310,000 in 1995 as compared to 1994 as debt was
reduced by $3,371,000 in 1994 and $3,159,000 in 1995.

Comparison of Twelve Months Ended December 31, 1994, Versus Twelve Months Ended
December 31, 1993 (First Six Months of 1993 [Predecessor] and Six Months Ended
December 31, 1993 [Successor])

Revenues

          Net revenues for the Hotel & Casino increased $5,086,000 (3%) to
$154,431,000 in fiscal 1994 compared to 1993. Slot revenues increased $4,082,000
in 1994 as compared to the previous year. Although slot coin-in (handle)
increased 7%, the win percentage for slot machines decreased from 6.5% in 1993
to 6.1% in 1994. Management "loosened" the slots to meet the competition from
the new mega- resorts and to support the future expansion of slot operations.
Table games revenue decreased $825,000 from $26,648,000 in 1993 to $25,823,000
in 1994. Historical drop decreased from $161,482,000 in 1993 to $141,046,000 in
1994, including credit drop, which decreased $7,279,000 during 1994. The win
percentage on table games increased from 16.5% in 1993 to 18.3% in 1994. The
lower historical drop represents a decrease in win of $3,372,000 which was
partially offset by the increase in win percentage which represents win of
$2,547,000. The fluctuation in win percentage is attributable to the normal
fluctuations in table games and the reduced historical drop was due to reduced
promotional expenditures for craps and blackjack customers. Other casino
revenues decreased $428,000 (9%) due to competition from the mega-resorts for
racebook and keno customers. Management has instituted a racebook discount club
and keno promotions to meet the competition. Hotel room occupancy increased from
94% in 1993 to 97% in 1994, however the average daily room rate decreased $1.88,
resulting in revenues of $35,422,000 in 1993 and 1994. During 1994, management
shifted the emphasis of rooms marketing programs from conventions to slot
customers and tour and travel guests to increase the gaming profile of the
customer mix. Food and Beverage revenues decreased $455,000 (2%) due to reduced
complimentary revenues (promotional allowances). Entertainment revenues
increased $465,000 (3%) as a result of ticket price increases for Splash, La
Cage, Crazy Girls and Riviera Comedy Club (formerly Improv) which averaged
$2.30. Show counts were down approximately 70,000 (8%) due to the increased
prices and the temporary closure of Splash on November 26, 1994. Other revenues
increased $1,131,000 (13%) primarily from increased fees from the box office
which began selling shows for other hotels and tours in September 1993 and from
renegotiated leases and concession contracts. Promotional allowances

                                       20
decreased $1,116,000 (8%) in 1994 as a result of the Company's more stringent
complimentary policies which were implemented in late 1993.

Costs and Expenses

         Total costs and expenses increased $1,452,000 (1%) compared to 1993.
Payroll in the rooms, food and beverage departments increased $766,000 (3%) as
the result of union increases. Employee profit sharing and incentive plans which
are based upon the Company's profitability increased during 1994. Casino
expenses decreased $1,267,000 due to more stringent customer rating criteria for
complementaries, airfares and commissions. The lower casino marketing expenses
were partially offset by increases in the provision for bad debts relating to
the devaluation of the Mexican Peso in December 1994. Entertainment expenses
decreased $966,000 due primarily to the four wall contract negotiated with the
producers of Splash. Under the four wall agreement, the producers manage and
produce the show, paying a fee/share of revenues to the Company.

EBITDA

         Earnings before interest, taxes, depreciation and amortization
(EBITDA), increased from $22,046,000 in 1993 to $25,593,000 in 1994. The
increase resulted primarily from higher casino revenues, and reduced promotional
expenses. These improvements were partially offset by union increases to
employees and incentive compensation to management personnel under previously
established plans based on the Company's performance.

Net Income

         The Company reported a net profit of $4,790,000 in 1994, as compared to
$8,236,000 in 1993. Depreciation and amortization increased $654,000 as the
result of $8,933,000 in capital improvements. Interest expense increased
$3,550,000 in 1994 as compared to 1993 primarily because the accrual of interest
on certain bonds issued by the Company's predecessor had been stayed until the
Effective Date (June 30, 1993). Federal income tax expense increased $2,875,000
in the twelve months ended December 31, 1994, including $2,010,000 of deferred
taxes. The Company's predecessor had operating loss carry forwards and was an S
Corporation, therefore, no Federal income taxes were accrued in the six months
ended June 30, 1993. No provision for income tax was required during the six
months ended December 31, 1993, due to the realization of a deferred tax asset.

Liquidity and Capital Resources

Cash Flow and Working Capital

         The Company's policy is to use EBITDA to fund the capital expenditures
required to keep the hotel and casino in a competitive condition compared to
similar properties on the Las Vegas Strip. In order to keep debt service as low
as possible, the Company has not financed significant equipment purchases.

                                       21
In 1995, EBITDA was $27,791,000 compared with $25,593,000 in 1994, an
increase of $2,198,000 or 9%. Cash and cash equivalents increased from
$16,425,000 at December 31, 1994 to $21,962,000 at December 31, 1995.

