UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-K/A
                        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 For the fiscal year ended December 31, 2005
                                       OR

 [ ] TRANSITION REPORT PURSUANT TO SECTIONS 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                               (I.R.S. Employer
incorporation or organization)                              Identification No.)

2901 Las Vegas Boulevard South
Las Vegas, Nevada 89109                                             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 Registered
   ----------------------------      -----------------------------------------
   Common Stock, $.001 par value     American Stock Exchange

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 d
efined in Rule 405 of the Securities Act. YES       NO  X
                                              -----    ---------

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   X
                                                       -----    -----------

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. [ ]

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 ___   Accelerated filer   X   Non-accelerated filer ___
                                               -----

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).  YES ___ NO   X
                                             ---------

Based on the closing sale price of the registrant's common stock on the American
Stock Exchange on June 30, 2005, the aggregate market value of the common stock
held by non-affiliates of the registrant was approximately $206,500,000.

As of April 26, 2006 the number of outstanding shares of the registrant's common
stock was 12,454,755.

Documents incorporated by reference:  None.
    ====================================================================
                               Page 1 of 19 pages
                    Exhibit Index Appears on Page 19 hereof.


<PAGE>


                                EXPLANATORY NOTE

The purpose of this amendment is to (i) amend Part III, Items 11, 12, 13 and 14
in their entirety pursuant to General Instruction G.(3) to Form 10-K, (ii)
correct the dates of the Report of Independent Registered Public Accounting Firm
on Internal Controls Over Financial Reporting and the Report of Independent
Registered Public Accounting Firm on the Consolidated Financial Statements
(collectively, the "Accountants' Reports"), which accompanied the financial
statements in the Form 10-K filed on March 15, 2005, and (iii) file additional
exhibits and one corrected exhibit under Item 15. The Accountants' Reports are
being re-filed with no changes other than a corrected date (March 13, 2006
instead of March 14, 2006). For that reason, the accompanying financial
statements are also being re-filed, but they contain no changes from the
financial statements in the Form 10-K filed on March 15, 2006.

PART II

Item 8.    Financial Statements and Supplementary Data

           See Financial Statements in Part IV; Item 15(a).

PART III

Item 11.   Executive Compensation

         The following table presents a summary of the compensation we paid in
the years ended December 31, 2005, 2004 and 2003 to our and ROC's CEO, and to
our four other most highly compensated executive officers who received over
$100,000 in compensation from us during 2005 (collectively, the "Named Executive
Officers").
<TABLE>
<CAPTION>
                                                             Other
                                                             Annual         Restricted    All Other
               Name and                                     Compen-            Stock      Compen-
          Principal Position    Year  Salary($)   Bonus($)  sation ($)(1)(4) Awards ($)(7) sation ($)(2)
          ------------------    ----  ---------   --------  ----------        ----------   ----------

<S>                 <C>         <C>  <C>           <C>       <C>               <C>          <C>
William L. Westerman(6)         2005 $1,000,000    $ -       $295,293          $  -         $  1,283
Our Chairman of the Board       2004  1,000,000      -        446,178(3)          -            1,438
and CEO, CEO of ROC             2003  1,000,000      -        547,591(3)          -            1,438

Robert A. Vannucci              2005    300,000      -        103,500(5)       814,998         1,720
President and Chief Operating   2004    300,000   114,000     104,000(5)           -           1,720
Officer of ROC                  2003    300,000       -       103,000(5)           -           1,720


Duane R. Krohn (6)              2005    250,000    54,000        4,500         407,499(8)       1,438
Our Treasurer                   2004    250,000    57,000        4,000             -            1,438
and Executive Vice President of 2003    250,000       -          3,500             -            1,438
Finance and Treasurer of ROC


Ronald P. Johnson               2005    250,000    54,000        4,500         407,499          1,438
Executive Vice President of     2004    250,000    90,500        4,000            -             1,438
Gaming Operations of ROC        2003    250,000      -           3,500            -             1,438


Tullio J. Marchionne            2005    188,215    54,000        4,500         214,874           827
Our Secretary and Executive     2004    120,086    12,000        4,000            -              533
Vice President and Secretary    2003    142,732      -           3,000            -              451
of ROC
</TABLE>
                                        2
<PAGE>

(1)      Includes amounts that we contributed under our Profit Sharing and
         401(k) Plans. We contributed $4,500 for the account of each of the
         Named Executives Officers in 2005, $4,000 for the account of each of
         them in 2004 and $3,500 for the account of each of them in 2003.
(2)      Includes premiums that we paid for excess life insurance.
(3)      Includes the portion of the interest earned on Mr. Westerman's
         retirement account that exceeds the interest, which would have been
         earned if the interest rate had been 120% of the applicable federal
         long-term rate, with compounding, prescribed under Section 1274(d) of
         the Internal Revenue Code. Additional interest earned on Mr.
         Westerman's retirement account that is not reported in the above table
         amounted to $238,632 in 2005, $195,977 in 2004 and $210,095 in 2003.
(4)      In addition to the amounts reported in this column, each Named
         Executive Officer received perquisites and other personal benefits, the
         aggregate amount of which did not exceed the lesser of $50,000 or 10%
         of the total of such Named Executive Officer's annual Salary and Bonus
         reported in the table.
(5)      Includes a $100,000 cash award or award of stock under our Restricted
         Stock Plan pursuant to Mr. Vannucci's employment agreement. Mr.
         Vannucci has the choice of $25,000 in cash or $25,000 in stock per
         quarter. (See "Restricted Stock Plan" below for a summary of our
         Restricted Stock Plan.)
(6)      Mr. Krohn is retiring, effective May 2, 2006. Upon Mr. Krohn's
         retirement, Mr. Westerman will assume Mr. Krohn's positions on an
         interim basis, in addition to Mr. Westerman's current positions.
(7)      Includes shares of Common Stock granted under our Restricted Stock Plan
         in substitution for stock options that we were unable to grant. Mr.
         Vannucci received 60,000 shares; Mr. Krohn and Mr. Johnson each
         received 30,000 shares; and Mr. Marchionne received 19,500 shares.
         These shares are eligible for any dividends that we pay on our Common
         Stock, but we do not expect to pay any dividends in the foreseeable
         future. The dollar amounts reported in the table are based on the
         closing market price of our Common Stock on the date we awarded the
         restricted stock. Based on the closing market price of our Common stock
         on December 30, 2005, this restricted stock had an aggregate value of
         $2,286,405.
(8)      Upon Mr. Krohn's retirement on May 2,  2006,  $325,999 of the amount
         reported in the table (24,000 shares) will be forfeited.

Incentive Stock Option Plans and Stock Grants

         We granted no stock options in 2005. The information set forth below is
on an as-adjusted basis, giving effect to our March 11, 2005 three-for-one stock
split.

                                        3
<PAGE>
         In July 2003, we attempted to grant 385,500 options under our 1993
Employee Stock Option Plan (the "1993 Plan"). Subsequently, however, we
determined that the 1993 Plan had expired prior to those grants, which rendered
them null and void. Two executives to whom we attempted to grant options for a
total of 48,000 shares have since left our employment. On April 6, 2005, we
granted to 19 remaining executives a total of 337,500 shares of our Common Stock
under our Restricted Stock Plan (see "Restricted Stock Plan" below) in
substitution for the stock options that we had attempted to grant to them. Those
shares are subject to a five-year vesting schedule, vesting 20% each March 10,
commencing in 2006. The shares completely vest immediately upon death,
disability, retirement at or after age 62, termination of employment by the
Company other than for cause, events of hardship as approved by our Compensation
Committee or in the event of a change in control of the Company.

        Although the 1993 Plan has expired, some options granted under the 1993
Plan are still outstanding.

     Effective May 17, 2005, we implemented our 2005 Incentive Stock Option Plan
("Employee Plan"). We have allocated one million shares to the Employee Plan, in
which our officers and key  employees  are  eligible to  participate.  Our Stock
Option Committee has discretion as to whom Employee Plan Options will be granted
and the number of shares  allocated to each option  grant.  The option  exercise
price will be the closing  market price of our Common Stock (110% of the closing
market value in the case of an incentive option granted to an owner of more than
10% of our Common Stock) on the date of the option grant.  The options will vest
over four years, with 20% vesting on the date of grant, and an additional 20% on
each anniversary of the grant.

