====================================================================
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                    FORM 10-K/A
                                 (Amendment No. 1)

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

           (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, 2002

[ ] Transition report pursuant to sections 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)                       (IRS 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:Common Stock, $.001
par value                                                  -------------------
---------
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 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 amendment
to this Form 10-K.[X}

           Based on the reported closing price for the Registrant's common stock
on the American Stock Exchange as of June 28, 2002 the aggregate market value of
the  voting  stock  held by non-affiliates of  the Registrant  was approximately
$14,476,293. As  of  April 25, 2003,  the  number  of  outstanding shares of the
Registrant's common stock was 3,606,155.

Documents incorporated by reference:None
          ====================================================================



<PAGE>

                           EXPLANATORY NOTE

The purpose of this amendment is to amend Part III, Items 10, 11, 12 and 13 in
their entirety pursuant to General Instruction G.(3) to Form 10-K, file
additional exhibits under item 15 and change the reporting date and valuation of
the voting stock held by non-affiliates on the cover page of this Form 10-K.










<PAGE>

PART III


Item 10. Directors and Executive Officers of the Registrant

The  following  table  sets  forth  certain  information  as  of  April 25, 2003
regarding  our  directors  and  the  directors  of Riviera Operating Corporation
("ROC"), our wholly-owned subsidiary.
<TABLE>
<CAPTION>


Name                    Age    Position

<S>                     <C>    <C>
William L. Westerman    71    Our and ROC's Chairman of the Board and Chief
                              Executive Officer, and our President

Robert R. Barengo       61    Our and ROC's Director, and Director of Government
                               and Public Affairs of ROC

Jeffrey A. Silver       57    Our and ROC's Director

Paul A. Harvey          65    Our and ROC's Director

Vincent L. DiVito       43    Our and ROC's Director
</TABLE>

     William L. Westerman has been our Chairman of the Board and Chief Executive
Officer since February,  1993. Mr.  Westerman was a consultant to Riviera,  Inc.
(our predecessor  company) from July 1, 1991 until he was appointed  Chairman of
the Board and Chief Executive Officer of Riviera,  Inc. on January 1, 1992. From
1973 to June 30, 1991, Mr.  Westerman was President and Chief Executive  Officer
of Cellu-Craft  Inc., a manufacturer  of flexible  packaging  primarily for food
products,  and then later had several positions with Alusuisse, a multi-national
aluminum and chemical company, following its acquisition of Cellu-Craft in 1989.
Mr.  Westerman was on the Board of Managers of Peninsula  Gaming  Partners,  LLC
from June, 1999 to December, 2000.

     Robert R. Barengo has been one of our and ROC's Directors since February
1993. Mr. Barengo was a consultant to Riviera, Inc. from January 1993 until June
30, 1993.  Since 1972, Mr.  Barengo has been engaged in the private  practice of
law in Reno,  Nevada. Mr. Barengo was elected to the Nevada Assembly in 1972 and
served until 1982. In 1979, Mr.  Barengo was elected  Speaker Pro Tempore and in
1981 Mr. Barengo was elected  Speaker of the Assembly.  From October 1992 to May
1996, Mr.  Barengo was a director and 10%  shareholder of Leroy's Horse & Sports
Place, Inc.  ("Leroy's").  In May 1996, Leroy's became a wholly owned subsidiary
of American  Wagering,  Inc.  ("AWI"),  a publicly  held  corporation  listed on
NASDAQ. From May 1996 to March, 2000 Mr. Barengo was a director and is currently
a 7%  shareholder of AWI. Since 1993, Mr. Barengo has been the President and the
sole stockholder of Silver State  Disseminators  Company,  a company licensed by
Nevada gaming  authorities  to  disseminate  racing  information in the State of
Nevada.  In October 1992, the Governor  appointed Mr. Barengo as a member of the
State of Nevada Dairy  Commission and in July 1993,  the Governor  appointed Mr.
Barengo as Chairman of the State of Nevada Dairy Commission, a position he still
holds.  Mr. Barengo was also a director of Saxton,  Inc., until he resigned from
that  position on April 12,  2000.  Mr Barengo  currently is the Chairman of the
Board and a Director of Western Thrift and Loan, a Thrift  Company  licensed and
regulated by the Commissioner of Financial Institutions,  Department of business
and Industry,  State of Nevada. Mr. Barengo accepted the position of Director of
Government and Public Affairs with ROC effective January 1, 2001, in addition to
his duties as one of our and ROC's directors.

     Jeffrey A. Silver has been one of our and ROC's  Directors  since  February
26, 2001.  Mr. Silver is currently a shareholder  with Gordon & Silver,  Ltd., a
law firm located in Las Vegas,  Nevada.  Mr.  Silver  served as the Chief Deputy
District Attorney, Clark County, Nevada from 1972 to 1975 and was a Board Member
with the Nevada Gaming  Control  Board from 1975 to 1978 before  engaging in the
private  practice of law from 1979 to 1981 and 1984 to the present.  Mr.  Silver
was the Chief  Operating  Officer and General  Counsel of the  Landmark  Hotel &
Casino from 1981 to 1983,  CEO of the  Riviera  Hotel & Casino from 1983 to 1984
and Senior Vice  President at Caesars  Palace in 1984.  Mr. Silver served on the
Board of the Las Vegas  Convention  and Visitors  Authority from 1989 to 1992 as
Secretary/Treasurer  where he also  served  as  trustee.  He was a member of the
Board of  Directors  of the Greater Las Vegas  Chamber of Commerce  from 1988 to
1995 and in 1988 was its Chairman.  Mr. Silver served for four years as a member
of the United States Travel and Tourism  Advisory Board. He was President of the
International  Association of Gaming Attorneys from 1992 to 1994 and Chairman of
the ABA Section of Gaming Law from 1994 to 1996.
<PAGE>

     Major  General  Paul A.  Harvey  USAF  (Ret)  has  been  one our and  ROC's
Directors  since May 18,  2001.  Mr.  Harvey is  currently a  consultant  to the
gaming,  hotel and resort  industry  and serves as  Chairman of the Board of the
National Center for Responsible Gaming. Mr. Harvey spent 32 years on active duty
in the  United  States  Air  Force  where  he held  numerous  command  positions
throughout  the United States,  Europe,  Africa and the Middle East. He flew 160
combat  missions in Vietnam and  Southeast  Asia before  retiring at the rank of
Major General in 1991. Mr. Harvey was the Executive  Director of the Mississippi
Gaming  Commission from 1993 through 1998 before  becoming  President and CEO of
Signature  Works,  Inc.,  which is the largest  employer  of blind and  visually
impaired  people in the world.  The  company  merged  with LCI,  Inc.  and he is
currently on the Board of Directors of LC Industries.

     Vincent L. DiVito was appointed as one of our and ROC's Directors effective
June 14, 2002. Mr. DiVito is currently Vice President,  Chief Financial  Officer
and  Treasurer  of  Lonza,  Inc.,  a  global   specialities   chemical  business
headquartered  in Fair Lawn,  New Jersey.  Lonza,  Inc. is part of Lonza  Group,
which is traded on the Swiss Stock Exchange. Prior to September 2000, Mr. DiVito
was the Vice President and Chief Financial Officer of Algroup Wheaton,  a global
pharmaceutical  and  cosmetics  packaging  company,  after having  served as the
Director  of  Business  Development.  From 1984 to 1990 Mr.  DiVito was the Vice
President of Miracle Adhesives Corp. (a division of Pratt & Lambert, an American
Stock Exchange-listed  manufacturer of paints, coatings and adhesives). Prior to
1984, Mr. DiVito spent two years on the audit team at Ernst & Whinney (now Ernst
& Young).  Mr. DiVito is a certified public accountant and certified  management
accountant.

Executive Officers

        The following  table sets forth certain information as of April 25, 2003
regarding our and ROC's executive  officers:

Name                      Age      Position

William L. Westerman       71    Our and ROC's Chairman of the Board and Chief
                                 Executive Officer, and our President

Duane R. Krohn             57    Our and ROC's Treasurer and CFO, and Executive
                                 Vice President of Finance of ROC

Tullio J. Marchionne       48    Our and ROC's Secretary and General Counsel,
                                 and Vice President of ROC

Robert A. Vannucci         55    President and Chief Operating Officer of ROC

Ronald P. Johnson          54    Executive Vice President of Gaming Operations
                                 of ROC

Jerome P. Grippe           60    Executive Vice President of Operations of ROC

         For a description of the business experience of William L. Westerman,
see "Directors."