Capital Expenditures

          During the reorganization proceedings of Riviera, Inc., certain
expenditures were deferred. Management considers it important to the competitive
position of the Hotel & Casino that expenditures be made to upgrade the property
and to improve fire and safety systems. Capital expenditures for 1992 through
1995 totaled $2,477,000, $5,786,000, $8,933,000 and $7,836,000 respectively.
Management has budgeted approximately $10,000,000 for 1996, which the Company
expects to finance from cash flow. However, if cash flow does not meet
projections, management would defer capital expenditures or finance any
mandatory capital expenditures as allowed under the October 1995 amendments to
the bond indenture.

Long-Term Debt

The following table sets forth the scheduled cash payments required to be made
by the Company with respect to principal and interest on the First Mortgage
Notes, the Class Notes (the notes issued to creditors of various classes in the
bankruptcy reorganization) and other debts for each year through the maturity
dates of the First Mortgage Notes and the Class Notes.
Pre-Funded *
                                                                                  Slot
                    Total                                                       Annuities
                  Principal                                                    Included In
     Year        and Interest          Principal             Interest           Principal
                                                                                Payments
     -----      --------------       --------------        -------------     ---------------
1996          14,383,000            2,322,000           12,061,000          318,000
      1997          13,867,000            2,055,000           11,812,000          318,000
      1998          13,499,000            1,880,000           11,619,000          217,000
      1999          13,269,000            1,844,000           11,425,000          117,000
      2000          13,107,000            1,898,000           11,209,000           68,000
      2001          11,591,000              572,000           11,019,000
      2002         111,000,000          100,000,000           11,000,000
                   -----------          -----------           ----------        ---------
                   190,716,000          110,571,000           80,145,000        1,038,000
                   ===========          ===========           ==========        =========
*  Periodic payments to winners of slot tournaments and progressive jackpots
   which are collateralized by restricted cash accounts as required by the
   Nevada Gaming Authorities.
22
Cash flow from operations is not expected to be sufficient to pay the
principal of the First Mortgage Notes at maturity in 2002. Accordingly, the
ability of the Company to repay the First Mortgage Notes at maturity will be
dependent upon its ability to refinance the First Mortgage Notes. There can be
no assurance that the Company will be able to refinance the principal amount of
the First Mortgage Notes.

          The First Mortgage Notes may not be redeemed, except as set forth
below, prior to June 1, 1998, and thereafter may be redeemed at the option of
the Company at the following prices (expressed as a percentage of principal
amount). If redeemed during the 12-month period beginning June 1,

               Year                               Percentage

               1998                               104.3125%
               1999                               102.8750%
               2000                               101.4375%
               2001 and thereafter                100.0000%

          The First Mortgage Notes provide for mandatory redemption by the
Company upon the Order of the Nevada Gaming Authorities. See "Item
1-Business-Regulation and Licensing." The First Mortgage Notes also provide
that, in certain circumstances, the Company must offer to repurchase the First
Mortgage Notes upon the occurrence of a change of control or certain other
events. In the event of such mandatory redemption or repurchase prior to
maturity, the Company would be unable to pay the principal amount of the First
Mortgage Notes without a refinancing.

Recently Issued Accounting Standards

          In March 1995, the FASB issued Statement No. 121 Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.
SFAS 121 requires that long-lived assets and certain identifiable intangibles be
reviewed for impairment whenever events or changes in circumstances indicated
that the carrying amount of an asset may not be recoverable. SFAS 121 is
effective for fiscal years beginning after December 15, 1995. Based on
management's preliminary analysis, the Company does not anticipate that the
adoption of Statement No. 121 will have a material impact on the consolidated
financial statements.

          In October 1995, the FASB issued SFAS 123 Accounting for Stock-Based
Compensation which establishes financial accounting and reporting standards for
stock-based employee compensation plans and for transactions in which an entity
issues its equity instruments to acquire goods or services from non-employees.
SFAS 123 is generally effective for fiscal years beginning after December 15,
1995. The Company intends to provide the pro forma and other additional
disclosures about stock-based employee compensation plans in its 1996
consolidated financial statements as required by SFAS 123.

Item 8.   Financial Statements and Supplementary Data

          See financial statements included in Item 14(a).

                                       23
Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

          None.

Item 10.  Directors and Executive Officers of the Registrant

          Information regarding this item is incorporated by reference to the
          Company's Proxy Statement dated April 12, 1996, relating to the
          Annual Meeting of Stockholders to be held on May 10, 1996, and is
          made a part hereof.

Item 11.  Executive Compensation

          Information regarding this item is incorporated by reference to the
          Company's Proxy Statement dated April 12, 1996, relating to the
          Annual Meeting of Stockholders to be held on May 10, 1996, and is
          made a part hereof.

Item 12.  Principal Shareholders

          Information regarding this item is incorporated by reference to the
          Company's Proxy Statement dated April 12, 1996, relating to the
          Annual Meeting of Stockholders to be held on May 10, 1996, and is
          made a part hereof.

Item 13.  Certain Relationships and Related Transactions

          Information regarding this item is incorporated by reference to the
          Company's Proxy Statement dated April 12, 1996, relating to the
          Annual Meeting of Stockholders to be held on May 10, 1996, and is
          made a part hereof.