Option Exercises and Year-End Options Values

         There were no options exercised by directors or executive officers
during 2005. The following table presents information regarding the value at
December 31, 2005 of unexercised, in-the-money options held by the Named
Executive Officers.
<TABLE>
<CAPTION>
                    Number      Value          Number of        Value of Unexercised,
                   of Shares  Realized     Shares Underlying     In-The-Money Options(1)
                   Acquired               Unexercised Options
                      In                  Exer-        Unexer-     Exer-    Unexer-
       Name        Exercise             cisable       cisable    cisable    cisable
       ----        --------   --------  ----------   ---------- ----------- --------
<S>                    <C>      <C>       <C>            <C>      <C>         <C>
Robert A. Vannucci     0         N/A     120,000          0     $1,966,800    $0
Duane R.  Krohn        0         N/A       7,500          0     $  122,925    $0
Ronald P. Johnson      0         N/A      30,000          0     $  491,700    $0
Tullio J. Marchionne   0         N/A      36,000          0     $  590,040    $0
</TABLE>
(1)      The reported value is the difference between the closing market price
         of our Common Stock on December 30, 2005 and the exercise price of the
         options.
                                        4
<PAGE>

Employment Agreements

         William L. Westerman serves as our Chairman of the Board, President and
CEO, and as Chairman of the Board and CEO of ROC.

         Under Mr. Westerman's employment agreement, which was last amended on
July 15, 2003, he is employed for an indefinite period, subject to termination
by either Mr. Westerman upon at least 180 days written notice or by us upon at
least 90 days written notice. Mr. Westerman's base annual compensation is
$1,000,000. Under his amended employment agreement, Mr. Westerman is not
entitled to participate in our Senior Management Compensation Bonus Plan or any
other executive bonus plan.

         Mr. Westerman's employment agreement required us to fund a retirement
account for him. Pursuant to that agreement, we make no further principal
contributions to the retirement account subsequent to January 1, 2001 but the
account continues to accrue interest. The retirement account had a balance,
including accrued interest, of $4,122,703 as of December 31, 2005.

         We credit Mr. Westerman's retirement account quarterly with interest on
the first day of each succeeding calendar quarter in an amount equal to the
product of (1) our average borrowing cost for the immediately preceding fiscal
year, as determined by our Chief Financial Officer, and (2) the average
outstanding balance in the retirement account during the preceding calendar
quarter. At the recommendation of our Compensation Committee, in order to reduce
the amount that would be payable immediately upon Mr. Westerman's separation
from employment with us, Mr. Westerman and we agreed to the following cash
payments to him commencing April 1, 2003, and continuing on the first day of
each quarter thereafter: (1) a distribution of $250,000 from the principal
balance of his retirement account; and (2) the quarterly interest credited to
his retirement account one quarter in arrears. Total interest accrued to Mr.
Westerman's account in 2005 was $529,425; total interest accrued was $638,155 in
2004 and $754,186 in 2003.

         We retain beneficial ownership of Mr. Westerman's retirement account,
which is earmarked to pay his retirement benefits. However, upon (1) the vote of
a majority of the outstanding shares of our Common Stock approving a "Change of
Control" (as discussed directly 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
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 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 approved a merger agreement that
constituted a Change of Control under Mr. Westerman's employment agreement. On
March 5, 1998, Mr. Westerman exercised his right to require us to establish and
fund a Rabbi Trust for his benefit. On March 20, 1998, Mr. Westerman waived his
right to have us fund the Rabbi Trust in exchange for our agreement to fund it
within five business days after notice from him.

                                        5
<PAGE>

         If Mr. Westerman ceases to be employed by us (except for termination
for cause, in which case Mr. Westerman would forfeit all rights to monies in the
retirement account), he will be entitled to receive the amount in the retirement
account (principal and current interest) in 20 equal quarterly installments
commencing as of the date he ceases to be employed. 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 or termination (except for cause) or upon a change of control.

         Mr. Westerman's agreement also provides that for 24 months following
termination of employment for any reason except cause, Mr. Westerman shall not
engage in any activity, which is in competition with us within a 75 mile radius
from the location of any hotel or casino then operated by us. As consideration
for not competing, we will pay Mr. Westerman a total of $500,000 in two equal
annual installments of $250,000. The first installment will be payable within
five business days of termination of employment, with the second installment
payable on the first anniversary of termination.

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

         Mr. Vannucci serves as President of ROC under an employment agreement
that was last amended on March 24, 2003. Mr. Vannucci's base compensation is
$300,000 in cash and $100,000 in shares of our Common Stock under our Restricted
Stock Plan or cash, at his election.

         Mr. Vannucci's agreement provides that he is to receive $25,000 in
Common Stock based on our Common Stock's market value, or cash (at his election)
on the first business day of each quarter, plus Common Stock, based on market
value, or cash (at his election), equal to the amount of the award he receives
under our Incentive Compensation Program. Mr. Vannucci chose to receive $100,000
in cash in 2005 pursuant to these provisions. Mr. Vannucci is presently entitled
to rights of ownership with respect to shares he receives under our Restricted
Stock Plan, including the right to vote and receive dividends. Mr. Vannucci may
not, however, sell, assign, pledge, encumber or otherwise transfer any
restricted shares so long as we employ him, without our written consent. The
restrictions terminate and the shares become fully vested upon a change of
control (as defined) or upon Mr. Vannucci's termination of employment with us,
so long as such termination is not for cause. On December 27, 2002, holdings of
our Common Stock by Donald Trump and his related parties exceeded 10% of our
outstanding Common Stock, which constituted a change of control for purposes of
Mr. Vannucci's restricted shares. This triggered a release of the restrictions
on 164,526 shares held by Mr. Vanucci.

         Mr. Vannucci's employment agreement also entitles him to participate in
our Incentive Compensation Program in which he may receive an annual incentive
bonus, as discussed in "Incentive Compensation Program" below. Mr. Vannucci's
agreement further provides for an additional incentive award in his choice of
either Restricted Stock Plan shares or cash in an amount equal to his Incentive
Compensation Program award. Mr. Vannucci did not receive an Incentive
Compensation Program award for 2003 or 2005. For 2004 Mr. Vannucci received an
Incentive Compensation Program award of $57,000 cash, which entitled him to an
additional incentive award of $57,000, which he elected to receive in cash. Mr.
Vannucci's agreement automatically renews annually, subject to 120 days' prior
written notice by him or us.

                                        6
<PAGE>

Profit-Sharing and 401(k) Plans

         We have profit-sharing and 401(k) plans (the "Profit-Sharing and 401(k)
Plans") for employees who are at least 21 years of age and are not covered by a
collective bargaining agreement after one year of service.

         We may contribute to the 401(k) component of the Profit-Sharing and
401(k) Plans an amount not to exceed 25% of the first 8% of each participant's
compensation. We made contributions of $290,200, $302,882 and $220,900 for the
years ended December 31, 2005, 2004 and 2003, respectively. We also pay
administrative costs of the Profit-Sharing and 401(k) Plans, which are not
material.

         Prior to 2003, we suspended contributions to the profit-sharing
component of the Profit-Sharing and 401(k) Plans and we have substituted
contributions to an Employee Stock Ownership Plan (see "Employee Stock Ownership
Plan," directly below).

