UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-K/A


(Amendment
No. 1)




ANNUAL
REPORT


PURSUANT
TO SECTIONS 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934




(Mark
One)




ý
            ANNUAL REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
      the fiscal year ended December 31,
2008




OR




 ̈
            TRANSITION REPORT 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 incorporation or organization)
                      (I.R.S.
      Employer Identification No.)2901
      Las Vegas Boulevard SouthLas 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:





Title of each class
              Name of each exchange on which
      registeredCommon
      Stock, $.001 par value
              NYSE
      Amex





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




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





Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.   Yes  ̈   No
ý




Indicate
by check mark if the Registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.   Yes  ̈   No
ý









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 ý   No
 ̈




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation 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 any amendment to this
Form 10-K. ý




Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.  (Check one):




Large
      accelerated filer
                   ̈
                  
                  Non-accelerated
      filer
                   ̈Accelerated
      filer
                  ý
                  
                  Smaller
      Reporting Company
                   ̈





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.   Yes  ̈   No
ý




Based on
the closing sale price of the registrant's common stock on the NYSE Amex on June
30, 2008, the aggregate market value of the common stock held by non-affiliates
of the registrant was $126,860,333.




As of
March 30, 2009, the number of outstanding shares of the registrant's common
stock was 12,477,855.
  
  EXPLANATORY NOTE
  This
Amendment No. 1 to the Annual Report on Form 10-K of Riviera Holdings
Corporation (the “Company”) for the year ended December 31, 2008,
originally filed on March 31, 2009 (the “Original Filing”), is being filed
to correct the signatories to the Original Filing.  The correct
signatories to the Original Filing are indicated on the signature page of this
Amendment No. 1.
  This
Amendment No. 1 does not reflect events occurring after March 31, 2009
and does not update or modify in any way the results of operations, financial
position, cash flows or other disclosures in the Company’s Original
Filing.
 As
required by Rule 12b-15 under the Securities and Exchange Act of 1934, as
amended, new certifications by our principal executive officer and principal
financial officer are filed as exhibits 31.1 and 31.2 to this Amendment
No. 1 to the Company’s Original Filing.




Item
15. Exhibits, Financial
Statement Schedules





(a)(3) List
of Exhibits





The
following exhibits are filed herewith:





Exhibit
                Description of Exhibit31.1
                Certification
      of the Principal Executive Officer of the Registrant pursuant to Exchange
      Act Rule 13a-14(a)31.2
                Certification
      of the Principal Financial Officer of the Registrant pursuant to Exchange
      Act Rule 13a-14(a)



















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.




April
      6, 2009
            RIVIERA
      HOLDINGS CORPORATIONBy:
            /s/
      William L. WestermanWilliam
      L. WestermanChief
      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/s/
      William L. Westerman
                
                Chairman
      of the Board, Chief
                April
      6, 2009William
      L. Westerman
                
                Executive
      Officer and President/s/
      Phillip S. Simons
                
                Treasurer
      (Principal Financial
                April
      6, 2009Phillip
      S. Simons
                
                and
      Accounting Officer)/s/
      Paul A. Harvey
                
                Director
                April
      6, 2009Paul
      A. Harvey/s/
      Vincent L. DiVito
                
                Director
                April
      6, 2009Vincent
      L. DiVito/s/
      James N. Land, Jr.
                
                Director
                April
      6, 2009James
      N. Land, Jr.