     Duane R. Krohn,  CPA,  assumed the  position of our and ROC's  Treasurer on
June 30,  1993 and was  elected  Vice  President  of Finance of ROC on April 26,
1994,  and Executive Vice President of Finance of ROC on July 1, 1998 and served
as Secretary  from June 8, 1999 to February 17,  2000.  Mr. Krohn was  initially
employed by Riviera,  Inc. in April 1990,  as Director of Corporate  Finance and
served as Vice  President-Finance  from  March 1992 to June 30,  1993.  Prior to
1990, Mr. Krohn was Chief Financial Officer of the Imperial Palace, the Mint and
the Dunes in Las Vegas,  Nevada,  and Bally's Park Place in Atlantic  City,  New
Jersey.
<PAGE>

     Tullio J. Marchionne  assumed the position of our and ROC's General Counsel
on January 10, 2000,  was  appointed as our and ROC's  Secretary on February 17,
2000 and elected Vice President of ROC on February 26, 2001. Mr.  Marchionne was
initially  employed by Riviera,  Inc., in June 1986 as a Casino Games Dealer and
served in various capacities including Pit Manager, General Counsel and Director
of Gaming  Administration  until September 1996, when we and ROC transferred Mr.
Marchionne to the Four Queens Hotel and Casino as Director of Casino  Operations
pursuant to the  management  agreement  we had with the Four Queens at that time
through our  wholly-owned  subsidiary,  Riviera Gaming  Management-Elsinore.  He
served in that position  until May 1997.  Mr.  Marchionne  served as the General
Manager of the Regency Casino  Thessaloniki,  located in  Thessaloniki,  Greece,
from June 1997 until December 1997. Mr. Marchionne served as a Casino Supervisor
with Bally's,  Las Vegas, from February 1998 until June 1998, Director of Casino
Operations  at the Maxim  Hotel and  Casino  in Las Vegas  from June 1998  until
November  1998  and  Director  of Table  Games at the  Resort  At  Summerlin  (a
casino/hotel operated in Las Vegas) from November 1998 until December 1999.

     Robert  A.   Vannucci   was  elected  Vice   President  of  Marketing   and
Entertainment  of ROC on April 26, 1994,  Executive  Vice President of Marketing
and  Entertainment  on July 1, 1998 and President of ROC on October 1, 2000. Mr.
Vannucci had been Director of Marketing of ROC since July 19, 1993. Mr. Vannucci
was Senior Vice  President of Marketing and Operations at the Sands Casino Hotel
in Las Vegas from April 1991 to February 1993.  Mr.  Vannucci was Vice President
and General  Manager of Fitzgerald's  Las Vegas (a  casino/hotel  operator) from
1988 to January 1991.

     Ronald P.  Johnson  became Vice  President of Gaming  Operations  of ROC in
September 1994,  Executive Vice President of Gaming Operations of ROC on July 1,
1998,  and on February 10,  1999,  President of Riviera  Black Hawk,  Inc.,  our
wholly-owned  subsidiary  which owns and operates the Riviera Black Hawk Casino.
He holds that position  concurrently  with his Executive  Vice  President of ROC
position.  Mr. Johnson became Director of Slots on June 30, 1993 and was elected
Vice  President of Slot  Operations and Marketing on April 26, 1994. Mr. Johnson
was Vice  President-Slot  Operations  and Marketing of Riviera,  Inc. from April
1991 until June 30, 1993.  Mr.  Johnson was Vice  President-Slot  Operations for
Sands Hotel and Casino Inc. from September 1989 until he joined Riviera, Inc.

     Jerome P. Grippe was elected Vice  President of  Operations of ROC on April
26,  1994,  Senior  Vice  President  of  Operations  of ROC on July 1,  1998 and
Executive  Vice  President  of ROC on September 1, 2000.  Mr.  Grippe  served as
General  Manager  of the  Four  Queens  Hotel  and  Casino  from  June,  1998 to
September, 1999 pursuant to the management agreement we had with the Four Queens
at   that   time   through   our   wholly-owned   subsidiary,   Riviera   Gaming
Management-Elsinore.  He served as General  Manager of the Diamond Jo  riverboat
casino located in Dubuque, Iowa from September,  1999 to July, 2000, pursuant to
a management agreement we had with Peninsula Gaming Company, LLC, which owns and
operates the Diamond Jo riverboat casino, and Riviera Gaming Management,  one of
our wholly-owned  subsidiaries.  Mr. Grippe performed in the capacity as general
manager at these  properties  concurrently  with his duties with us. Mr.  Grippe
became  Director of Operations of ROC on June 30, 1993. Mr. Grippe was Assistant
to the Chairman of the Board of Riviera, Inc. from July 1990 until May 1993. Mr.
Grippe had served in the United States Army from 1964 until his  retirement as a
Colonel in July 1990.

      Our and ROC's officers serve at the discretion of our and ROC's respective
Boards of Directors, and they are also subject to the licensing requirements of
the Nevada Gaming Commission.

             Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a) of the Exchange Act requires  our  directors  and  executive
officers  and any persons who own more than 10% of our Common Stock to file with
the Securities and Exchange  Commission  various reports as to ownership of such
Common  Stock.  Such persons are also  required to furnish us with copies of all
Section  16(a)  forms they file.  To our  knowledge,  the Section  16(a)  filing
requirements  of all other officers and directors and owners of more than 10% of
our common stock were met on a timely basis during 2002.

ITEM 11.EXECUTIVE COMPENSATION

                       Compensation of Executive Officers

     The following table sets forth a summary of the compensation we paid in the
years ended December 31, 2000,  2001 and 2002, to our and ROC's Chief  Executive
Officer,  and to our four other most highly  compensated  executive officers who
received over $100,000 in compensation  during 2002 from us  (collectively,  the
"Named Executive Officers").

<PAGE>

<TABLE>
<CAPTION>


                     Summary Compensation Table
                                                                 Other        Securities
                                                                Annual        Underly-     All Other
             Name and                                           Compen-       ing options  Compen-
        Principal Position      Year   Salary($)  Bonus($)      sation($)(1) (# of shares) sation($)(2)

<S>                             <C>    <C>              <C><C>    <C>    <C>      <C>      <C>
William L. Westerman            2002   $600,000         $0 (3)  $542,899 (4)        0      $1,438
Our and ROC's Chairman of and   2001   $600,000   $400,000 (3)  $293,211 (4)   50,000      $2,566
the Board and Chief Executive   2000   $600,000   $900,000 (3)  $841,403 (4)        0      $2,566
Officer

Robert A. Vannucci              2002   $300,000         $0 (5)  $103,000 (6)   20,000      $1,720
President and Chief Operating   2001   $300,000    $69,491      $157,425 (6)   20,000      $2,566
Officer of ROC                  2000   $250,000   $236,166        $7,425       10,000      $1,438

Duane R. Krohn                  2002   $250,000         $0 (5)    $3,000       10,000      $1,438
Our Treasurer,                  2001   $250,000    $69,491        $7,425       10,000      $1,438
and Executive Vice President    2000   $237,500   $236,166        $7,425       10,000      $1,438
of Finance and Treasurer of
ROC

Ronald P. Johnson               2002   $250,000         $0 (5)   $10,500 (7)   10,000      $1,438
Executive Vice President of     2001   $250,000    $69,491        $7,425       10,000      $1,438
Gaming Operations of ROC        2000   $237,500   $236,166        $7,425       10,000      $1,438

Jerome P. Grippe                2002   $250,000         $0 (5)    $3,000       10,000      $1,438
Executive Vice President of     2001   $250,000    $69,491        $7,425       10,000      $1,438
Operations of ROC               2000   $183,333   $211,166        $7,425        7,000      $1,062
</TABLE>


(1)  Includes amounts that we contributed under our Profit Sharing and 401(k)
     Plans. We contributed for the account of each executive $3,000 in 2002,
     $7,425 in 2001 and $7,425 in 2000.
(2)  Includes premiums paid us for excess life insurance.
(3)  See "Employment Agreements" below for a summary of certain of the
     provisions of Mr. Westerman's employment agreement.
(4)  Includes contributions to Mr. Westerman's retirement account of zero in
     2002, zero in 2001 and $600,000 in 2000. Also includes interest computed at
     the Company's average borrowing rate less the rate pursuant to Internal
     Revenue Code 1274(d), of $539,899 in 2002, $285,786 in 2001 and $233,978 in
     2000. Does not include interest earned on retirement account of $300,251 in
     2002, $493,024 in 2001 and $413,440 in 2000. (See "Employment Agreements"
     below)
(5)  There was no incentive bonus award in 2002.
(6)  Includes $100,000 award of Restricted Stock, $25,000 award per quarter,
     pursuant to Mr. Vannucci's employment agreement. See"Restricted Stock Plan"
     below for a summary of our Restricted Stock Plan.
(7)  Includes $7,500 additional income to Mr. Johnson as compensation for a
     planned vacation that we asked Mr. Johnson to forgo so he could participate
     in the nationwide presentations to sell the our new senior secured notes.

Option Surrenders

     On  November  26,  1996,  we granted  410,000  stock  options  to  eighteen
executives  at an option  price of  $13.625  per  share,  320,000  of which were
granted to Mr.  Westerman.  Two of these  executives'  options  totaling  11,000
shares were cancelled due to those executives leaving our employment,  resulting
in a balance  of 399,000  options  at  $13.625  per share held by sixteen of our
executives.  The  options  of these  sixteen  executives  were  vested  in their
entirety.

     On January 16, 2001, We approved a Stock Option  Surrender Plan under which
each  executive   could   surrender  all  or  any  portion  of  his/her  $13.625
options. Further, we could,  but were not  obligated to, grant new options in an
amount no less than the shares  surrendered.  The new options would be issued no
sooner than six months and a day after the surrender of the $13.625 options. Any
new  options  granted  would be at the price of our common  stock on the date of
grant and subject to the vesting requirements of our Employee Stock Option Plan.