Employee Stock Ownership Plan

         We have an Employee Stock Ownership Plan ("ESOP"). The ESOP was
established effective January 1, 2000 to replace the profit-sharing contribution
component of the Profit-Sharing and 401(k) Plans. (The 401(k) component remains
unchanged.) The ESOP provides that all employees in the plan year who completed
a minimum of 1,000 hours of service in that year, were employed through December
31 of that plan year, were at least 21 years of age and were not covered by a
collective bargaining agreement are eligible to participate. We make
contributions for the ESOP's participants at our Las Vegas and Black Hawk
properties relative to the economic performance of each property. For Riviera
Las Vegas, we 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 that target is exceeded, up
to a maximum of 4% for 2005. For Riviera Black Hawk, we make a contribution
equal to 1% of each eligible employee's annual compensation if a prescribed
annual operating results target is attained, an additional 1% thereof for the
next $1.5 million by which that target is exceeded, and an additional 1% thereof
for each additional $2 million by which operating earnings targets are exceeded,
up to a maximum of 4% for 2005. Our ESOP contributions are made in cash, which
the ESOP trustee uses primarily to buy our Common Stock. For Riviera corporate
participants, we make a contribution equal to 1% of each eligible employee's
annual compensation if a prescribed annual operating earnings target is attained
an additional 1% for each $2 million by which operating earnings are exceeded,
up to a maximum of 2%. We contributed to the ESOP $125,974 in 2005, $899,253 in
2004 and $348,435 in 2003.

Incentive Compensation Program

         Approximately 89 executives and other significant employees participate
in our incentive compensation program. Participants are eligible to receive an
annual incentive bonus based on attainment of predetermined financial targets at
Riviera Las Vegas and Riviera Black Hawk and at an aggregate of both locations
for Riviera corporate employees.

         The employment position held by a participant determines the incentive
bonus award level to which that participant would be entitled if our
pre-determined financial targets are achieved. Our Chairman of the Board and CEO
has discretion to change the bonus level associated with any position.

                                        7
<PAGE>

         We recorded accrued awards of $556,892; $1,085,092; and $302,216 under
our Incentive Compensation Program for 2005, 2004 and 2003, respectively.

Deferred Compensation Plan

         We have a Deferred Compensation Plan that gives eligible employees the
opportunity to defer cash compensation. Participation in this plan is limited to
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 by December 1st preceding the plan year to
which the election relates and are irrevocable for the duration of such year.
Five of our executives currently participate in this plan.

Restricted Stock Plan

         We have a Restricted Stock Plan to attract and retain highly competent
persons as officers and key employees. Participants consist of such officers and
key employees as our Compensation Committee determines are significantly
responsible for our success and future growth and profitability. Awards of
Common Stock are subject to such terms and conditions as we determine are
appropriate at the time of the awards, including restrictions on the sale or
other disposition of such stock, a vesting schedule under which the restrictions
lapse, and provisions for the forfeiture of non-vested (i.e. restricted) stock
upon termination of the participant's employment within specified periods or
under certain conditions.

Salary Continuation Agreements

         Approximately 60 executive officers and certain other employees
(excluding Mr. Westerman and Mr. Vannucci) have salary continuation agreements
effective through December 2006, under which they would be entitled to receive
(1) either six months' or one year's salary if their employment with us is
terminated, without cause, within 12 or 24 months of a change of control of the
Company; and (2) group health insurance for periods of either one or two years.
The base salary payments would be made in biweekly installments, subject to the
employee's duty to mitigate by making best efforts to find other employment. In
addition, four officers and significant employees, including Mr. Krohn and Mr.
Marchionne, have salary continuation agreements effective through December 31,
2006, under which each of them would be entitled to receive two year's base
salary and certain benefits for two years if their employment is terminated
without cause within 24 months of a change of control of the Company. These four
salary continuation agreements are not subject to a duty to mitigate. Mr. Krohn
is retiring effective May 2, 2006, which will not entitle him to compensation
under his salary continuation agreement. As of April 20, 2006, the total amount
that would be payable under all such agreements if all payment obligations
(excluding obligations to Mr. Krohn) were triggered was approximately $5.9
million, including approximately $1.4 million in benefits.

Compensation of Directors

         Messrs. Silver, Harvey and Land are each paid an annual fee of $50,000
for services as a Director. Mr. DiVito is paid an annual fee of $75,000 for
services as a Director and as Chairman of our Audit Committee. Each Director is
also reimbursed for expenses incurred in connection with attendance at meetings
of the Board of Directors.

                                        8
<PAGE>

         In 1996 we adopted our Nonqualified Stock Option Plan for Non-Employee
Directors (the "1996 Plan"), which was approved by our stockholders and which
expired in 2003. Under the 1996 Plan, each individual elected, re-elected or
continuing as a non-employee Director would automatically receive options for
6,000 shares of our Common Stock (as adjusted for the 2005 stock split), with an
exercise price equal to the fair market value of our Common Stock on the date of
grant. In 2004 before we determined that the 1996 Plan had expired, we attempted
to grant options to our non-employee Directors for a total of 30,000 shares of
our Common Stock. Because of the prior expiration of the 1996 Plan, though,
those options were null and void. At our 2005 annual meeting, stockholders
approved the issuance of 30,000 shares of our Common Stock to our non-employee
Directors as substitute compensation for those options. Messrs Silver, Harvey
and DiVito each received 6,000 shares and Mr. Land received 12,000 shares of our
Common Stock.

         Also at our 2005 annual meeting, stockholders approved the 2005 Stock
Option Plan for Non-Employee Directors (the "Director Plan"). The Director Plan
provides that on each anniversary of the effective date of the Director Plan,
each individual elected, reelected or continuing as a non-employee Director will
receive a nonqualified stock option for 6,000 shares of our Common Stock with an
exercise price equal to the fair market value of our Common Stock on the date of
grant. These options vest at the rate of 20% per year commencing on the first
anniversary of the grant.

         Upon becoming a Director, Mr. Silver was granted options under the 1996
Plan to purchase 6,000 shares at $2.35 per share on February 26, 2001. Mr.
Silver was subsequently granted options to purchase 6,000 shares at $2.18 per
share on May 10, 2001, options to purchase 6,000 shares at $2.58 per share on
May 10, 2002 and options to purchase 6,000 shares at $1.87 per share on May 12,
2003.

         Upon becoming a Director, Mr. Harvey was granted options under the 1996
Plan to purchase 6,000 shares at $2.20 per share on May 18, 2001. Mr. Harvey was
subsequently granted options to purchase 6,000 shares at $2.58 per share on May
10, 2002 and 6,000 shares at $1.87 per share on May 12, 2003.

         Upon becoming a Director, Mr. DiVito was granted options under the 1996
Plan to purchase 6,000 shares at $1.87 per share on July 12, 2002. Mr. DiVito
was subsequently granted options to purchase 6,000 shares at $1.87 per share on
May 12, 2003.

         Directors who are also our officers or employees do not receive
additional compensation for services as a Director. Mr. Westerman is the only
such Director.

         Under our Stock Compensation Plan, our Directors who are 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 that we allocated to this plan,
46,020 remain available for issuance.

Compensation Committee Interlocks and Insider Participation
         Jeffrey A. Silver, a Director and Chairman of our Compensation
Committee, is a shareholder in the law firm of Gordon & Silver, Ltd., which we
have retained for various legal matters during our last fiscal year and in 2006.

                                        9
<PAGE>
Compensation Committee Report on Executive Compensation

         Our 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 and is tailored to promote our and our
stockholders' long-term interests. Our 2005 executive officer compensation
program was principally comprised of base salary, an Incentive Compensation
Program, a 401(k) plan, contributions to the ESOP, the Deferred Compensation
Plan and the Restricted Stock Plan.

         Our Compensation Committee takes into account various qualitative and
quantitative indicators of corporate and individual performance in determining
the level and composition of compensation for our CEO 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 Compensation
Committee also considers achievements that, while difficult to quantify, are
important to our long-term success. The Compensation Committee seeks to create a
mutuality of interest between our officers and our stockholders by increasing
the executive officers' ownership of our Common Stock through the ESOP, Deferred
Compensation Plan and Restricted Stock Plan. On March 10, 2005, due to the
expiration of the 1993 Plan, we adopted a new Employee Plan, to which we have
allocated 1,000,000 shares of our Common Stock and which was approved by our
stockholders at our 2005 Annual Meeting.

