SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1

      (Mark One)
[X]   Annual report pursuant to section 13 or 15(d) of the Securities
      Exchange Act of 1934 [No Fee Required]

For the fiscal year ended December 31, 1996

[  ]  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                              89109
Vegas, Nevada                                             ----------
-------------------------------                           (Zip Code) 
(Address of principal executive offices)

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. [ ]

           Based on the average price bid for the  Registrant's  Common Stock as
of March 4,  1997,  the  aggregate  market  value of the  voting  stock  held by
non-affiliates of the Registrant was approximately $46,920,000.

           As of  March  4,  1997,  the  number  of  outstanding  shares  of the
Registrant's Common Stock was 4,923,380.

Documents  incorporated by reference:  The Company's Proxy Statement dated April
16, 1997,  relating to the Annual Meeting of  Stockholders  to be held on May 8,
1997, is incorporated by reference in Part III hereof.

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                                   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)

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