     All sixteen of our executives  surrendered the entire balance of 399,000 of
the $13.625 options effective January 31, 2001.

     In August 2001, we granted 107,500 stock options to 15 of our 16 executives
who surrendered options on January 31, 2001. The August option grant was not
premised on the January 31 option surrender but made pursuant to our Board of
Directors' customary annual grant of stock options.

Option Grants

     The number of shares  available for purchase  under our 1993 Employee Stock
Option Plan, as amended (the "Stock  Option  Plan") is 1,000,000.  Excluding the
options  surrendered  pursuant  to the Stock  Surrender  Plan  discussed  above,
options for an  aggregate of 901,000  shares have been  granted  under our Stock
Option Plan as of December 31, 2002. During our 2002 fiscal year 130,500 options
were granted under our Stock Option Plan.

      The number of options available under each of our stock option plans, as
specified above, is subject to antidilution adjustments.

Option Exercises, Year-End Options Values and Option Grants in 2002

         The following table presents at December 31, 2002 the value of
unexercised in-the-money options held by the Named Executive Officers. There
were no options exercised in 2002.
<TABLE>
<CAPTION>

                                 Number of                Value of Unexercised,
                            Unexercised Options           In-The-Money Options

Name                       Vested       Not Vested        Vested     Not Vested

<S>                        <C>              <C>               <C>            <C>
William L. Westerman       25,000           25,000            $0             $0
Robert A. Vannucci         50,000           20,000             0              0
Duane R. Krohn             40,000           10,000             0              0
Ronald P. Johnson          40,000           10,000             0              0
Jerome P. Grippe           31,000           10,000             0              0
</TABLE>


         The following table presents options granted during 2002.


<TABLE>
<CAPTION>

                             Individual Grants
                            ------------------

                                                                    Potential
                                                                   Realizable
                              Percent of                        Value at Assumed
                                 Total                           Annual Rates of
                    Number of   Options    Exercise               Stock Price
                    Underlying Granted to  or Base              Appreciation for
                      Options  Employees   Price    Expiration   Option Term
Name                  Granted   in 2002   Per Share    Date      --------------
----                                                              5%      10%
                      ------- ---------- ---------- -----------  ----    -----
<S>                      <C>       <C>      <C>       <C>       <C>       <C>
William L. Westerman     0         0%       N/A          N/A      N/A      N/A
Robert A. Vannucci    20,000    15.3%     $7.35       5/14/12  $239,448 $381,280
Duane R. Krohn        10,000     7.7%      7.35       5/14/12   119,724  190,640
Ronald P. Johnson     10,000     7.7%      7.35       5/14/12   119,724  190,640
Jerome P. Grippe      10,000     7.7%      7.35       5/14/12   119,724  190,640
</TABLE>


Employment Agreements

         William L. Westerman serves as our Chairman of the Board, President and
Chief Executive Officer, and as Chairman of the Board and Chief Executive
Officer of ROC.

     Mr. Westerman's  existing employment  agreement,  which was last amended on
December 6, 2000,  automatically  renews each year on December  31st  subject to
termination  by us upon three months notice or by Mr.  Westerman upon six months
notice. Mr. Westerman's base compensation is $600,000.

     Under his employment agreement, Mr. Westerman is entitled to participate in
our Senior  Management  Compensation  Plan or such other executive bonus plan as
shall be established by our Board of Directors  (collectively the "Plan"). If at
least 80% of net targeted operating results, as defined by the Plan, is met, Mr.
Westerman  is  entitled  to  receive  a bonus  under  the  Plan  expressed  as a
percentage of his $600,000  base salary.  Mr.  Westerman's  bonus depends on the
percentage  of targeted  results of  operations  realized by us in a  particular
year,  with a  maximum  bonus of  $900,000.  According  to a  December  6,  2000
amendment, to the extent Mr. Westerman's bonus exceeds $400,000 in 2001 and each
succeeding  year, the excess amount will be deducted from the principal  balance
of his retirement  account at the time the bonus is paid. Mr. Westerman received
an incentive bonus of $900,000 for 2001, $500,000 of which was deducted from the
principal  balance  of  his  retirement  account  resulting  in a net  bonus  of
$400,000. Mr. Westerman was entitled to an incentive bonus of $900,000 for 2002,
including  $500,000  which  was to be paid  from the  principal  balance  of his
retirement  account  and  $400,000,  which  was to be paid by the  Company.  Mr.
Westerman  waived the $400,000  Company  bonus  payment and elected to have that
amount paid from the principal  balance of his retirement  account.  On April 1,
2003,  $1,373,329 was distributed to Mr. Westerman from his retirement  account;
$900,000   representing  his  2002  bonus;  $250,000  representing  a  quarterly
distribution from principal;  and $223,329 representing a quarterly distribution
of interest in arrears for the first quarter of 2003.

     The employment agreement provides that we fund a retirement account for Mr.
Westerman.  Pursuant to the  employment  agreement,  an aggregate  net amount of
$6,812,123  had been  credited  to the  retirement  account  from its  inception
through  December 31, 2001. Under the employment  agreement,  each year that Mr.
Westerman  continues to be employed,  an amount  equal to Mr.  Westerman's  base
salary  for that year was  credited  to the  account  on January 1 of that year.
According  to a  December  6,  2000  amendment  to  Mr.  Westerman's  employment
agreement, the January 1, 2001 contribution was the final principal contribution
to the retirement  account.  As of December 31, 2002, no portion of this account
had been funded.

     We  retain  beneficial  ownership  of  the  retirement  account,  which  is
earmarked to pay Mr. Westerman's retirement benefits. However, upon (1) the vote
of a majority of the  outstanding  shares of Common Stock approving a "Change of
Control" (as defined  below),  (2) the occurrence of a Change of Control without
Mr. Westerman's consent, (3) a breach by us of a material term of the employment
agreement  or (4) the  expiration  or  earlier  termination  of the  term of the
employment  agreement  for any reason other than cause,  Mr.  Westerman  has the
right to require us to establish a "Rabbi  Trust" for his  benefit.  He also has
the right to  require  us to fund such trust with an amount of cash equal to the
amount  then  credited to the  retirement  account,  including  any amount to be
credited to the retirement account upon a Change of Control.

     On February 5, 1998,  our  stockholders  by a majority  vote  approved  the
Agreement  and the Plan of Merger  with R&E Gaming  Corp.  and its  wholly-owned
subsidiary Riviera Acquisition Sub, Inc. Such stockholder approval constituted a
Change of Control. On March 5, 1998,  subsequent to this Change of Control,  Mr.
Westerman  exercised his right to require us to establish and fund a Rabbi Trust
for his benefit. On March 20, 1998, Mr. Westerman entered into an agreement with
us whereby  Mr.  Westerman  waived his right to have us fund the Rabbi  Trust in
exchange  for us  agreeing to fund such Rabbi Trust  within five  business  days
after notice from Mr. Westerman.

     In the event that Mr.  Westerman  is no longer  employed  by us (except for
termination for cause,  in which case Mr.  Westerman would forfeit all rights to
monies in the retirement account), Mr. Westerman will be entitled to receive the
amount in the retirement  account  (principal and current  interest) in 20 equal
quarterly  installments  as of the date he ceases to be  employed  by us. In the
event that Mr.  Westerman's Rabbi Trust has not yet been funded,  the balance of
principal and interest of the  retirement  account shall be paid directly to Mr.
Westerman upon his retirement,  termination  (except for cause) or upon a change
in control.

     Pursuant to the employment  agreement,  the retirement account was credited
quarterly  with  interest and will be credited  with  additional  amounts on the
first day of each succeeding calendar quarter equal to the product of:

                  o    our average borrowing cost for the immediately preceding
fiscal year, as determined by our chief financial officer and

                  o    the average outstanding balance in the retirement account
during the preceding calendar quarter.

     This  interest  continues  to  accrue  pursuant  to the  December  6,  2000
amendment.  Interest  computed  at our  average  borrowing  rate  less  the rate
pursuant to Internal  Revenue Code 1274d was $539,899 in 2002 $285,786 in 2001,
and $233,978 in 2000. Interest computed at the rate pursuant to Internal Revenue
Code 1274d was $300,251 in 2002, $493,024 in 2001 and $413,440 in 2000.  In the
event the Rabbi Trust has been funded,  upon Mr.  Westerman's  death,  an amount
equal to the applicable  federal  estate tax on the  retirement  account will be
pre-paid prior to the date or dates such taxes are due.

     Mr.  Westerman's  employment  agreement  provides  (a)  that the sum of Mr.
Westerman's base salary, bonus, and credits to his Retirement Account in any one
year must not exceed  that  which  would have been  payable  under his  previous
employment  agreement with us, and (b) that Mr.  Westerman  shall instruct us of
any  reductions in base salary,  bonus,  and credits to his  retirement  account
necessary to comply with this limitation.  We determined that for the year 1999,
a reduction of $467,000 would be necessary to comply with this provision.  Prior
to December 31, 1999,  and December 31, 1998, Mr.  Westerman  instructed us that
this be applied to reduce the amount to be  credited to his  retirement  account
from $600,000 to $133,000.

     In addition to Mr. Westerman, one other executive,  Robert Vannucci, has an
employment agreement with us.