         Salary levels for our executive officers are significantly influenced
by the need to attract and retain management employees with high levels of
expertise. In each case, we consider personal factors, such as the individual's
experience, responsibilities and work performance, and 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 and expansion of existing properties on the Las Vegas Strip coupled
with the growth of riverboat and dockside gaming, Native American gaming
operations and the proliferation of jurisdictions in which gaming is permitted,
we compete with numerous other companies for a limited pool of experienced and
skilled personnel. Therefore, it is critical that we 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 our CEO. This annual review considers the decision-making
responsibilities of each position as well as the experience and work performance
of each executive. Our CEO views work performance as the single most important
measurement factor. As a baseline measure, in 2001 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 our executives was consistent with other
members of the industry.

         The compensation of Mr. Westerman for our last completed fiscal year
was set pursuant to the employment agreement described above in "Employment
Agreements."
<TABLE>
<CAPTION>

<S>                                           <C>                       <C>
         Date:    April 20, 2006          Jeffrey A. Silver         Chairman
                                          Paul A. Harvey            Member
                                          Vincent L. DiVito         Member
</TABLE>

                                        10
<PAGE>

         The following table compares the annual change in the cumulative total
return, assuming reinvestment of dividends, on our 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 table assumes an
investment of $100 on December 31, 2000, 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 table below is a Comparison of Cumulative Total Return Among the
Company, 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>
 12/31/00      111.8             88.7                   84.2
 12/31/01       66.5             79.2                   98.6
 12/31/02       67.8             62.9                   81.7
 12/31/03       84.9             82.9                  116.1
 12/31/04      651.0             93.1                  153.6
 12/30/05      690.1            111.3                  154.8
</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 believe that this necessarily is an indication of the value of our Common
Stock.

Item 12.   Security Ownership of Certain Beneficial Owners and
           Management and Related Stockholder Matters

         Our Common Stock is listed on the American Stock Exchange ("Amex"). The
following table contains information regarding the beneficial ownership of our
Common Stock as of April 20, 2006, by (1) each of our directors and executive
officers, (2) all of our directors and executive officers as a group and (3)
each person who, to our knowledge, beneficially owns more than 5% of our
outstanding Common Stock (based on reports filed with the Securities and
Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as
amended, or upon information furnished to us). 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 exercisable within 60 days
of April 20, 2006, 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 by all members of that group of their respective stock options that are
exercisable within 60 days of April 20, 2006, 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.


                                        11
<PAGE>
<TABLE>
<CAPTION>

                                                      Shares Beneficially Owned
                 Name                                     Number     Percentage

  Directors and Executive Officers:
<S>                   <C>   <C>                          <C>             <C>
  William L. Westerman(1)(2)(16)                         1,096,286       8.8%
  Jeffrey A. Silver (1)(3)                                  45,000         *
  Paul A. Harvey(1)(4)                                      24,000         *
  Vincent L. DiVito(1)(5)                                   19,000         *
  James N. Land, Jr. (1)                                    16,000         *
  Robert A. Vannucci (1)(6)                                390,607       3.1%
  Ronald P. Johnson(1)(7)                                  372,613       3.0%
  Duane R. Krohn (1) (8)                                   333,092       2.7%
  Tullio J. Marchionne(1)(9)                                60,271         *
  All directors and executive officers as a group(10)    2,356,869       18.6%

  Beneficial Owners of More Than 5% of Our Common
   Stock (other than Mr. Westerman):
  D.E. Shaw & Co., L.P. and related parties(11)          1,219,900       9.8%
  Plainfield Special Situations Master Fund Limited and
     related parties(12)                                 1,056,800       8.5%
  Galleon Management, L.L.C. and related parties(13)       830,000       6.7%
  Riviera Holdings Corporation Employee Stock Ownership
     Plan (ESOP)(14)                                       883,314       7.1%

  Flag Luxury Properties, LLC, Paul Kanavos and related
     parties (collectively, the "Flag Parties")(15)(16)    200,000       1.6%
  Brett Torino and related parties (collectively, the
     "Torino Parties")(15)(16)                             200,000       1.6%
  Barry Sternlicht and related parties (collectively, the
     "Sternlicht/Starwood Parties")(15)(16)                423,200       3.4%
  High Desert Gaming, LLC, Neil Bluhm, Greg Carlin and
     related parties (collectively, the "High
     Desert/Bluhm/Carlin Parties")(15)(16)                 375,300       3.0%
                                                           -------       ----
                    Total                                1,198,500       9.6%
</TABLE>


-------------------------------
o        Less than 1%.

(1)      The address for each director and executive  officer is c/o Riviera
         Holdings  Corporation,  2901 Las Vegas Boulevard South, Las Vegas,
         Nevada 89109.
(2)      Includes 4,566 shares held through our ESOP.
(3)      Includes  24,000  shares  which may be  acquired  within 60 days of
         April 20,  2006 upon the  exercise  of outstanding options.
(4)      Includes  18,000  shares  which may be  acquired  within 60 days of
         April 20,  2006 upon the  exercise  of outstanding options.
(5)      Includes  12,000  shares  which may be  acquired  within 60 days of
         April 20,  2006 upon the  exercise  of outstanding options.


                                        12
<PAGE>

(6)      Includes 120,000 shares which may be acquired within 60 days of April
         20, 2006 upon the exercise of outstanding options, 3,776 shares under
         our Deferred Compensation Plan and 5,302 shares held through our ESOP.
(7)      Includes 30,000 shares which may be acquired within 60 days of April
         20, 2006 upon the exercise of outstanding options, 82,470 shares under
         our Deferred Compensation Plan and 5,302 shares held through the ESOP.
(8)      Includes 5,559 shares under our Deferred Compensation Plan and 5,302
         shares held through the ESOP. Upon Mr. Krohn's retirement on May 2,
         2006, 24,000 shares of restricted Common Stock that are included in his
         stock ownership listing will be canceled.
(9)      Includes  36,000  shares  which may be  acquired  within 60 days of
         April 20,  2006 upon the  exercise  of outstanding options and 2,971
         shares held through the ESOP.
(10)     Includes a total of 240,000 shares which may be acquired by directors
         and executive officers as a group within 60 days of April 20, 2006 upon
         the exercise of outstanding options, 91,805 shares under our Deferred
         Compensation Plan and 23,442 shares held through the ESOP. Upon Mr.
         Krohn's retirement on May 2, 2006, 24,000 of his shares that are
         included in this listing will be canceled.
(11)     D.E. Shaw & Co., L.P. ("DESCO LP") acts as investment adviser to D. E.
         Shaw Laminar Portfolios, L.L.C. ("Laminar") and D.E. Shaw Valence
         Portfolios, L.L.C. ("Valence"). DESCO LP is also the managing member of
         Valence and D. E. Shaw Investment Management, L.L.C. ("DESIM LLC").
         D.E. Shaw & Co., L.L.C. ("DESCO LLC") acts as managing member to
         Laminar. D. E. Shaw & Co., Inc. ("DESCO Inc.") is the general partner
         of DESCO LP. D. E. Shaw & Co. II, Inc. ("DESCO II, Inc.") is the
         managing member of DESCO LLC. David E. Shaw is the president and sole
         shareholder of DESCO Inc. and DESCO II, Inc. The stock ownership
         reported in the table is comprised of 1,194,500 shares held in the name
         of Laminar; 25,200 shares held in the name of Valence; and 200 shares
         under the management of DESIM LLC. The address of all of the persons
         named above in this footnote is 120 West 45th Street, Floor 39, Tower
         45, New York, New York 10036. This information is based on information
         reported by Laminar, Valence, DESCO LLC, DESCO LP and Mr. Shaw in a
         Schedule 13D filed with the SEC on April 11, 2006.
(12)     Plainfield Asset Management LLC ("Asset Management") is the Manager of
         Plainfield Special Situations Master Fund Limited ("Master Fund"),
         which holds 1,056,800 shares. Max Holmes ("Holmes") is the chief
         investment officer of Asset Management. Each of Holmes and Asset
         Management may therefore be deemed a beneficial owner of the shares
         held by Master Fund. The address of Master Fund, Asset Management and
         Holmes is 55 Railroad Avenue, Greenwich, CT 06830. This information is
         based on information reported by Master Fund, Asset Management and
         Holmes in a Schedule 13G filed with the SEC on March 15, 2006.
(13)     Pursuant to the partnership agreement of Galleon Captains Partners,
         L.P., Galleon Healthcare Partners, L.P., Galleon Technology Partners
         II, L.P., Galleon Explorers Partners, L.P., and Galleon Communication
         Partners, L.P., Galleon Management, L.P. and Galleon Advisors, L.L.C.
         share all investment and voting power with respect to securities held
         by Galleon Captains Partners, L.P., Galleon Healthcare Partners, L.P.,
         Galleon Technology Partners, L.P., Galleon Explorers Partners, L.P.,
         and Galleon Communication Partners, L.P., and pursuant to an investment
         management agreement, Galleon Management, L.P. has all investment and
         voting power with respect to the securities held by Galleon Captains
         Offshore, Ltd., Galleon Healthcare Offshore, Ltd., Galleon Technology
         Offshore, Ltd., Galleon Communications Offshore, Ltd., Galleon
         Explorers Offshore, Ltd., Galleon Admirals Offshore, Ltd. and Galleon
         Buccaneers Offshore, Ltd. Raj Rajaratnam, as the managing member of
         Galleon Management, L.L.C., controls Galleon Management, L.L.C., which,
         as the general partner of Galleon Management, L.P., controls Galleon