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

          (a)  1. and 2. Financial Statements and Schedules

          (b)  Reports on Form 8-K filed during the last quarter of 1993

          (c)  Exhibits required by Securities and Exchange Commission
               Regulation S-K

                                       24
Exhibit
Number    Description
- ------    -----------

3.1*      Amended and Restated Articles of Incorporation of the Registrant
          filed June 18, 1993 (see Exhibit 3.1 to Registration Statement
          Form S-1 filed with the Commission on August 11, 1993)

3.2*      Bylaws of the Registrant (see Exhibit 3.2 to Registration Statement
          Form S-1 filed with the Commission on August 11, 1993)

10.1*     Lease Agreement between Riviera, Inc. and Mardi Gras Food Court,
          Inc. dated April 1, 1990 (see Exhibit 10.1 to Form 10, Commission
          File No. 0-21430)

10.2*     Amendment to Lease Agreement between Riviera, Inc. and Mardi
          Gras Food Court, Inc. dated April 1, 1990 (see Exhibit 10.2 to
          Registration Statement Form S-1 filed with the Commission on
          August 11, 1993)

10.3*     Lease Agreement between Riviera, Inc. and Leroy's Horse and Sports
          Place (see Exhibit 10.3 to Form 10, Commission File No. 0-21430)

10.4*     Equipment Lease between Riviera, Inc. and G.E. Capital Corporation
          (successor in interest to RCA Service Company) (see Exhibit 10.4 to
          Form 10, Commission File No. 0-21430)

10.5*     Sales and Security Agreement for Slot Equipment between Riviera,
          Inc. and Bally Distributing of Nevada, Inc. and Order re: Motion to
          Approve Adequate Protection Payments (see Exhibit 10.5 to Form
          10, Commission File No. 0-21430)

10.6*     Documents Relating to Sale by Universal Distributing of Nevada, Inc.
          of Slot Equipment to Riviera, Inc. and Stipulation and Order re:
          Modification of Automatic Stay and Compromise of Claim (see
          Exhibit 10.6 to Form 10, Commission File No. 0-21430)

10.7*     Indemnity Agreement, dated June 30, 1993, from Riviera, Inc. and
          Meshulam Riklis in favor of the Registrant and Riviera Operating
          Corporation (see Exhibit 10.7 to Registration Statement Form S-1
          filed with the Commission on August 11, 1993)

10.8*     Indemnity Agreement, dated June 30, 1993, from the Registrant in
          favor of IBJ Schroder Bank & Trust Company (see Exhibit 10.8 to
          Registration Statement Form S-1 filed with the Commission on
          August 11, 1993)

                                       25
10.9*     Equity Registration Rights Agreement, dated June 30, 1993, among the
          Registrant and the Holders of Registrable Shares (see Exhibit 10.9 to
          Registration Statement Form S-1 filed with the Commission on August
          11, 1993)

10.10*    The Registrant's Class 4 Unsecured Promissory Note (see Exhibit
          10.10 to Registration Statement Form S-1 filed with the Commission on
          August 11, 1993)

10.11*    The Registrant's Class 5 (Sequoia "A") Unsecured Promissory Note
          (see Exhibit 10.11 to Registration Statement Form S-1 filed with the
          Commission on August 11, 1993)

10.12*    The Registrant's Class 5 (Sequoia "B") Unsecured Promissory Note
          (see Exhibit 10.12 to Registration Statement Form S-1 filed with the
          Commission on August 11, 1993)

10.13*    The Registrant's Class 12 Non-Negotiable Unsecured Promissory
          Note (see Exhibit 10.13 to Registration Statement Form S-1 filed with
          the Commission on August 11, 1993)

10.14*    The Registrant's Class 13/14 Unsecured Promissory Note (see Exhibit
          10.14 to Registration Statement Form S-1 filed with the Commission on
          August 11, 1993)

10.15*    Operating Agreement, dated June 30, 1993, between the Registrant and
          Riviera Operating Corporation (see Exhibit 10.15 to Registration
          Statement Form S-1 filed with the Commission on August 11, 1993).

10.16*    Adoption Agreement regarding Profit Sharing and 401(k) Plans of the
          Registrant (see Exhibit 10.16 to Registration Statement Form S-1 filed
          with the Commission on August 11, 1993)

10.17*    Howard Johnson & Company Regional Defined Contribution Plan, dated
          March 16, 1990 (adopted by the Registrant pursuant to the Adoption
          Agreement filed as Exhibit 10.17 to Registration Statement Form S-1
          filed with the Commission on August 11, 1993)

10.18*    Employment Agreement between Riviera, Inc. and William L.
          Westerman, dated January 6, 1993 (see Exhibit 10.18 to Form 10,
          Commission File No. 0-21430)

10.19*    Form of Agreement between the Registrant and Directors (see Exhibit
          10.19 to Form 10, Commission File No. 0-21430)

                                       26
10.20*    Form of Termination Fee Agreement (see Exhibit 10.20 to Form 10,
          Commission File No. 0-21430)

10.21*    Form of Employment Agreement between Riviera, Inc. and Albert
          Rapuano, dated January 6, 1993 (see Exhibit 10.21 to Form 10,
          Commission File No. 0-21430)