     Mr. Vannucci was appointed  President of ROC effective October 1, 2000. Mr.
Vannucci's  employment  agreement  was  amended  at that  time to  reflect  this
appointment.  Mr.  Vannucci's  base  compensation  is $300,000.  Mr.  Vannucci's
employment  agreement  contains a Salary  Continuation  Agreement.  See  "Salary
Continuation  Agreements."  It also  provides  for a  "Normal  Incentive  Bonus"
entitling Mr. Vannucci to participate in our Incentive Compensation Plan whereby
he may share a portion of such  plan's pool which  provides  for a target of $25
million EBITDA before deductions of incentives,  as defined,  for the years 2000
and 2001.  Such amounts will be credited to the  Incentive  Compensation  Plan's
pool up to a maximum of $1.2 million.  Mr. Vannucci did not receive an incentive
bonus for the year 2002.

     Mr.  Vannucci also receives  compensation  in the form of restricted  stock
pursuant  to our  Restricted  Stock  Plan.  (See  "Restricted  Stock  Plan") Mr.
Vannucci's  agreement  provides that he is to receive  $25,000 in our restricted
common stock at market from treasury on the first  business day of each quarter,
plus our  restricted  common  stock at market  value from  treasury  in the same
amount he receives  pursuant to our Incentive  Compensation  Plan. Mr.  Vannucci
received restricted stock valued at $100,000 in 2002. Pursuant to the Restricted
Stock Plan, Mr. Vannucci is presently  entitled to all rights of stock ownership
with respect to the restricted  shares,  including the right to vote and receive
dividends.  Mr.  Vannucci may not,  however sell,  assign,  pledge,  encumber or
otherwise transfer any of the restricted shares so long as he is employed by us,
without our written  consent.  The restricted  shares fully vest to Mr. Vannucci
upon his separation of employment  from us, so long as such  separation is not a
termination for cause.  Mr.  Vannucci's  agreement was amended March 4, 2003 and
again March 24, 2003. Pursuant to the amendments, commencing with the restricted
stock award of April 1, 2003, and continuing  for each quarter  thereafter,  Mr.
Vannucci,  can choose between receiving $25,000 in cash or $25,000 in restricted
stock.  Mr.  Vannucci,  also has the choice between cash and restricted stock to
match his annual  incentive bonus award. Mr.  Vannucci's  agreement is effective
until December 31, 2003, and  automatically  renews annually subject to 120 days
prior written notice by either party.
Profit Sharing and 401(k) Plans

     On June 30, 1993, we and ROC assumed the combined profit sharing and 401(k)
plans of Riviera,  Inc. (the "Profit  Sharing and 401(k)  Plans") and we and ROC
continued  the Profit  Sharing  and 401(k)  Plans after June 30,  1993.  We also
provided  that all current  employees of Riviera Las Vegas who were  employed on
April 1,  1992,  who were at least 21 years of age and who are not  covered by a
collective  bargaining  agreement are immediately eligible to participate in the
Profit Sharing and 401(k) Plans. We further provided that all current  employees
who were employed by Riviera Las Vegas after April 1, 1992,  who are at least 21
years of age and who are not covered by a collective  bargaining  agreement  are
eligible to participate after one year of service at the Riviera Las Vegas.

     We have identical plans for our 100% indirectly owned  subsidiary,  Riviera
Black Hawk, Inc., which operates its casino in Black Hawk,  Colorado.  Employees
hired prior to June 30, 2000, who were at least 21 years of age and who were not
covered by a  collective  bargaining  agreement  were  immediately  eligible  to
participate in the Profit Sharing and 401(k) Plans. After June 30, 2000, all new
employees  who are at  least  21  years  of age and  who  are not  covered  by a
collective  bargaining  agreement are eligible to participate  after one year of
service at Riviera Black Hawk.

     We may make a matching  contribution  to the 401(k)  component of the abpve
plan in an  amount  not to  exceed  25% of the  first  8% of each  participant's
compensation, which is contributed as a salary deferral. Our common stock is not
an investment option to participants of the 401(k) component of the plan and any
of our  contributions to the 401(k) component are made in the form of cash to be
invested in the participant's selected investment options.

     The profit  sharing  component  of the  Profit  Sharing  and  401(k)  Plans
provides  that  we  will  make  a  contribution  equal  to 1% of  each  eligible
employee's annual  compensation if a prescribed annual operating earnings target
is attained and an additional 1% thereof for each $2 million by which  operating
earnings  is  exceeded,  up to a  maximum  of 3%  thereof.  We may  elect not to
contribute to the Profit  Sharing and 401(k) Plans if we notify our employees by
January of the Profit Sharing and 401(k) Plans year. An employee  becomes vested
as to our  contributions  based on the employee's years of service.  An employee
receives  a year of  vesting  service  for each plan year in which the  employee
completed 1,000 hours of service.  Vesting credit is allocated in 20% increments
for each year of service commencing with the attainment of two years of service.
An employee is fully vested following the completion of six years of service.

     Effective January 1, 2000, we suspended contributions to the profit sharing
plan and substituted contributions to an Employee Stock Ownership Plan ("ESOP"),
which is discussed directly below.

Employee Stock Ownership Plan

     We have an Employee Stock Ownership Plan ("ESOP"),  which became  effective
as of January 1, 2000 and replaced the profit sharing contribution  component of
the Profit Sharing and 401(k) Plans.  The 401(k)  component  remains  unchanged.
This plan  provides  that all  employees of Riviera Las Vegas and Riviera  Black
Hawk  employed in a plan year who  completed a minimum of one thousand  hours of
service in that year,  were employed  through  December 31 of that year, were at
least 21 years of age and were not covered by a collective  bargaining agreement
are eligible to  participate  in the plan. The ESOP provides that we will make a
contribution  to the  participants  of its Las Vegas and Black  Hawk  properties
relative to the economic performance of each property. For Riviera Las Vegas, we
will  make  a  contribution  equal  to 1% of  each  eligible  employee's  annual
compensation if a prescribed  annual operating results target is attained and an
additional  1%  thereof  for each $2  million  by which  operating  results  are
exceeded,  up to a maximum of 4% for 2000 and 5%  thereafter.  For Riviera Black
Hawk, we will make a contribution equal to 1% of each eligible employee's annual
compensation if a prescribed annual operating earnings target is attained and an
additional  1%  thereof  for each $1  million  by which  operating  results  are
exceeded, up to a maximum of 4% for 2000 and 5% thereafter. Under the ESOP, our
contribution will be made in cash which will be used to buy primarily our common
stock.

Incentive Compensation Programs

     Approximately 70 executives and other  significant employees at Riviera Las
Vegas  and 20 at  Riviera  Black  Hawk  participate  in  incentive  compensation
programs.  Participants in each of the two programs  receive an annual incentive
bonus based on  predetermined  financial  targets at each location being met. An
aggregate  of $0 and  $260,440,  respectively,  was awarded to  participants  at
Riviera Las Vegas and Black Hawk under these programs in the year ended December
31, 2002.

Deferred Compensation Plan

     On October 2, 2000, we adopted a Deferred Compensation Plan. The purpose of
this plan is to provide eligible  employees the opportunity to defer the receipt
of cash  compensation.  Participation in this  non-qualified  plan is limited to
highly  compensated  employees  who  receive  annual  compensation  of at  least
$100,000.  The deferred  funds are maintained on our books as  liabilities.  All
elections  to defer the receipt of  compensation  must be made no later than the
December  1st  preceding  each plan year to which the  election  relates and are
irrevocable  for the duration of such year.  Six of our executives are currently
participating in this plan.

Restricted Stock Plan

     On  October  2,  2000,  we  adopted  a  Restricted  Stock  Plan to  provide
incentives  to attract and retain highly  competent  persons as officers and key
employees by providing them  opportunities to receive  restricted  shares of our
Common  Stock.  Participants  will consist of such officers and key employees as
our Compensation  Committee  determines to be significantly  responsible for our
success and future  growth and  profitability.  Awards of  restricted  stock are
subject to such terms and  conditions as we determine to be  appropriate  at the
time of the grant,  including  restrictions on the sale or other  disposition of
such shares and the  provisions for the forfeiture of such shares for partial or
no  consideration  upon  termination  of  the  participant's  employment  within
specified  periods or under certain  conditions.  Mr.  Vannucci and Mr.  Grippe,
President  and  Executive  Vice  President,  respectively,  of our  wholly-owned
subsidiary,  ROC, are currently the only  participants  in the Restricted  Stock
Plan.

Salary Continuation Agreements

     Approximately 75 executive  officers and significant  employees  (excluding
Mr.  Westerman) of ROC have salary  continuation  agreements  effective  through
December 31, 2003,  pursuant to which each of such employees will be entitled to
receive (1) either six  months' or one year's  base  salary if their  employment
with us is  terminated,  without  cause,  within  12 or 24 months of a change of
control of us or ROC; and (2) group health  insurance  for periods of either one
or two years.  The base salary  payments are payable in  bi-weekly  installments
subject to the  employee's  duty to mitigate by using his or her best efforts to
find employment. As of December 31, 2002, the total amount that would be payable
under all such  agreements if all payment  obligations  were to be triggered was
approximately $6.0 million, including $1.4 million in benefits.