                                        13

<PAGE>

         Management, L.P. Raj Rajaratnam, as the managing member of Galleon
         Advisors, L.L.C., also controls Galleon Advisors, L.L.C. The shares
         reported herein by Raj Rajaratnam, Galleon Management, L.P., Galleon
         Management, L.L.C., and Galleon Advisors, L.L.C. may be deemed
         beneficially owned as a result of the purchase of such shares by
         Galleon Captains Partners, L.P., Galleon Captains Offshore, Ltd.,
         Galleon Technology Partners II, L.P., Galleon Technology Offshore,
         Ltd., Galleon Healthcare Partners, L.P., Galleon Healthcare Offshore,
         Ltd., Galleon Explorers Partners, L.P., Galleon Explorers Offshore,
         Ltd., Galleon Communication Partners, L.P., Galleon Communication
         Offshore, Ltd., Galleon Admirals Offshore, Ltd. and Galleon Buccaneers
         Offshore, Ltd., as the case may be. Each of Raj Rajaratnam, Galleon
         Management, L.P., Galleon Management, L.L.C., and Galleon Advisors,
         L.L.C. disclaims beneficial ownership of the shares reported in the
         table, except to the extent of any pecuniary interest therein. The
         address of each of the persons named above, other than Galleon
         Management, L.P., is c/o Galleon Management, L.P., 135 East 57th
         Street, 16th Floor, New York, New York 10022. The address of Galleon
         Management, L.P. is 135 East 57th Street, 16th Floor, New York, New
         York 10022. This information is based on information reported by the
         above parties in Amendment No. 1 to Schedule 13G filed with the SEC on
         February 15, 2006.
(14)     The trustee of the ESOP (the "Trustee") and its address are Marshall &
         Ilsley Trust Company N.A., 1000 North Water Street, Suite 1200,
         Milwaukee, Wisconsin 53202. All of the shares held by the ESOP are
         voted on each proposal in proportion to the voting instructions
         received by the Trustee from all ESOP participants who submit voting
         instructions. For example, if (1) the ESOP holds 1,000 shares of our
         Common Stock, (2) the Trustee receives voting instructions from
         participants on whose behalf the ESOP holds only 500 shares, and (3)
         those participants, in the aggregate, instruct the Trustee to vote 300
         shares in favor of a proposal and 200 shares against it, then 600
         shares held by the ESOP will be voted for the proposal and 400 shares
         will be voted against it. Our Common Stock held by the ESOP on behalf
         of our executive officers is reported in the ESOP's Common Stock
         ownership listing as well as in the Common Stock ownership listings for
         the respective executive officers and for executive officers and
         directors as a group.
(15)     The following is based on information reported in a Schedule 13D and
         amendments thereto filed with the SEC, through April 6, 2006, jointly
         by the Flag Parties, the Torino Parties, the Sternlicht/Starwood
         Parties and the High Desert/Bluhm/Carlin Parties (collectively, the
         "Joint Filing Parties"):
               The Flag Parties consist of Flag Luxury Riv, LLC; Flag Luxury
         Properties, LLC; MJX Flag Associates, LLC; Flag Leisure Group, LLC;
         Sillerman Real Estate Ventures, LLC; Robert Sillerman; and Paul
         Kanavos. Each of the Flag Parties is deemed a beneficial owner of
         200,000 shares. The address of the Flag Parties is 650 Madison Ave.,
         New York, NY 10022.
               The Torino Parties consist of RH1, LLC; ONIROT Living Trust dated
         6/20/2000; and Brett Torino. Each of the Torino Parties is deemed a
         beneficial owner of 300,000 shares. The address of the Torino Parties
         is 4455 Wagon Trail Ave., Las Vegas NV 89118.
               The Sternlicht/Starwood Parties consist of Rivacq LLC; SOF U.S.
         Hotel Co-Invest Holdings, L.L.C.; SOF-VII U.S. Hotel Holdings, L.L.C.;
         I-1/I-2 U.S. Holdings, L.L.C.; Starwood Global Opportunity Fund VII-A,
         L.P.; Starwood Global Opportunity Fund VII-B, L.P.; Starwood U.S.
         Opportunity Fund VII-D, L.P.; Starwood U.S. Opportunity VII-D-2, L.P.;
         Starwood Capital Hospitality Fund I-1, L.P.; Starwood Capital
         Hospitality Fund I-2, L.P.; SCF-VII Management, L.L.C.; SCG Hotel
         Management, L.L.C.; Starwood Capital Group Global, LLC; and Barry
         Sternlicht. Each of the Sternlicht/Starwood Parties is deemed a
         beneficial owner of 300,000 shares, except Barry Sternlicht who
         beneficially owns 423,200 shares. The address of the
         Sternlicht/Starwood Parties, except Rivacq LLC, is 591 W. Putnam Ave.,
         Greenwich, CT 06830. The address of Rivacq LLC is One World Financial
         Center, New York, NY 10281.

                                        14

<PAGE>

               The High Desert/Bluhm/Carlin Parties consist of High Desert
         Gaming, LLC; LAMB Partners; LAMB, LLC; ISLE Investors, LLC ("ISLE");
         Greg Carlin; and Neil Bluhm. Each of the High Desert/Bluhm/Carlin
         Parties, except ISLE and Greg Carlin, is deemed a beneficial owner of
         300,000 shares. ISLE beneficially owns 75,300 shares and Greg Carlin
         beneficially owns 375,300 shares. The address of the High
         Desert/Bluhm/Carlin Parties, except LAMB, LLC, is 900 North Michigan
         Ave., Suite 1900, Chicago, IL 60611. The address of LAMB, LLC is 0223
         Placer Lane, Aspen, CO 81612, P.O. Box 2147.
(16)     Pursuant to a Stock Purchase Agreement, dated as of December 22, 2005
         (the "Westerman Agreement"), upon the issuance of the requisite
         approvals by Nevada gaming authorities, certain members of the Joint
         Filing Parties will have (i) the right or obligation to purchase
         substantially all of Mr. Westerman's shares of Common Stock and (ii) a
         proxy to vote or direct the voting of Mr. Westerman's shares of Common
         Stock in favor of an acquisition of the Company by members of the Joint
         Filing Parties (an "Acquisition Transaction"). Mr. Westerman is also
         obligated to vote his shares of Common Stock in favor of an Acquisition
         Transaction. Those shares are reported as beneficially owned by Mr.
         Westerman, not by the Joint Filing Parties. This information is based
         on the Westerman Agreement, as contained in an exhibit in a Schedule
         13D filed with the SEC by William L. Westerman on December 27, 2005 and
         in a Schedule 13D filed with the SEC by the Joint Filing Parties on
         December 28, 2005.

Item 13.   Certain Relationships and Related Transactions

           Jeffrey A. Silver, a Director and Chairman of our Compensation
Committee, is a shareholder in the law firm of Gordon & Silver, Ltd., which we
have retained for various legal matters during our last fiscal year and in 2006.