10.22*    Implementation Agreement between Riviera, Inc. and Albert
          Rapuano (see Exhibit 10.21 to Amendment No. 1 to Registration
          Statement Form S-1 filed with the Commission on August 19, 1993)

10.23*    Restricted Account Agreement, dated June 30, 1993, among Riviera
          Operating Corporation, IBJ Schroder Bank & Trust Company and Bank of
          America Nevada (see Exhibit 10.22 to Registration Statement Form S-1
          filed with the Commission on August 11, 1993)

10.24*    Disbursement Agreement, dated June 30, 1993, between the Registrant
          and IBJ Schroder Bank & Trust Company (see Exhibit 10.23 to
          Registration Statement Form S-1 filed with the Commission on August
          11, 1993)

10.25*    Tax Sharing Agreement between the Registrant and Riviera Operating
          Corporation dated June 30, 1993 (see Exhibit 10.24 to Amendment No. 1
          to Registration Statement Form S-1 filed with the Commission on August
          19, 1993)

10.26*    The Registrant's 1993 Stock Option Plan (see Exhibit 10.25 to
          Amendment No. 1 to Registration Statement Form S-1 filed with the
          Commission on August 19, 1993)

10.27     Form of Stay Bonus Agreement (See, Exhibit 10.27 to Form 10-Q filed
          with the Commission November 9, 1994.

10.28     Amendment dated February 19, 1995, to Lease Agreement between
          Riviera, Inc. and Mardi Gras Food Court, Inc. (See, Exhibits 10.1 and
          10.2)

10.29     Amendment dated September 30, 1994, to Employment Agreement
          between Riviera, Inc. and William L. Westerman. (See, Exhibit 10.18)

- ----------
(Footnote)

*   The exhibits thus designated are incorporated herein by reference as
    exhibits hereto. Following the description of such exhibits is a reference
    to the copy of the exhibit heretofore filed with the Commission, to which
    there have been no amendments or changes.

                                       27
(b) Financial Statement Schedules

          The following financial statement schedules are filed herewith:

          Schedules

          Schedules are not included because the required information is shown
in the consolidated financial statements or related notes.

                                       28
SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                          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 Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature                    Title                               Date
- ---------                    -----                               ----

                             Chairman of the Board, Chief
/s/ WILLIAM L. WESTERMAN     Executive Officer and President     March 15, 1996
- --------------------------
William L. Westerman

                             Treasurer (Principal Financial
/s/ DUANE R. KROHN           and Accounting Officer)             March 15, 1996
- --------------------------
Duane R. Krohn

/s/ ROBERT R. BARENGO        Director                            March 15, 1996
- --------------------------
Robert R. Barengo

/s/ WILLIAM FRIEDMAN         Director                            March 15, 1996
- --------------------------
William Friedman

/s/ PHILIP P. HANNIFIN       Director                            March 15, 1996
- --------------------------
Philip P. Hannifin

                                       29
EXHIBIT 13.2

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q

Mark One
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1996
                              -------------------------------
                                       OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from ___________________ to ___________________

                        Commission file number 000-21430
                                              ---------------

                          Riviera Holdings Corporation
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

              Nevada                                     88-0296885
  -------------------------------            ---------------------------------
  (State or other jurisdiction of            (IRS Employer Identification No.)
  incorporation or organization)

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

Registrant's telephone number,
  including area code              (702) 794-9527
                      ---------------------------------------------

      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 that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [  ]

             APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                    PROCEEDINGS DURING THE LAST FIVE YEARS

     Indicate by check mark whether the Registrant has filed all documentation
and reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  Yes [X]  No [ ]

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

      Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of the latest practicable date.

     As of May 10, 1996 there were 4,800,000 shares of Common Stock, $.001 par
value per share, outstanding
RIVIERA HOLDINGS CORPORATION

                                      INDEX

                                                                          Page
                                                                          ----
PART I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

Independent Accountants' Report                                             2

Condensed Consolidated Balance Sheets at December 31, 1995, and             3
March 31, 1996 (Unaudited)
Condensed Consolidated Statements of Operations
(Unaudited) for the Three Months ended March 31, 1995 and 1996              4

Condensed Consolidated Statements of Cash Flow (Unaudited) for
the Three Months Ended March 31, 1995 and 1996                              5

Notes to Condensed Consolidated Financial Statements (Unaudited)            6

Item 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations                                         8

                                       1
INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors
Riviera Holdings Corporation

We have reviewed the accompanying condensed consolidated balance sheet of
Riviera Holdings Corporation (the "Company") and subsidiaries as of March 31,
1996, and the related condensed consolidated statements of operations and of
cash flows for the three month periods ending March 31,1996 and 1995 of the
Company. These financial statements are the responsibility of the Company's
management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Riviera Holdings Corporation as of
December 31, 1995, and the related consolidated statements of operations,
shareholders' equity, and cash flows for the year then ended (not presented
herein); and in our report dated February 16, 1996, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheet
as of December 31, 1995, is fairly stated, in all material respects, in relation
to the consolidated balance sheet from which it has been derived.