Compensation of Directors

     Messrs.  Silver, Harvey and DiVito (effective as of his appointment in June
2002) are each paid an annual fee of $50,000 for serving as a Director of us and
ROC. Each Director is also  reimbursed for expenses  incurred in connection with
attendance at meetings of the Board of Directors.

     On March 5, 1996 we adopted the Directors'  Option Plan, which was approved
by our  stockholders  on May 10, 1996.  Under the Directors'  Option Plan,  each
individual  elected,  re-elected or continuing as a  non-employee  director will
automatically receive a nonqualified stock option for 2,000 shares of our Common
Stock, with an exercise price equal to the fair market value of our Common Stock
on the date of grant.  50,000 shares have been  reserved for issuance  under the
Directors'  Option  Plan.  Options to purchase  2,000 shares at $13.50 per share
were granted to Mr. Barengo on May 12, 1997, options to purchase 2,000 shares at
$9.00 per share were granted to him on May 11, 1998,  options to purchase  2,000
shares at $4.88 per share  were  granted to him on May 10,  1999 and  options to
purchase 2,000 shares at $7.75 per share were granted to him on May 10, 2000. No
options have been granted to Mr. Barengo under the Directors'  Option Plan after
2000 due to his becoming an employee  effective January 1, 2001. Mr. Barengo was
granted options to purchase 7,500 shares at $6.00 per share and 10,000 shares at
$7.35 on August 7, 2001 and May 14,  2002,  respectively,  pursuant to our Stock
Option Plan. Mr. Barengo's compensation in 2002 was $125,000.

     Upon  becoming  a  Director,  Mr.  Silver  was  granted  options  under the
Directors'  Option Plan to purchase  2,000 shares at $7.05 per share on February
26, 2001. Mr. Silver was  subsequently  granted options to purchase 2,000 shares
at $6.55 per share on May 10, 2001 and 2,000 shares at $7.75 on May 10, 2002.

     Upon  becoming  a  Director,  Mr.  Harvey  was  granted  options  under the
Directors'  Option Plan to purchase  2,000  shares at $6.60 per share on May 18,
2001. Mr. Harvey was  subsequently  granted  options to purchase 2,000 shares at
$7.75 on May 10, 2002.

     Upon  becoming  a  Director,  Mr.  DiVito  was  granted  options  under the
Director's  Option Plan, to purchase 2,000 shares at $5.60 per share on July 12,
2002.

     Directors  who are also our or ROC's  officers or  employees do not receive
additional compensation for services as a Director. Currently, Messrs. Westerman
and Barengo are such Directors.

     Under  our  Stock  Compensation  Plan,  the  members  of  our  Compensation
Committee have the right to receive all or part of their annual fees in the form
of our Common  Stock  having a fair  market  value  equal to the amount of their
fees. Of the 50,000 shares  available under this plan, we issued 3,103 shares to
Mr. Barengo for a portion of his  director's  fees in 1996 and 877 shares to him
for a portion of his fees in 1997.

Compensation Committee Report on Executive Compensation

     The  Compensation  Committee  endeavors  to  ensure  that the  compensation
program for our executive  officers is effective in attracting and retaining key
executives responsible for our success of the Company and is tailored to promote
the  long-term  interests  of the Company and its  stockholders.  The  Company's
executive  officer  compensation  program in its last completed  fiscal year was
principally  comprised of base salary,  an  executive  incentive  plan, a 401(k)
plan,  a  profit-sharing  plan  (revised to provide  contributions  to ESOP) and
long-term  incentive  compensation  in the form of  incentive  stock  options or
non-qualified stock options, a deferred compensation plan and a restricted stock
plan.

     The  Compensation  Committee  takes into account  various  qualitative  and
quantitative  indicators of corporate and individual  performance in determining
the level and  composition of  compensation  for the Company's  Chief  Executive
Officer and his  recommendations  regarding  the other  executive  officers.  In
particular,  the Compensation  Committee considers several financial performance
measures,  including  revenue growth and net income.  However,  the Compensation
Committee   does  not  apply  any  specific   quantitative   formula  in  making
compensation  decisions.  The Committee also considers  achievements that, while
difficult to quantify,  are important to the Company's  long-term  success.  The
Compensation  Committee  seeks to create a  mutuality  of  interest  between the
executive  officers and the Company's  stockholders  by increasing the executive
officers' ownership of the Company's Common Stock through the Stock Option Plan,
ESOP, Deferred Compensation Plan and Restricted Stock Plan.

     Salary  levels  for the  Company's  executive  officers  are  significantly
influenced  by the need to attract  and retain  management  employees  with high
levels of  expertise.  In each case,  consideration  is given  both to  personal
factors,  such  as  the  individual's  experience,   responsibilities  and  work
performance,  and to  external  factors,  such as  salaries  paid by  comparable
companies in the gaming industry.  With regard to the latter, it is important to
recognize  that because of the opening of new  properties on the Las Vegas Strip
in 1998, 1999 and 2000 and the growth of riverboat and dockside  gaming,  Native
American  gaming  operations and the  proliferation  of  jurisdictions  in which
gaming is permitted,  the Company  competes with numerous other  companies for a
limited pool of experienced  and skilled  personnel.  Therefore,  it is critical
that the  Company  provide  base  salaries  that are  competitive  in the casino
industry. With respect to the personal factors, the Compensation Committee makes
salary decisions in an annual review based on the  recommendations  of the Chief
Executive   Officer.   This  annual   review   considers   the   decision-making
responsibilities of each position as well as the experience and work performance
of each  executive.  The Chief Executive  Officer views work  performance as the
single  most  important   measurement   factor.  As  a  baseline  measure,   the
Compensation  Committee  engaged the services of an independent CPA firm,  other
than Deloitte & Touche, LLP, which conducted a compensation survey of comparable
Las  Vegas  resorts.  The  CPA  firm  concluded  that  compensation  of  Company
executives was consistent with other members of the industry.

     The  compensation of Mr.  Westerman for the Company's last completed fiscal
year was set pursuant to the employment agreement described in the "Compensation
of Executive Officers" section.
<TABLE>
<CAPTION>

<S>                                           <C>                <C>
     Date:       February 28, 2003      Jeffrey A. Silver       Chairman
                                        Robert R. Barengo       Member
                                        Paul A. Harvey.         Member
                                        Vincent L. DiVito       Member
</TABLE>

Compensation Committee Interlocks And Insider Participation In Compensation
Decisions

     Mr. Silver is a shareholder in the law firm of Gordon & Silver,  Ltd. Which
has been engaged by the Company for various legal matters.  Mr. Barengo has been
an employee of Riviera Operating Corporation since January 1, 2001.

Performance Graph

     The  following  graph  compares the annual change in the  cumulative  total
return,  assuming reinvestment of dividends,  on the Company's Common Stock with
the annual  change in the  cumulative  total returns of the NASDAQ Broad Market,
the  American  Stock  Exchange  Index  (the  "AMEX  Index"),  the New York Stock
Exchange (the "NYSE") and the NASDAQ  Amusement and  Recreation  Services  Index
(the "NASDAQ 79xx"),  which we consider to be our peer industry group. The graph
assumes an investment of $100 on December 31, 1997, in each of our Common Stock,
the stocks  comprising the NASDAQ Broad Market,  the stocks  comprising the AMEX
Index and the stocks comprising the NASDAQ 79xx.

The graph is a Comparison of Cumulative Total Return Among us, NYSE/ AMEX/Nasdaq
Stock  Market (US  Companies)  and Nasdaq  stocks (SIC 7900 - 7999 US  Companies
amusement and recreation services) (1).
<TABLE>
<CAPTION>

                     Riviera           NYSE/AMEX/Nasdaq            Nasdaq
                                        U.S. Companies            (SIC 79xx)
                                                          US Amusement Companies

<S> <C>               <C>                  <C>                      <C>
 12/31/97             100.0                100.0                    100.0
 12/31/98              34.0                123.4                     86.5
 12/31/99              49.5                154.5                    111.2
 12/31/00              55.3                136.9                     94.0
 12/31/01              32.9                122.3                    109.6
 12/31/02              33.6                 97.1                     90.9

</TABLE>

(1) Comprised of companies whose stock is traded on the Nasdaq National Market
    and whose standard industrial classification is within 7900-7999.  We do not
    necessarily believe that this is an indication of the value of our stock.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

     The following table sets forth certain information regarding the beneficial
ownership of our Common  Stock as of April 25, 2003,  by (i) each person who, to
our knowledge of, beneficially owns more than 5% of our outstanding Common Stock
(based on reports filed with the  Securities and Exchange  Commission  under the
Securities Exchange Act of 1934, or upon information  furnished to us), (ii) our
directors  and  certain  of our  officers  and  (iii) all of our  directors  and
executive  officers as a group.  The percentage of our outstanding  Common Stock
represented by each named person's stock ownership  assumes the exercise by such
person of all stock  options that are  exerciseable  within 60 days of April 25,
2003,  but does not assume the exercise of stock  options by any other  persons.
The  percentage  of our  outstanding  common  stock  represented  by  the  stock
ownership  of all  executive  officers  and  directors  as a group  assumes  the
exercise of stock options by all members of that group,  but does not assume the
exercise of options by any persons outside of that group. Except as indicated in
the  footnotes  to the  table,  each  person  listed  below has sole  voting and
investment  power with respect to the shares set forth  opposite  such  person's
name.
<TABLE>
<CAPTION>