Item 14.   Principal Accountant Fees and Services

Audit Fees

         We were billed by our principal accountants, namely Deloitte & Touche
LLP, the member firms of Deloitte Touche, Tohmatsu and their respective
affiliates (collectively "Deloitte"), a total of $748,500 and $217,000 for
fiscal years 2005 and 2004, respectively, for their audit of our annual
consolidated financial statements, their review of our consolidated financial
statements in our quarterly reports on Form 10-Q and Sarbanes-Oxley Act
compliance.  The 2005 amount includes $221,500 for audit of our annual
consolidated financial statements including reviews of our Form 10-Q and
$527,000 for Sarbanes-Oxley Act compliance.

Audit-Related Fees

         We were billed $37,500 by Deloitte for benefit plan audits for the
fiscal year ended December 31, 2004 and $41,500 by Piercy Bowler Taylor and Kern
for benefit plan audits for the fiscal year ended December 31, 2005.

                                        15
<PAGE>

Tax Fees

         We were billed $117,000 and $61,000 by Deloitte for income tax services
for the fiscal years 2005 and 2004, respectively. Those services consisted of
preparation of federal and state income tax returns, related tax advice, and
mergers and acquisitions consulting services.

All Other Fees

         We were billed by Deloitte $0 and $4,800 for other professional
services in fiscal 2005 and 2004, respectively.

Audit Committee's Pre-Approval of Engagement

         Our policy is that before we engage our independent public accountants
annually to render audit or non-audit services, the engagement is reviewed and
approved by our Audit Committee. All of our independent public accountants'
services for which we paid audit-related fees or tax fees for 2005 and 2004, as
described above, were within the scope of the engagement that our Audit
Committee approved before we entered into the engagement.

PART IV

Item 15.   Exhibits and Financial Statement Schedules

         (a) (1)  List of Financial Statements

         The following is the list of Registered Public Accounting Firm Reports
           and the Consolidated Financial Statements of the Company:

-        Report of Independent Registered Public Accounting Firm on Internal
           Control Over Financial Reporting.
-        Report of Independent Registered Public Accounting Firm on the
           Consolidated Financial Statements.
-        Consolidated Balance Sheets as of December 31, 2005 and 2004.
-        Consolidated Statements of Operations for the Years Ended December 31,
           2005, 2004 and 2003.
-        Consolidated  Statements of Stockholders' Equity (Deficiency) for the
           Years Ended December 31,  2005, 2004 and 2003.
-        Consolidated Statements of Cash Flows for the Years Ended December 31,
           2005, 2004 and 2003.
-        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.

                                        16
<PAGE>

         (a) (3)  List of Exhibits

         The exhibits that are filed in this Form 10-K amendment are listed in
the Exhibit Index herein, which is incorporated by reference, and are in
addition to the exhibits in the Company's Form 10-K filed on March 15, 2006 (the
"Original Filing"), except for Exhibit Number 21.1 which replaces Exhibit Number
21.1 that was in the Original Filing.

         (b) The exhibits required by Item 601 of Regulation S-K are filed as
exhibits to this Form 10-K amendment. Such exhibits are in addition to those
included in the Original Filing, except for Exhibit Number 21.1 which replaces
Exhibit Number 21.1 that was in the Original Filing.


                                        17
<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 28, 2006


           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
<TABLE>
<CAPTION>


<S>                                   <C>                              <C>
/s/ WILLIAM L. WESTERMAN      Chairman of the Board, Chief        April 28, 2006
------------------------      Executive Officer and President
William L. Westerman

/s/ DUANE R. KROHN            Treasurer (Principal Financial      April 28, 2006
------------------------      and Accounting Officer)
Duane R. Krohn


/s/ JEFFREY A. SILVER         Director                            April 28, 2006
-----------------------
Jeffrey A. Silver


/s/ PAUL A. HARVEY            Director                            April 28, 2006
-----------------------
Paul A. Harvey


/s/ VINCENT L. DIVITO         Director                            April 28, 2006
-----------------------
Vincent L. DiVito


/s/ JAMES N. LAND, JR.        Director                            April 28, 2006
----------------------
James N. Land, Jr.
</TABLE>

                                        18

<PAGE>


                                  EXHIBIT INDEX

         The exhibits listed below and filed herein are in addition to the
exhibits listed and filed in the Original Filing, except for Exhibit Number 21.1
which replaces Exhibit Number 21.1 that was in the Original Filing.

Exhibit Number      Description
10.1(A)             Compensation arrangements for non-employee directors
10.2(A)             Criteria for Incentive Compensation Program awards
10.3(A)             Fourth Amendment to Employment Agreement between the Company
                    and Robert Vannucci, dated March 24, 2003
10.4                Amendment Numbers Four and Five to Loan and Security
                    Agreement, originally dated July 26, 2002, by and among the
                    Company and the other borrowers thereto, the Guarantors
                    party thereto and Foothill Capital Corporation
21.1                Subsidiaries of Riviera Holdings Corporation
23.1                Consent of Deloitte & Touche LLP, Independent Registered
                    Public Accounting Firm
31.1                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)
32.1                Certification of the Principal Executive Officer of the
                    Registrant pursuant to Exchange Act Rule 13a-14(b) and 18
                    U.S.C. 1350
32.2                Certification of the Principal Financial Officer of the
                    Registrant pursuant to Exchange Act Rule 13a-14(b) and 18
                    U.S.C. 1350

(A) Management contract or compensatory plan or arrangement.

                                        19

<PAGE>

      Riviera Holdings Corporation
       Consolidated Financial Statements for the Years Ended December 31,
       2005, 2004 and 2003 and Reports of Independent Registered Public
       Accounting Firm


<PAGE>


RIVIERA HOLDINGS CORPORATION

TABLE OF CONTENTS
-------------------------------------------------------------------------------




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROLS
   OVER FINANCIAL REPORTING

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON THE CONSOLIDATED
   FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS:

   Balance Sheets as of December 31, 2005 and 2004

   Statements of Operations for the Years Ended December 31, 2005, 2004 and 2003

   Statements of Stockholders' Deficiency for the Years Ended
     December 31, 2005, 2004 and 2003

   Statements of Cash Flows for the Years Ended December 31, 2005, 2004 and 2003

   Notes to Consolidated Financial Statements







<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders and Board of Directors of
Riviera Holdings Corporation
Las Vegas, Nevada

We have audited management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting, that Riviera
Holdings Corporation and subsidiaries (the "Company") maintained effective
internal control over financial reporting as of December 31, 2005, based on
criteria established in Internal Control--Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. The Company's
management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management's assessment and an opinion on the effectiveness of the Company's
internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by,
or under the supervision of, the company's principal executive and principal
financial officers, or persons performing similar functions, and effected by the
company's board of directors, management, and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.


                                        F-1
<PAGE>

Because of the inherent limitations of internal control over financial
reporting, including the possibility of collusion or improper management
override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of
the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

In our opinion, management's assessment that the Company maintained effective
internal control over financial reporting as of December 31, 2005, is fairly
stated, in all material respects, based on the criteria established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Also in our opinion, the Company
maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2005, based on the criteria established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets as
of December 31, 2005 and 2004, and the related consolidated statements of
operations, stockholders' deficiency, and cash flows for each of the three years
in the period ended December 31, 2005 of the Company and our report dated March
13, 2006 expressed an unqualified opinion on those financial statements.


/s/ Deloitte & Touche LLP

Las Vegas, Nevada

March 13, 2006


                                        F-2
<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of
Riviera Holdings Corporation
Las Vegas, Nevada

We have audited the accompanying consolidated balance sheets of Riviera Holdings
Corporation and subsidiaries (the "Company") as of December 31, 2005 and 2004,
and the related consolidated statements of operations, stockholders' deficiency,
and cash flows for each of the three years in the period ended December 31,
2005. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Riviera Holdings Corporation and
subsidiaries as of December 31, 2005 and 2004, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2005, in conformity with accounting principles generally accepted
in the United States of America.