DELOITTE & TOUCHE LLP

Las Vegas, Nevada
April 27, 1996

                                       2
RIVIERA HOLDINGS CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
- ----------------------------------------------------------------------------------------------------

                                                                December 31,             March 31,
                        ASSETS                                    1995                     1996
                                                            ----------------          --------------
                                                                                         Unaudited
CURRENT ASSETS:
  Cash and cash equivalents                                    $  21,962,021          $  27,886,842
  Accounts receivable, net                                         4,334,364              4,227,326
  Inventories                                                      2,186,500              2,664,765
  Prepaid expenses and other assets                                2,601,519              2,496,911
                                                               -------------          -------------

        Total current assets                                      31,084.404             37,275,844

PROPERTY AND EQUIPMENT, NET                                      121,049,407            121,395,964

OTHER ASSETS                                                       4,758,921              3,112,118

RESTRICTED CASH FOR PERIODIC SLOT PAYMENTS                         1,038,721              1,038,725
                                                               -------------          -------------

        TOTAL ASSETS                                           $ 157,931,453          $ 162,822,651
                                                               =============          =============

         LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term debt                             $  2,321,967          $   1,819,160
  Accounts payable                                                 8,408,298              7,228,745
  Current income taxes payable                                        50,716                746,715
  Accrued interest                                                    20,396              2,940,872
  Other accrued expenses                                           9,575,879              9,453,545
                                                               -------------           ------------
        Total current liabilities                                 20,377,256             22,189,037
                                                               -------------           ------------
DEFERRED INCOME TAXES                                              3,022,999              3,562,999
                                                               -------------           ------------
LONG-TERM DEBT, NET OF CURRENT PORTION                           108,249,315            108,316,163
                                                               -------------           ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:

  Common Stock ($.001 par value; 20,000,000
      shares authorized; 4,800,000 shares issued
      and outstanding)                                                 4,800                  4,800
  Additional paid-in capital                                      12,536,902             12,536,902
  Retained earnings                                               13,740,181             16,212,750
                                                               -------------           ------------
        Total shareholders' equity                                26,281,883             28,754,452
                                                               -------------           ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                     $ 157,931,453           $162,822,651
                                                               =============           ============
See notes to condensed consolidated financial statements.
3
RIVIERA HOLDINGS CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1995 AND 1996
                      (Unaudited)
- -------------------------------------------------------------------------------------------------

                                                                    1995                 1996
                                                                ------------         ------------
REVENUES:
    Casino                                                      $ 19,152,184         $ 20,165,297
    Rooms                                                         10,467,452           11,257,384
    Food and beverage                                              5,525,835            5,828,257
    Entertainment                                                  2,264,010            5,524,502
    Other                                                          2,552,605            2,583,817
                                                                ------------         ------------

                                                                  39,962,086           45,359,257
    Less promotional allowances                                    2,765,766            3,636,262
                                                                ------------         ------------

               Net revenues                                       37,196,320           41,722,995
                                                                ------------         ------------

COSTS AND EXPENSES:
    Direct costs and expenses of operating departments:
        Casino                                                    11,102,415           12,406,998
        Rooms                                                      4,718,799            4,666,563
        Food and beverage                                          3,910,896            3,922,068
        Entertainment                                              1,581,987            3,722,726
        Other                                                        892,435              970,728
    Other operating expenses:
        Selling, general and administrative                        7,223,781            7,460,107
        Provision for bad debts                                      342,490              143,053
        Depreciation and amortization                              1,594,980            1,888,022
                                                                ------------         ------------

               Total costs and expenses                           31,367,783           35,180,265
                                                                ------------         ------------

INCOME FROM OPERATIONS                                             5,828,537            6,542,730
                                                                ------------         ------------

OTHER INCOME (EXPENSE):
    Interest expense                                             (3,139,588)          (3,061,400)
    Interest income                                                  224,631              277,239
                                                                ------------         ------------

               Total other income (expense)                      (2,914,957)          (2,784,161)
                                                                ------------         ------------

INCOME BEFORE PROVISION FOR INCOME TAXES                           2,913,580            3,758,569
                                                                ------------         ------------

PROVISION FOR INCOME TAXES                                         1,005,000            1,286,000
                                                                ------------         ------------

NET INCOME                                                      $  1,908,580         $  2,472,569
                                                                ============         ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
    - PRIMARY AND FULLY DILUTED                                    4,800,000            5,048,178
                                                                ============         ============

EARNINGS PER COMMON AND COMMON EQUIVALENT
    SHARE - PRIMARY AND FULLY DILUTED                           $       0.40         $       0.49
                                                                ============         ============
See notes to condensed consolidated financial statements
4
RIVIERA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1995 AND 1996
               (Unaudited)
- -------------------------------------------------------------------------------------------------

                                                                        1995              1996
                                                                    ------------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                                           $1,908,580        $2,472,569
    Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation and amortization                                 1,594,980         1,888,022
        Provision for bad debts                                         342,490           143,053
        Provision for gaming discounts                                   17,500            13,750
        Interest expense                                              3,139,588         3,061,400
        Interest paid                                                  (200,425)         (140,924)
    Changes in operating assets and liabilities:
        (Increase) decrease in accounts receivable                      542,233          (49,765)
        (Increase) decrease in inventories                              (13,190)         (478,265)
        (Increase) decrease in prepaid expenses and other              (203,798)           104,608
        assets
        Decrease in restricted cash for periodic slot payments              (13)                 0
        Increase in accounts payable                                   (112,173)       (1,179,558)
        (Decrease) increase in accrued expenses                         489,134          (122,334)
        Increase (decrease) in current income taxes payable             170,000           695,999
        Increase in deferred income taxes                               235,000           540,000
        Increase in non-qualified pension plan obligation to CEO
               upon retirement                                           99,999           106,177
                                                                    -----------        ----------