                            Shares Beneficially Owned

Name                                                  Number          Percentage

<S>                                                    <C>                <C>
William L. Westerman(1)(2)(3)                         673,628            18.7%
Robert R. Barengo(1)(4)                               129,906             3.6
Jeffrey A. Silver (1)(5)                                7,000               *
Paul A. Harvey(1)(6)                                    1,200               *
Vincent L. DiVito(1)                                        0               *
Robert A. Vannucci (1)(7)                             145,411             4.0
Ronald P. Johnson(1)(8)                               133,035             3.7
Duane R. Krohn(1)(9)                                  141,128             3.9
Jerome P. Grippe(1)(10)                                84,584             2.3
Tullio J. Marchionne(1)(11)                             9,426               *
Donald J. Trump(12)                                   358,000             9.9
Sun America Life Insurance Company(13)                345,900             9.6
Diversified Equity Ventures, LLC(14)                  320,000             8.9

Employee Stock Ownership Plan (ESOP) other than
shares allocated to executive officers and
directors(15)                                         325,981             9.0

All executive officers and directors as a group
including shares allocated to them under the
ESOP(3)(17)                                         1,651,298            43.2
</TABLE>

-------------------------------
*     Less than 1%.

(1)     The  address for each of our and ROC's directors and officers is c/o
        Riviera Holdings Corporation, 2901 Las Vegas Boulevard South, Las Vegas,
        Nevada 89109.
(2)     Includes 25,000 shares which may be acquired within 60 days of April 29,
        2003, upon the exercise of outstanding options.
(3)     Our articles of incorporation provide that no owner of our Common Stock
        may vote more than 15% of the total number of outstanding shares of our
        Common Stock, except under certain limited conditions or circumstances
        that do not apply to Mr. Westerman's stock ownership. Consequently, of
        the total number of shares of Common Stock that Mr. Westerman
        beneficially owns, as reported in the table above, he can only vote the
        shares that do not exceed 15% of our total outstanding shares as of the
        shareholder vote in question.  As of April 25, 2003, we had 3,606,155
        shares outstanding, excluding shares that may be acquired within 60 days
        through the exercise of stock options but that we have not issued. By
        way of example, as of that date, Mr. Westerman had the power to vote
        540,923 shares out of the 648,628 total shares that he beneficially
        owned and were actually outstanding on that date(excluding shares that
        he could acquire through the exercise of options) and all executive
        officers and directors as a group had the power to vote 1,328,843 shares
        out of 1,436,548 total shares that they beneficially owned and were
        actually outstanding on that date (excluding shares that they could
        acquire through the exercise of stock options).
(4)     Includes 17,550 shares which may be acquired within 60 days of April 29,
        2003, upon the exercise of outstanding options.
(5)     Includes 2,000 shares which may be acquired within 60 days of April 29,
        2003, upon the exercise of outstanding options.
(6)     Includes 1,200 shares which may be acquired within 60 days of April 29,
        2003, upon the exercise of outstanding options.
(7)     Includes 50,000 shares which may be acquired within 60 days of April 29,
        2003, upon the exercise of outstanding options,  60,277 shares under the
        our Restricted Stock Plan and 19,404 shares under our  Deferred
        Compensation Plan.
(8)     Includes 40,000 shares which may be acquired within 60 days of April 29,
        2003, upon the exercise of outstanding options and 29,435 shares under
        the our Deferred Compensation Plan.
(9)     Includes 40,000 shares which may be acquired within 60 days of April 29,
        2003, upon the exercise of outstanding options and 48,029 shares under
        the our Deferred Compensation Plan.
(10)    Includes 31,000 shares which may be acquired within 60 days of April 29,
        2003, upon the exercise of outstanding options, 8,217 shares under the
        our Restricted Stock Plan and 29,601 shares under the our Deferred
        Compensation Plan.
(11)    Includes 8,000 shares which may be acquired within 60 days of April 29,
        2003, upon the exercise of outstanding options.
(12)    The address for Donald J. Trump is 725 Fifth Avenue, New York, New York
        10022. Trump Hotels & Casino Resorts Holdings, L.P. ("THCR Holdings")
        has an option to purchase the shares of our Common Stock held  by Mr.
        Trump. Trump Hotels and Casino Resorts, Inc. ("THCR") is the sole
        general partner of THCR Holdings. Both of THCR  Holdings and THCR,
        therefore, may also be deemed the beneficial owner of those shares. The
        address for THCR Holdings and THCR is 1000 Boardwalk, Atlantic City, New
        Jersey 08401.
(13)    The address for SunAmerica Life Insurance Company ("SunAmerica") is One
        SunAmerica Center, Los Angeles, California 90067.
(14)    The address for Diversified Equity Ventures, LLC and its manager,
        Jeffrey P. Jacobs, is 1231 Main Avenue, Cleveland, Ohio 44113.
(15)    The Trustee of the ESOP and its address are Marshall & Ilsley Trust
        Company, 1000 North Water Street, Milwaukee, Wisconsin 53202.
(16)    Includes a total of 214,750 shares which may be acquired by directors
        and exective officers as a group within 60 days of April 25, 2003, upon
        the exercise of outstanding options.

     We are a party to a  registration  rights  agreement  with,  among  others,
SunAmerica,  which  owns more  than 5% of our  Common  Stock.  Each of the three
largest holders of Common Stock can require us to file a registration  statement
and  holders  of 51% or more of the shares of Common  Stock then  subject to the
equity  registration  rights  agreement can require us to file two  registration
statements,  registering  under the Securities Act, the offer and sale of Common
Stock owned by such persons.  All other holders of  registerable  shares will be
entitled  to have  shares of Common  Stock  owned by them  included  in any such
registrations. In addition, the agreement grants to each party the right to have
included,  subject to certain limitations,  all shares of our Common Stock owned
by such party in any  registration  statement  filed by us under the  Securities
Act. Pursuant to the agreement,  we will pay all costs and expenses,  other than
underwriting discounts and commissions,  in connection with the registration and
sale of Common Stock under the agreement.
<PAGE>
<TABLE>
<CAPTION>


                                   Equity Compensation Plan Information


                                                                                          Number of securities
                            Number of securities                                        remaining available for
                                 to be issued                     Weighted-average        future issuance under
                        upon exercise of outstanding options,    exercise price of      equity compensation plans
Plan Category                  warrants and rights              outstanding options,      (excluding securities
                                                                warrants and rights      reflected in column (a))
                                      (a)                               (b)                        (c)

<S>                                     <C>                            <C>                       <C>
Equity compensation        Employee Options: 555,000                  $6.32                     128,500
plans approved by
security holders .         Non Employee Director
                           Options:           24,000                  $7.12                      24,000

-----------------------------------------------------------------------------------------------------------------
Equity compensation
plans not approved                     0                                 0                      131,506
by security holders(1)
-----------------------------------------------------------------------------------------------------------------
           Total                    579,000                                                     284,006
(1) The shares are issuable under our Restricted Stock Plan, which is described
under "Excutive Compensation-Restricted Stock Plan."
</TABLE>




ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

              Jeffrey A. Silver is a  shareholder  in the law firm of Gordon &
Silver,  Ltd., which has been engaged by us for various legal matters.



                                            PART IV

Item 15.   Exhibits, Financial Statement Schedules and Reports on Form 8-K

           (a)(1)   List of Financial Statements

           The following Independent Auditors' Report and the consolidated
Financial Statements of the Company are incorporated by reference into this Item
15 of Form 10-K from Item 8 hereof:

         -        Independent Auditors' Report.
         -        Consolidated Balance Sheets as of December 31, 2002 and 2001.
         -        Consolidated Statements of Operations for the Years Ended
December 31, 2002, 2001 and 2000.
         -        Consolidated Statements of Stockholders' Equity (Deficiency)
for the Years Ended December 31, 2002, 2001 and 2000. - Consolidated Statements
of Cash Flows for the Years Ended December 31, 2002, 2001
              and 2000.
         -        Notes to Consolidated Financial Statements.

           (a)(2)   List of Financial Statement Schedules

           No financial statement schedules have been filed herewith since they
are either not required, are not applicable, or the required information is
shown in the consolidated financial statements or related notes.

           (a)(3)   List of Exhibits

           Exhibits required by Item 601 of Regulation S-K are listed in the
Exhibit Index herein, which information is in paragraph (c) of this Item 15.