We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of the Company's
internal control over financial reporting as of December 31, 2005, based on the
criteria established in Internal Control--Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report
dated March 13, 2006, expressed an unqualified opinion on management's
assessment of the effectiveness of the Company's internal control over financial
reporting and an unqualified opinion on the effectiveness of the Company's
internal control over financial reporting.


/s/ Deloitte & Touche LLP

Las Vegas, Nevada

March 13, 2006



                                        F-3
<PAGE>
<TABLE>
<CAPTION>
RIVIERA HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2005 AND 2004
(In Thousands)
------------------------------------------------------------------------------

ASSETS                                               2005             2004

CURRENT ASSETS:
<S>                                                <C>               <C>
  Cash and cash equivalents                        $ 20,571          $ 18,886
  Accounts receivable net                             3,544             3,898
  Inventories                                         2,485             2,047
  Prepaid expenses                                    4,197             4,101
                                                     ------            ------
           Total current assets                      30,797            28,932

PROPERTY AND EQUIPMENT Net                          171,130           177,115

OTHER ASSETS                                          7,396             9,043

DEFERRED INCOME TAXES                                 2,446             2,446
                                                    -------           -------
           Total assets                           $ 211,769         $ 217,536
                                                  =========           =======
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
  Current portion of long-term debt                   $ 824           $ 1,441
  Current portion of obligation to officers           1,000             1,000
  Accounts payable                                   10,133             8,872
  Accrued interest                                    1,087             1,089
  Accrued expenses                                   12,261            15,197
                                                     ------            ------
           Total current liabilities                 25,305            27,599

LONG-TERM DEBT - Net of current portion             214,607           215,026

OBLIGATION TO OFFICERS - Net of current portion       3,126             4,203
                                                    -------           -------
            Total liabilities                       243,038           246,828

COMMITMENTS AND CONTINGENCIES (Note 11)

STOCKHOLDERS' EQUITY (DEFICIENCY):
  Common stock, $.001 par value 60,000,000
    shares authorized; 17,082,324
    and 16,548,324 shares issued at
    December 31, 2005 and 2004, respectively             17                16
  Additional paid-in capital                         20,886            15,692
  Deferred compensation - restricted stock           (3,585)
  Treasury stock, 4,859,091 and 5,047,074
   shares at December 31, 2005 and
   2004, respectively                               (10,047)          (10,459)
  Deficit                                           (38,540)          (34,541)
                                                    -------           --------
           Total stockholders' deficiency           (31,269)          (29,292)
                                                    -------           --------
           Total liabilities and
              stockholders' deficiency             $ 211,769         $ 217,536
                                                    ========           =======
See notes to consolidated financial statements.
</TABLE>

                                        F-4

<PAGE>
<TABLE>
<CAPTION>
RIVIERA HOLDINGS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
(In Thousands, Except Per Share Amounts)
------------------------------------------------------------------------------

                                                    2005        2004      2003
REVENUES:
<S>                                                 <C>         <C>       <C>
  Casino                                         $ 108,130   $ 110,461 $ 105,736
  Rooms                                             52,021      46,925    44,312
  Food and beverage                                 34,132      34,123    32,584
  Entertainment                                     17,371      20,767    18,641
  Other                                              8,312       8,243     7,872
                                                   -------     -------   -------
          Total revenues                           219,966     220,519   209,145
  Less promotional allowances                       17,739      19,169    18,986
                                                   -------     -------   -------
          Net revenues                             202,227     201,350   190,159
                                                   =======     =======   =======
COSTS AND EXPENSES:
  Direct costs and expenses of operating
       departments:
    Casino                                          56,092      54,530    56,273
    Rooms                                           27,133      25,987    24,704
    Food and beverage                               24,645      23,675    22,220
    Entertainment                                   13,214      14,066    12,160
    Other                                            2,906       2,836     2,761
  Other operating expenses:
    General and administrative
         Equity compensation                        1,627
         Sarbanes-oxley                             1,233
         Other general and administrative,         38,211      40,252    40,565
    Mergers, acquisitions and development costs,     (65)       1,193     2,365
    Asset impairment                                  777
    Depreciation and amortization                  14,065       13,852    16,211
                                                  -------      -------   -------
         Total costs and expenses                 179,838      176,391   177,259
                                                  -------      -------   -------
INCOME FROM OPERATIONS                             22,389       24,959    12,900
                                                  -------      -------   -------
OTHER (EXPENSE) INCOME:
  Interest expense, including related
     party interest of $517,929,
     $638,154 and $758,686 in 2005,
     2004 and 2005, respectively                  (26,608)    (27,079)  (27,380)
  Interest income                                     220          34        27
                                                  -------     -------    -------
          Total other expense                     (26,388)    (27,045)  (27,353)
                                                  -------     -------    -------
NET LOSS                                         $ (3,999)   $ (2,086)$ (14,453)
                                                 ========    ========  =========
EARNINGS PER SHARE DATA Loss per share,
       basic and diluted                         $ (0.34)    $ (0.20)  $ (1.39)
                                                 ========    ========  =========
  Weighted-average common and common
       equivalent shares                          11,833      10,671    10,422
                                                 ========    ========  =========
See notes to consolidated financial statements.
</TABLE>

                                        F-5

<PAGE>
<TABLE>
<CAPTION>
RIVIERA HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
(Dollars In Thousands)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                   Deferred
                                                      Additional Compensation Retained
                                       Common Stock    Paid-In   Restricted   Earnings        Treasury Stock
                                   ------------------  Capital     Stock      (Deficit)  -------------------------
                                     Shares     Amount --------------------------------    Shares         Amount     Total


<S>             <C>                 <C>         <C>   <C>          <C>           <C>         <C>             <C>        <C>
BALANCE January 1, 2003             15,407,319  $ 15  $13,628        -        $(18,002)   (5,058,762)     $(11,313)  $(15,672)

  Purchase of treasury stock
     deferred compensation trust                                                              (5,109)           (7)        (7)
  Stock issued under executive
     option plan                        75,000     -       70                                                              70
  Issuance of restricted stock          16,305     -       25                                                              25
  Net loss                                                                     (14,453)                                (14,453)
                                     ---------    --    -----     -------      --------    -----------     --------   ---------
BALANCE December 31, 2003            15,498,624   15   13,723                  (32,455)    (5,063,871)     (11,320)    (30,037)

  Stock issued under executive
     option plan                      1,048,500    1    2,167                                                            2,168
  Distribution of treasury stock
     deferred compensation trust                                                              16,707            37          37
  Other                                  1,200     -     (198)                                    90           824         626
  Net loss                                                                       (2,086)                                 (2,086)
                                     ----------  ---- -------      -------      --------   -----------      --------   ---------
BALANCE December 31, 2004           16,548,324    16   15,692                   (34,541)   (5,047,074)      (10,459)    (29,292)

  Stock Option Expense                                     60                                                                60
  Stock issued under executive
      option plan                      166,500     1      395                                                               396
  Issuance of deferred compensation-
      Resticted Stock                  367,500     -    5,151      (5,151)                                                    -
  Amortization of deferred compensation-
      Resticted Stock                                               1,566                                                 1,566
  Distribution of treasury stock
      - deferred compensation                            (412)                                 187,983         412            -
  Net loss                                                                       (3,999)                                 (3,999)
                                     -----------  --- -------     --------     ---------    ----------    --------     ----------
BALANCE December 31, 2005            17,082,324 $ 17  $20,886     $(3,585)     $(38,540)    (4,859,091)   $(10,047)    $(31,269)
                                     ==========   ==  =======     =========    ==========   ==========    ========     ==========

</TABLE>

See notes to consolidated financial statements.