        Net cash provided by operating activities                     8,009,905         7,054,732
                                                                    -----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures for property and equipment                  (1,899,168)       (2,234,578)
    Decrease (increase) in other assets                                 208,424         1,646,803
                                                                    -----------        ----------

        Net cash used in investing activities                        (1,690,744)         (587,775)
                                                                    -----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from long-term borrowings                                   40,890            49,179
    Payments on long-term borrowings                                   (628,828)         (591,315)
                                                                    -----------        ----------

        Net cash used in financing activities                          (587,938)         (542,136)
                                                                    -----------        ----------

INCREASE IN CASH AND CASH EQUIVALENTS                                 5,731,223         5,924,821

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                       16,425,357        21,962,021
                                                                    -----------        ----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                            $22,156,580       $27,886,842
                                                                    ===========       ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    - INCOME TAXES PAID                                                $600,000           $50,000
                                                                    -----------        ----------
See notes to condensed consolidated financial statements
5
RIVIERA HOLDINGS CORPORATION AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - Riviera Holdings Corporation ("the Company") and its
wholly-owned subsidiary Riviera Operating Corporation ("ROC") were incorporated
on January 27, 1993, in order to acquire all assets and liabilities of Riviera,
Inc. Casino-Hotel Division (the "Hotel & Casino") .

On June 29, 1993, the Company obtained regulatory approval of their gaming
application from the State of Nevada. For financial reporting purposes it is
assumed the effective date of the plan occurred on midnight June 30, 1993 with
the assets and liabilities being transferred from the Hotel & Casino to the
Company on July 1, 1993. In connection with the effectiveness of the Plan, the
Company and its wholly-owned subsidiary ROC acquired all of the assets of
Riviera, Inc. relating to the Hotel & Casino. On the effective date of the Plan,
the Company issued to holders of Floating Rate First Mortgage Notes, Floating
Rate First Mortgage Reset Notes and Second Series Floating Rate First Mortgage
Notes of the Hotel & Casino (a) 120,000 shares of its common stock, par value
$.001 per share, pre-split, and (b) an aggregate of $100,000,000 first mortgage
notes due December 31, 2002. The Company also issued other notes to unsecured
creditors of the Hotel & Casino.

On April 26, 1994, at the annual meeting, the shareholders of the Company
approved an amendment to the Company's Amended and Restated Articles of
Incorporation to increase the authorized shares of Common Stock from 500,000 to
5,000,000 and a ten-for-one stock split. On November 16, 1995, at a special
meeting, The Shareholders of the Company voted to increase the total number of
authorized shares from 5,000,000 to 20,000,000 with 1,088,580 shares voting for
the proposal and 1,200 shares voting against. Accordingly, per share
information, average number of shares outstanding and number of shares
outstanding in the accompanying condensed consolidated financial statements have
been adjusted for the stock split as of the earliest date presented ( March 31,
1995).

Riviera Gaming Management, Inc. ("RGM"), a wholly owned subsidiary, was
incorporated in August 1995 in the State of Nevada for the purpose of obtaining
management contracts in Nevada and other jurisdictions.

The financial information at March 31, 1996 and for the three months ended March
31, 1996 and 1995, is unaudited. However, such information reflects all
adjustments (consisting solely of normal recurring adjustments) that are, in the
opinion of management, necessary for a fair presentation of the financial
position, results of operations, and cash flows for the interim periods. The
results of operations for the three months ended March 31, 1996 and for the
three months ended March 31, 1995, are not necessarily indicative of the results
that will be achieved for the entire year. Certain reclassifications have been
made to the 1995 financial statements to conform with the current year
presentation.

                                       6
These financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto for the year ended December
31, 1995, included in the Company's Annual Report on Form 10-K.

Legal Proceedings

The Company, along with most of the other major hotel-casino companies had been
named in a class action lawsuit that had been transferred to the United States
District Court, for the State of Nevada. This lawsuit was dismissed on April 24,
1996.

Nature of Operations

The sole line of business of the Company is the operation of the Riviera Hotel
and Casino in Las Vegas, Nevada. The Company is engaged in a single industry
segment, the operation of a hotel/casino with restaurants and related
facilities. Casino operations are subject to extensive regulation in the State
of Nevada by the Gaming Control Board and various other state and local
regulatory agencies. Management believes that the Company's procedures for
supervising casino operations, for recording casino and other revenues and for
granting credit comply in all material respects with the applicable regulations.

Earnings Per Share

Earnings per common and common equivalent share and earnings per common shares
assuming full dilution are computed using the weighted average number of shares
outstanding adjusted for the incremental shares attributed to outstanding
options to purchase common stock.