(b) Reports on Form 8-K

     During the last quarter of 2002, the Company filed the following reports on
Form 8-K:

1. October 22, 2002 (filed  October 23,  2002) - Reporting  under Item 5 (Other
    Events) and Item 7 (Financial  Statements,  Pro Forma  Financial Information
    and Exhibits).  Summary financial information (unaudited) as of, and for the
    interim period ending on, September 30, 2002 was included in the filing.
2. October 24, 2002 (filed October 25, 2002) - Reporting under Item 5 (Other
    Events).
3. December 4, 2002 (filed December 5, 2002) - Reporting under Item 5 (Other
    Events)


(c) Exhibits













<PAGE>

                                  EXHIBIT INDEX

Exhibit                                Description
Number

3.1* Second Restated  Articles of  Incorporation of the Company (see Exhibit 3.1
     to  Registration  Statement  on Form  S-4  filed  with  the  Commission  on
     September 10, 1997, Commission File No. 0-21430)

3.2* Bylaws of the Company  (see Exhibit 3.2 to  Registration  Statement on Form
     S-4 filed with the  Commission on September 10, 1997,  Commission  File No.
     0-21430)

3.3* Articles of Incorporation of Riviera Operating Corporation (see Exhibit 3.3
     to  Registration  Statement  on Form  S-4  filed  with  the  Commission  on
     September 10, 1997, Commission File No. 0-21430)

3.4* Bylaws of Riviera  Operating  Corporation  (see Exhibit 3.4 to Registration
     Statement  on Form S-4 filed with the  Commission  on  September  10, 1997,
     Commission File No. 0-21430)

3.5* Articles of Incorporation of Riviera Gaming  Management,  Inc. (see Exhibit
     3.5 to  Registration  Statement  on Form S-4 filed with the  Commission  on
     September 10, 1997, Commission File No. 0-21430)

3.6* Bylaws of Riviera Gaming Management,  Inc. (see Exhibit 3.6 to Registration
     Statement  on Form S-4 filed with the  Commission  on  September  10, 1997,
     Commission File No. 0-21430)

3.7* Articles of Incorporation of Riviera Gaming Management-Elsinore,  Inc. (see
     Exhibit 3.7 to Registration Statement on Form S-4 filed with the Commission
     on September 10, 1997, Commission File No. 0-21430)

3.8* Bylaws of Riviera  Gaming  Management - Elsinore,  Inc. (see Exhibit 3.8 to
     Registration  Statement on Form S-4 filed with the  Commission on September
     10, 1997, Commission File No. 0-21430)

3.9* Articles of  Amendment to the Articles of  Incorporation  of Riviera  Black
     Hawk, Inc. (see Exhibit 3.01 to Amendment No. 1 to  Registration  Statement
     on Form S-4 filed by Riviera Black Hawk, Inc. with the Commission on August
     31, 1999, Commission File No. 333-81613)

3.10*Articles of  Incorporation of Riviera Black Hawk, Inc. (see Exhibit 3.02 to
     Amendment  No. 1 to  Registration  Statement  on Form S-4 filed by  Riviera
     Black Hawk,  Inc. with the Commission on August 31, 1999,  Commission  File
     No. 333-81613)

3.11*Bylaws of Riviera Black Hawk,  Inc. (see Exhibit 3.03 to Amendment No. 1 to
     Registration  Statement on Form S-4 filed by Riviera Black Hawk,  Inc. with
     the Commission on August 31, 1999, Commission File No. 333-81613)

4.1* Indenture dated as of June 26, 2002 among the Company, the Guarantors party
     thereto  and  The  Bank  of New  York,  as  trustee.  (see  Exhibit  4.1 to
     Registration  Statement on Form S-4 filed with the  Commission on August 9,
     2002, Commission File No. 333-97907)

4.2* Form of the  Company's  11%  Senior  Secured  Notes due 2010  (included  in
     Exhibit 4.1 to Registration Statement on Form S-4 filed with the Commission
     on August 9, 2002, Commission File No. 333-97907)
<PAGE>
10.1*Registration  Rights  Agreement dated as of June 26,  2002 by and among the
     Company,  the Guarantors party thereto,  and Jefferies & Company,  Inc.(see
     Exhibit  10.1  to  Registration  Statement  on  Form  S-4  filed  with  the
     Commission on August 9, 2002, Commission File No. 333-97907)

10.2*Purchase  Agreement dated June 19,  2002 among the Company,  the Guarantors
     party  thereto,  and  Jefferies  &  Company,  Inc.  (see  Exhibit  10.2  to
     Registration  Statement on Form S-4 filed with the  Commission on August 9,
     2002, Commission File No. 333-97907)

10.3*Amended and Restated Lease Agreement between Riviera Operating  Corporation
     and Mardi Gras Food Court,  Inc. dated March 15, 1998. (see Exhibit 10.3 to
     Registration  Statement on Form S-4 filed with the  Commission on August 9,
     2002, Commission File No. 333-97907)

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

10.5*Indemnity Agreement,  dated June 30, 1993, from Riviera,  Inc. and Meshulam
     Riklis in favor of the  Company  and  Riviera  Operating  Corporation  (see
     Exhibit  10.7  to  Registration  Statement  on  Form  S-1  filed  with  the
     Commission on August 11, 1993, Commission File No. 33-67206)

10.6*Equity  Registration  Rights  Agreement  dated  June 30,  1993,  among  the
     Company  and the  Holders  of  Registerable  Shares  (see  Exhibit  10.9 to
     Registration  Statement on Form S-1 filed with the Commission on August 11,
     1993, Commission File No. 33-67206)

10.7*Operating  Agreement  dated June 30, 1993,  between the Company and Riviera
     Operating Corporation (see Exhibit 10.15 to Registration  Statement on Form
     S-1 filed with the  Commission  on August  11,  1993,  Commission  File No.
     33-67206)

10.8*Adoption  Agreement  regarding  Profit  Sharing  and  401(k)  Plans  of the
     Company (see Exhibit 10.16 to Registration Statement on Form S-1 filed with
     the Commission on August 11, 1993, Commission File No. 33-67206)

10.9*Merrill  Lynch  Special  Prototype   Defined   Contribution  Plan  Adoption
     Agreement dated June 29,  1993, as amended through November 15,  1996. (see
     Exhibit  10.9  to  Registration  Statement  on  Form  S-4  filed  with  the
     Commission on August 9, 2002, Commission File No. 333-97907)

10.10*(A) Form of  Termination  Agreement  with the Company dated June 11, 2002.
     (see  Exhibit  10.10 to  Registration  Statement on Form S-4 filed with the
     Commission on August 9, 2002, Commission File No. 333-97907)

10.11*  Tax  Sharing   Agreement  between  the  Company  and  Riviera  Operating
     Corporation  dated June 30, 1993 (see Exhibit  10.24 to Amendment  No. 1 to
     Registration  Statement on Form S-1 filed with the Commission on August 19,
     1993, Commission File No. 33-67206)

10.12* Tax Sharing  Agreement  between the Company and Riviera Black Hawk,  Inc.
     dated March 31, 1999. (see Exhibit 10.12 to Registration  Statement on Form
     S-4  filed  with the  Commission  on August 9,  2002,  Commission  File No.
     333-97907)

10.13*(A) The Company's  1993  Employee  Stock Option Plan (see Exhibit 10.25 to
     Amendment  No.  1 to  Registration  Statement  on Form S-1  filed  with the
     Commission on August 19, 1993, Commission File No. 33-67206)

<PAGE>

10.14*(A) The Company's 1996 Non-Qualified Stock Option Plan. (see Exhibit 10.14
     to  Registration  Statement on Form S-4 filed with the Commission on August
     9, 2002, Commission File No. 333-97907)

10.15*(A) Employment  Agreement dated as of November 21, 1996 by and between the
     Company,  Riviera  Operating  Corporation  and  William L.  Westerman  (see
     Exhibit  10.31 to Form 10-K for the fiscal year ended  December  31,  1996,
     Commission File No. 0-21430)

10.16*(A)  Employment  Agreement  between  the  Company  and Robert A.  Vannucci
     effective  July 1, 1998 (see Exhibit  10.36 to Form 10-Q filed  November 6,
     1998)

10.17*(A)  Amendment to Employment  Agreement  between the Company and Robert A.
     Vannucci  effective  October 1, 2000 (see Exhibit  10.39 to Form 10-K filed
     March 23, 2001)

10.18*(A) Amendment to Employment  Agreement  between the Company and William L.
     Westerman  effective  January 1, 2001 (see Exhibit 10.40 to Form 10-K filed
     March 23, 2001)

10.19 (A)  Deferred  Compensation  Plan dated  November 1, 2000,  adopted by the
     Company on October 2, 2000 and amended by Unamimous Consent of Directors
     effective as of December 15, 2001

10.20 (A) Restricted Stock Plan dated January 2, 2001, adopted by the Company on
     October 2,  2000

10.21* Deed of Trust,  Assignment of Rents, Leases,  Fixture Filing and Security
     Agreement dated June 26,  2002,  executed by the Company for the benefit of
     The Bank of New York. (see Exhibit 10.21 to Registration  Statement on Form
     S-4  filed  with the  Commission  on August 9,  2002,  Commission  File No.
     333-97907)

10.22* Deed of Trust to Public Trustee,  Security Agreement,  Fixture Filing and
     Assignment of Rents,  Leases and Leasehold  Interests  dated as of June 26,
     2002, by Riviera Black Hawk,  Inc. for the benefit of The Bank of New York.
     (see  Exhibit  10.22 to  Registration  Statement on Form S-4 filed with the
     Commission on August 9, 2002, Commission File No. 333-97907)