                                       7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following table sets forth certain operating information for the Company for
the three months ended March 31, 1995 and the three months ended March 31, 1996:

                                                        Three Months
                                                      Ended March 31,
                                                ------------------------------
                                                 1995                  1996
                                                 ----                  ----
                                                         Unaudited
REVENUES:
     Casino                                     $19,152               $20,165
     Rooms                                       10,467                11,257
     Food and beverage                            5,526                 5,828
     Entertainment                                2,264                 5,525
     Other                                        2,553                 2,584
                                                  -----                 -----
                                                 39,962                45,359
     Less promotional allowances                  2,766                 3,636
                                                  -----                 -----

     Net revenues                                37,196                41,723
                                                 ------                ------

COSTS AND EXPENSES:
     Casino                                      11,102                12,407
     Rooms                                        4,719                 4,667
     Food and beverage                            3,911                 3,922
     Entertainment                                1,582                 3,723
     Other                                          892                   971
     Selling, general and                         7,224                 7,460
     administrative
     Provision for bad debts                        342                   143
                                                    ---                   ---

     Total costs and expenses                    29,772                33,293
                                                 ------                ------

EBITDA (a)                                      $ 7,424                $8,430
                                                =======                ======

NET INCOME                                      $ 1,909                $2,473
                                                =======                ======

(a) "EBITDA" consists of operating income plus depreciation and amortization.
EBITDA should not be construed as an alternative to operating income (as
determined in accordance with generally accepted accounting principles) as an
indicator of the Company's operating performance or to cash flows from operating
activities (as determined in accordance with generally accepted accounting
principles) as a measure of liquidity. Management believes that EBITDA gives an
indication of the cash generating capacity of the Company and is useful as a
comparison with other industry participants.

                                       8
Comparison of Three Months Ended March 31, 1996 Versus the Three Months Ended
March 31, 1995
- -------------------------------------------------------------------------------

Revenues

Net revenues increased $4,527,000 (12.2%) to $41,723,000 for the three months
ending March 31, 1996, compared to the quarter ended March 31, 1995. Total
casino revenues increased $1,013,000 (5.3%). Slot revenues increased $1,519,000
(12.6%) for the three months ended March 31, 1996 compared to the quarter ended
March 31, 1995, due to an increase in promotional programs directed at the slot
player. Table games revenue, including baccarat, decreased $726,000 (11.9%) from
the prior year. The cash drop(1) increase of $723,000 was partially offset by a
decrease in credit drop of $557,000 resulting in a net increase of $166,000
(.5%). The win percentage(2) decreased from 17.8% to 15.6%. The increase in drop
represents an increase in win of $29,000 and the decrease in win percentage
represents a decrease in win of $755,000. The increase in drop is attributable
to special events marketing programs, and the decrease in win percentage is due
to the normal fluctuations in table games. Room revenues increased $790,000
(7.6%) to $11,257,000 in the first quarter of 1996 as compared to 1995 and the
average room rate increased $1.68. Occupancy increased to 98.8% in 1996 from
95.4% in 1995. First quarter business mix indicates an increase of 8,000 room
nights for vacationers, an increase of 8.6% over first quarter 1995. Food and
beverage revenues increased $302,000 (5.5%) due primarily to increased covers in
the bars and the buffet. Entertainment revenues increased $3,261,000 from
$2,264,000 in first quarter 1995 to $5,525,000 in 1996. The Splash production
show was closed in the first half of 1995 and accounted for $2,854,000 of the
increase in entertainment revenues. Promotional allowances increased $870,000
(31.5%) because of additional show ticket complimentaries offered to promote the
Splash II production show, and also because of additional casino and slot
marketing programs.

Costs and Expenses

Total costs and expenses increased $3,521,000 (11.83%) in the three months ended
March 31, 1996, as compared to 1995. Casino expense increased $1,305,000 (11.8%)
as the result of increased promotional allowances and additional special events
marketing. Entertainment costs increased $2,141,000 (135.3%) due primarily to
Splash II expenses of $2,300,000 in 1996 compared to the absence of Splash
expense in 1995. The provision for bad debts decreased $199,000 (58.2%) as a
result of the reduction in credit play in the casino, primarily the Mexican
baccarat player.

- ----------
(Footnotes)

(1)  "Historical Drop" as defined by the regulations of the Nevada Gaming
     Commission and Gaming Control Board (which is an approximate measure of
     funds exchanged into chips for use at the Hotel & Casino less credit
     instruments repaid at the gaming tables).

(2)  Win percentage is calculated by dividing table games revenue by Historical
     Drop.

                                       9
EBITDA

Earnings before depreciation, interest, taxes, and amortization increased
$1,006,000 (13.6%) to $8,430,000 in the first quarter of 1996 compared to 1995.
The increase resulted primarily from increased slot, rooms and entertainment
revenues.

Net Income

The Company reported a net income of $2,473,000 in the first quarter of 1996 as
compared to $1,909,000 during the same period in 1995, an increase of $564,000
(29.6%). Depreciation and amortization increased $293,000 due to capital
improvements that were made since the first quarter of 1995. Federal income tax
expense increased $281,000 in the three months ended March 31, 1996.

Liquidity and Capital Resources
- -------------------------------------------------------------------------------

The Company had cash and cash equivalents of $27,887,000 at March 31, 1996,
which was an increase of $5,925,000 from the balances at the year ended December
31, 1995. Significant debt service on the bonds and class notes are due in June
and December and should be considered in evaluating cash increases in the first
and third quarters.

EBIDTA for the three months ended March 31, 1996 and the year ended December
31,1995 was $8,430,000 and $ 27,791,000, respectively, which was adequate to
cover the Company's debt service and capital expenditures. Current projections
of EBITDA for 1996 are modestly in excess of 1995 and management believes that
sufficient cash flow will be available to cover the Company's debt service and
enable investment in budgeted capital expenditures of approximately $11,165,0000
for 1996. However, if cash flow does not meet projections, management would
defer capital expenditures. In the first three months of 1996 the Company made
capital expenditures of $2,235,000.

The following table sets forth the scheduled cash payments required to be made
by the Company in respect of principal and interest on the first Mortgage Notes,
the Class Notes, and other debts for each year through the maturity dates of the
First Mortgage Notes and the Class Notes as of December 31, 1995.

                                                                Pre Funded
                                                              Slot Annuities
                                                                Included in
                                          Total Principal        Principal
 Year        Interest      Principal        and Interest         Payments
 ----        --------      ---------         ------------         --------

 1996      12,061,000      2,322,000          14,383,000           318,000
 1997      11,812,000      2,055,000          13,867,000           318,000
 1998      11,619,000      1,880,000          13,499,000           217,000
 1999      11,425,000      1,844,000          13,269,000           117,000
 2000      11,209,000      1,898,000          13,107,000            68,000

 2001      11,019,000        572,000          11,591,000
 2002      11,000,000    100,000,000         111,000,000
          -----------   ------------        ------------        ----------
          $80,145,000   $110,571,000        $190,716,000        $1,038,000

                                       10
Cash flow from operations is not expected to be sufficient to pay the principal
of the First Mortgage Notes at maturity in 2002. Accordingly, the ability of the
Company to repay the First Mortgage Notes at maturity will be dependent upon its
ability to refinance the First Mortgage Notes. There can be no assurance that
the Company will be able to refinance the principal amount of the First Mortgage
Notes.

The First Mortgage Notes may not be redeemed except as set forth below prior to
June 1, 1998, and thereafter, may be redeemed at the option of the Company at
the following prices (expressed as a percentage of principal amount):

If redeemed during the 12-month period beginning June 1,
                                             
                     Year                    Percentage
                     ----                    ----------

                     1998                     104.3125%
                     1999                     102.8750%
                     2000                     101.4375%
                     2001 and thereafter      100.0000%

The First Mortgage Notes provide for mandatory redemption by the Company upon
the order of the Nevada Gaming Authorities. The First Mortgage Notes also
provide that, in certain circumstances, the Company must offer to repurchase the
First Mortgage Notes upon the occurrence of a change of control or certain other
events. In the event of such mandatory redemption or repurchase prior to
maturity, the Company would be unable to pay the principal amount for the First
Mortgage Notes without a refinancing.

During the reorganization proceeding of Riviera, Inc., certain capital
expenditures were deferred. Management considers it important to the competitive
position of the Hotel & Casino that expenditures be made to upgrade the
property. Capital expenditures totaled approximately $5,786,000 in 1993,
$8,933,000 in 1994 and $7,836,000 in 1995. Management has budgeted $11,165,000
in 1996 that the Company expects to finance from cash flow.

The Indenture imposes certain financial covenants and restrictions on the
Company and ROC, including a minimum consolidated net worth requirement and
limitations on the payment of dividends, the incurrence of debt and granting of
liens, capital expenditures and mergers and sales of assets. As a result of
these restrictions, the ability of the company and ROC to incur additional
indebtedness to fund operations or to make capital expenditures is limited. In
the event that cash flow from operations is insufficient to cover cash
requirements, the Company and ROC may not be able to obtain additional funds.
The Company and ROC would be required to curtail or defer certain of their
capital expenditure programs under these circumstances, which could have an
adverse effect on the Company's operations.

                                       11
Effective September 8, 1995, the Board of Directors and holders of 94% of the
Company's 11% Mortgage Notes ("Notes") approved amendments to certain Note
restrictive covenants. Noteholders who consented to the amendments received a
$5.00 fee for each $1,000 of Notes.

The amendments are designed to permit the Company's management team to utilize
its expertise in turning around troubled gaming properties which are either in,
or on the verge of, bankruptcy and managing casinos in so-called "new venues.
The Company would expect to make a limited investment and obtain a profit based
management contract in properties with which it becomes involved.

                                       12
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       RIVIERA HOLDINGS CORPORATION

                                       By /s/ William L. Westerman
                                       ---------------------------
                                       Chairman of the Board and
                                       Chief Executive Officer

                                       By /s/ Duane Krohn
                                       ------------------
                                       Treasurer and
                                       Chief Financial Officer

                                       Date:  May 10, 1996

                                       13
EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Riviera Holdings Corporation on Form S-8 of our report dated February 16, 1996,
appearing in the Annual Report on Form 10-K of Riviera Holdings Corporation for
the year ended December 31, 1995.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Las Vegas, Nevada
May 10, 1996