10.23* Security Agreement dated June 26, 2002 by and among the Company,  Riviera
     Operating  Corporation,  Riviera Gaming  Management,  Inc.,  Riviera Gaming
     Management of Colorado,  Inc., Riviera Black Hawk, Inc, and The Bank of New
     York. (see Exhibit 10.23 to  Registration  Statement on Form S-4 filed with
     the Commission on August 9, 2002, Commission File No. 333-97907)

10.24* Assignment of Rents,  Leases and Leasehold Interests dated as of June 26,
     2002 by Riviera  Black Hawk,  Inc. for the benefit of The Bank of New York.
     (see  Exhibit  10.24 to  Registration  Statement on Form S-4 filed with the
     Commission on August 9, 2002, Commission File No. 333-97907)

10.25* Stock Pledge and Security Agreement dated June 26,  2002, executed by the
     Company.  (see Exhibit  10.25 to  Registration  Statement on Form S-4 filed
     with the Commission on August 9, 2002, Commission File No. 333-97907)

10.26* Stock Pledge and Security  Agreement  dated  June 26,  2002,  executed by
     Riviera Operating Corporation. (see Exhibit 10.26 to Registration Statement
     on Form S-4 filed with the  Commission on August 9, 2002,  Commission  File
     No. 333-97907)

10.27* Stock Pledge and Security  Agreement  dated  June 26,  2002,  executed by
     Riviera  Gaming  Management,   Inc.  (see  Exhibit  10.27  to  Registration
     Statement  on Form S-4  filed  with  the  Commission  on  August  9,  2002,
     Commission File No. 333-97907)



                                                39
<PAGE>


10.28*  Environmental  Indemnity  dated as of  June 26,  2002 by and  among  the
     Company and Riviera Black Hawk,  Inc., as indemnitors,  and The Bank of New
     York, as trustee. (see Exhibit 10.28 to Registration  Statement on Form S-4
     filed with the Commission on August 9, 2002, Commission File No. 333-97907)

10.29*  Environmental  Indemnity  dated as of  June 26,  2002 by and between the
     Company, as indemnitor,  and The Bank of New York, as trustee. (see Exhibit
     10.29 to  Registration  Statement on Form S-4 filed with the  Commission on
     August 9, 2002, Commission File No. 333-97907)

10.30* Loan and Security  Agreement  dated as of July 26,  2002 by and among the
     Company and the other Borrower  parties  thereto,  the  Guarantors  parties
     thereto  and  Foothill   Capital   Corporation.   (see  Exhibit   10.30  to
     Registration  Statement on Form S-4 filed with the  Commission on August 9,
     2002, Commission File No. 333-97907)

10.31* Intercreditor Agreement dated as of July 26, 2002 by and between The Bank
     of New York, as trustee,  and Foothill  Capital  Corporation.  (see Exhibit
     10.31 to  Registration  Statement on Form S-4 filed with the  Commission on
     August 9, 2002, Commission File No. 333-97907)

10.32* Fee Letter,  dated July 26,  2002,  issued by the Company,  Riviera Black
     Hawk,  Inc.  and  Riviera   Operating   Corporation  to  Foothill   Capital
     Corporation. (see Exhibit 10.32 to Registration Statement on Form S-4 filed
     with the Commission on August 9, 2002, Commission File No. 333-97907)

10.33* Intellectual Property Security Agreement dated as of July 26, 2002 by and
     between the Company and the other  Debtors  parties  thereto,  and Foothill
     Capital Corporation.  (see Exhibit 10.33 to Registration  Statement on Form
     S-4  filed  with the  Commission  on August 9,  2002,  Commission  File No.
     333-97907)

10.34* Deed of Trust,  Assignment of Rents, Leases,  Fixture Filing and Security
     Agreement dated July 26,  2002,  executed by the Company for the benefit of
     Foothill Capital Corporation.  (see Exhibit 10.34 to Registration Statement
     on Form S-4 filed with the  Commission on August 9, 2002,  Commission  File
     No. 333-97907)

10.35* Environmental  Indemnity dated July 26, 2002 from the Company in favor of
     Foothill Capital Corporation.  (see Exhibit 10.35 to Registration Statement
     on Form S-4 filed with the  Commission on August 9, 2002,  Commission  File
     No. 333-97907)

10.36* Continuing  Guaranty  dated July 26,  2002 by and among the Company,  the
     other Borrowers parties thereto and the Guarantors parties thereto in favor
     of  Foothill  Capital  Corporation.  (see  Exhibit  10.36  to  Registration
     Statement  on Form S-4  filed  with  the  Commission  on  August  9,  2002,
     Commission File No. 333-97907)

10.37* Subordination  Agreement dated July 26, 2002 by and among the Company and
     the  other  Creditors   parties  thereto  in  favor  of  Foothill   Capital
     Corporation. (see Exhibit 10.37 to Registration Statement on Form S-4 filed
     with the Commission on August 9, 2002, Commission File No. 333-97907)

10.38* Stock Pledge and Security Agreement dated July 26,  2002, executed by the
     Company.  (see Exhibit  10.38 to  Registration  Statement on Form S-4 filed
     with the Commission on August 9, 2002, Commission File No. 333-97907)


                `                               40
<PAGE>

10.39* Stock Pledge and Security  Agreement  dated  July 26,  2002,  executed by
     Riviera Operating Corporation. (see Exhibit 10.39 to Registration Statement
     on Form S-4 filed with the  Commission on August 9, 2002,  Commission  File
     No. 333-97907)

10.40* Stock Pledge and Security  Agreement  dated  July 26,  2002,  executed by
     Riviera  Gaming  Management,   Inc.  (see  Exhibit  10.40  to  Registration
     Statement  on Form S-4  filed  with  the  Commission  on  August  9,  2002,
     Commission File No. 333-97907)

10.41* Deed of Trust to Public Trustee,  Security Agreement,  Fixture Filing and
     Assignment of Rents,  Leases and Leasehold  Interests dated July 26,  2002,
     executed by Riviera  Black Hawk,  Inc. for the benefit of Foothill  Capital
     Corporation. (see Exhibit 10.41 to Registration Statement on Form S-4 filed
     with the Commission on August 9, 2002, Commission File No. 333-97907)

10.42* Environmental  Indemnity dated July 26, 2002 from the Company and Riviera
     Black Hawk,  Inc. in favor of Foothill  Capital  Corporation.  (see Exhibit
     10.42 to  Registration  Statement on Form S-4 filed with the  Commission on
     August 9, 2002, Commission File No. 333-97907)

10.43*(A)  The  Company's  Stock   Compensation  Plan.  (see  Exhibit  10.43  to
     Registration  Statement on Form S-4 filed with the  Commission on August 9,
     2002, Commission File No. 333-97907)

10.44*(A)Second Amendment to Employment Agreement between the Company and Robert
     Vannucci effective July 1, 2002.  (included in original filing of Form 10-K
     on March 17, 2003 prior to this Amendment No. 1)

10.45*(A)Third Amendment to Employment  Agreement between the Company and Robert
     Vannucci effective March 3, 2003.(included in original filing of Form 10-K
     on March 17, 2003 prior to this Amendment No. 1)

10.46(A) Trust under the Company's Deferred Compensation Plan dated November 1,
     2000, as amended May 8, 2001.

21.1*Subsidiaries of the Company.  (see Exhibit 21.1 to  Registration  Statement
     on Form S-4 filed with the  Commission on August 9, 2002,  Commission  File
     No. 333-97907)

99.1   Certification of Chief Executive Officer

99.2   Certification of Chief Financial Officer


* These are incorporated  herein by reference as exhibits hereto.  Following the
description  of each such  exhibit  is a  reference  to it as it  appeared  in a
specified  document  previously  filed with the Commission,  to which there have
been no amendments or changes.

(A)  Management contract or compensatory plan or arrangement





<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)

                                      April 29, 2003


           Pursuant to the requirements of the Securities Exchange Act of 1934,
this Amendment 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 29, 2003
------------------------      Executive Officer and President
William L. Westerman


/s/ DUANE R. KROHN            Treasurer (Principal Financial      April 29, 2003
------------------------      and Accounting Officer)
Duane R. Krohn

/s/ ROBERT R. BARENGO         Director                            April 29, 2003
------------------------
Robert R. Barengo

/s/ JEFFREY A. SILVER         Director                            April 29, 2003
------------------------
Jeffrey A. Silver

/s/ PAUL A. HARVEY            Director                            April 29, 2003
------------------------
Paul A. Harvey

/s/ VINCENT L. DIVITO         Director                            April 29, 2003
------------------------
Vincent L. Divito


<PAGE>


                                 CERTIFICATIONS



I, William L. Westerman, the Chief Executive Officer of Riviera Holdings
Corporation, certify that:

1. I have reviewed this first amended annual report on Form 10-K of Riviera
Holdings Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this annual report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.




Date: April 29, 2003



WILLIAM L. WESTERMAN
--------------------
William L. Westerman
Chairman of the Board and
Chief Executive Officer

<PAGE>



I, Duane R. Krohn, the Chief Financial Officer of Riviera Holdings Corporation,
certify that:

1. I have reviewed this first amended annual report on Form 10-K of Riviera
Holdings Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:


     a) designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this annual report is being
     prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

     a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and


6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: April 29, 2003


DUANE R. KROHN
----------------------------------
Duane R. Krohn Treasurer and
Chief Financial Officer