                                        F-6

<PAGE>
<TABLE>
<CAPTION>
RIVIERA HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
(In Thousands)
-------------------------------------------------------------------------------


                                                    2005       2004      2003

OPERATING ACTIVITIES:
<S>                                                 <C>       <C>       <C>
  Net loss                                        $ (3,999) $ (2,086) $(14,453)
  Adjustments to reconcile net loss to net
      cash provided by operating activities:
    Depreciation and amortization                   14,065    13,852    16,211
    Write off of development and project cost                  1,193     1,667
    Amortization of deferred compensation -
      restricted stock                               1,566
    Amortization of deferred compensation -
      stock options                                     60
    Provision for bad debts                            243       (49)      441
    Amortization of deferred loan fees               2,000     2,056     2,161
    Increase in operating (assets) and liabilities:
      Accounts receivable net                          111      (859)      579
      Inventories                                     (438)      (21)     (202)
      Prepaid expenses and other assets                (96)   (1,100)      967
      Accounts payable                               1,261       800      (266)
      Accrued expenses                              (2,936)      326      (706)
      Deferred compensation  plan obligation           (48)     (691)       29
      Deferred tax asset                                                   517
      Obligation to officers                        (1,000)   (1,000)     (750)
                                                    -------   -------    ------
         Net cash provided by operating activities  10,789    12,421     6,195
                                                    -------   ------     ------
INVESTING ACTIVITIES:
  Capital expenditures for property and equipment
          Las Vegas                                 (5,240)   (7,169)   (6,531)
  Capital expenditures for property and equipment
          Black Hawk                                (3,038)   (3,477)   (1,712)
  Decrease (increase) in other assets                  219       557       (12)
                                                     ------  -------     ------
           Net cash used in investing activities    (8,059)  (10,089)   (8,255)
                                                     ------  -------     ------
                                                                     (Continued)
</TABLE>

                                        F-7
<PAGE>
<TABLE>
<CAPTION>
RIVIERA HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
(In Thousands)
--------------------------------------------------------------------------------


                                                      2005       2004       2003

FINANCING ACTIVITIES:
<S>                                                    <C>       <C>       <C>
  Proceeds from long-term borrowings                  $         $ 316    $ 2,786
  Draw on (repayment) of Foothill line of credit               (2,000)     2,000
  Repayments on long-term borrowings                 (1,440)   (3,937)    (3,690)
  Exercise of employee stock options                    395     2,168         70
  Other                                                           663         18
                                                     -------    ------   -------
   Net cash provided by (used in)
      financing activities                           (1,045)    (2,790)    1,184
                                                    --------    -------  -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      1,685       (458)    (876)

CASH AND CASH EQUIVALENTS Beginning of year          18,886     19,344    20,220
                                                     ------     ------    ------
CASH AND CASH EQUIVALENTS End of year              $ 20,571   $ 18,886  $ 19,344
                                                     ======    =======   =======

SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING AND
INVESTING ACTIVITIES:
  Property acquired with accounts payable-
      Las Vegas, Nevada                              $ 406     $ 331      $ 191
                                                     =====      ====      =====
  Property acquired with debt Las Vegas, Nevada       $ -      $ 325    $ 2,786
                                                     =====     =====     ======
  Property acquired with accounts payable-
      Black Hawk, Colorado                            $ 53     $ 354      $ 197
                                                     =====    ======     ======
  Cash interest paid                              $ 24,608  $ 25,023   $ 25,219
                                                   =======   =======    =======

See notes to consolidated financial statements.                    (Concluded)
</TABLE>

                                        F-8

<PAGE>


RIVIERA HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
-------------------------------------------------------------------------------


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Nature of Operations--Riviera Holdings Corporation and its wholly-owned
      subsidiaries (together, the "Company") own and operate the Riviera Hotel &
      Casino ("Riviera Las Vegas") on the Strip in Las Vegas, Nevada and the
      Riviera Black Hawk Casino ("Riviera Black Hawk") in Black Hawk, Colorado.

      Riviera Las Vegas is located on the Las Vegas Strip, at 2901 Las Vegas
      Boulevard South, Las Vegas, Nevada and occupies approximately 26 acres.
      The buildings comprise approximately 1.8 million square feet, including
      110,000 square feet of casino space, a 160,000 square-foot convention,
      meeting and banquet facility, 2,100 hotel rooms (including 169 luxury
      suites) in five towers, three restaurants including a buffet and barbeque,
      four showrooms, a lounge and approximately 2,300 parking spaces. In
      addition, executive and other offices for Riviera Las Vegas are located on
      the property. There are approximately 35 food and retail concessions
      operated under individual leases with third parties. The leases are for
      periods from one year to ten years and expire over the next five years.

      Riviera Black Hawk is located on 1.63 acres of land at 400 Main Street,
      Black Hawk, Colorado. The buildings include approximately 325,000 square
      feet and comprise 32,000 square feet of gaming space, parking for
      approximately 520 vehicles (substantially all of which are covered), a
      252-seat buffet, two bars and an entertainment center with seating for
      approximately 400 people.

      The Company's operations are subject to extensive regulation in the states
      of Nevada and Colorado by the respective Gaming Control Boards and various
      other state and local regulatory agencies. Management believes that the
      Company's procedures comply, in all material respects, with the applicable
      regulations for supervising casino operations, recording casino and other
      revenues, and granting credit.

      Principles of Consolidation--The consolidated financial statements include
      the accounts of Riviera Holdings Corporation and its wholly-owned
      subsidiaries. All material intercompany accounts and transactions have
      been eliminated.

      Cash Equivalents--All highly liquid investment securities with maturity of
      three months or less when acquired are considered to be cash equivalents.

      Securities classified as cash equivalents consist of short term investment
      and money market accounts (all with original maturities of 90 days or
      less) and had a value of $4,614,235 and $4,816,748 at December 31, 2005
      and 2004, respectively.

                                        F-9
<PAGE>

      Inventories--Inventories consist primarily of food, beverage, gift shop,
      and promotional items and are stated at the lower of cost (determined on a
      first-in, first-out basis) or market.

      Property and Equipment--Property and equipment are stated at cost, and
      capitalized lease assets are stated at the present value of future minimum
      lease payments at the date of lease inception. Depreciation is computed
      primarily by the straight-line method over the shorter of the estimated
      useful lives or lease terms, if applicable, of the related assets, which
      lives range from three years for certain equipment to 40 years for
      buildings.

      The Company periodically assesses the recoverability of property and
      equipment and evaluates such assets for impairment whenever events or
      circumstances indicate that the carrying amount of an asset may not be
      recoverable. Asset impairment is determined to exist if estimated future
      cash flows, undiscounted and without interest charges, are less than the
      carrying amount.

      Other Assets--Other assets include deferred bond offering costs and
      commissions, which are amortized over the life of the debt using the
      "interest method". Such amortized costs are included in interest expense.

      Stock-Based Compensation--As of December 31, 2005, the Company has five
      active stock-based compensation plans and two expired stock-based
      compensation plans. The effect of stock options in the income statement is
      reported in accordance with Accounting Principles Board ("APB") Opinion
      No. 25, Accounting for Stock Issued to Employees, and related
      interpretations. The Company has adopted the disclosure-only provisions of
      Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting
      for Stock-Based Compensation. as amended by SFAS No. 148, Accounting for
      Stock-Based Compensation--Transition and Disclosure. Accordingly, no
      compensation cost has been recognized for unissued stock options in the
      stock option plan, as all options granted had an exercise price equal to
      the market value of the underlying common stock on the date of grant.
      Under the non-employee stock compensation plan the Company shall at the
      discretion of the non-employee directors serving on the Company's
      Compensation Committee, issue shares of Company common stock to those
      directors in lieu of cash compensation. The amount of shares issued under
      this plan equals the market value of the shares on the normal director
      compensation date.

      Had compensation cost for the Company's stock option plans been determined
      based on the fair value at the date of grant for awards consistent with
      the provisions of SFAS No. 123 (using the grant date fair value method
      value method), the Company's net loss and pro forma net loss per common
      share and common share equivalent would have been increased to the pro
      forma amounts indicated below at December 31 (in thousands, except per
      share amounts):

                                        F-10
<PAGE>

<TABLE>
<CAPTION>
                                                      2005      2004    2003

<S>                                                 <C>       <C>      <C>
Net loss as reported                                $(3,999)  $(2,086) $(14,453)
ADD:Stock-based employee compenstion expense           $ 60
Deduct:  Total stock-based employee compensation
  expense determined under fair value-based methods
  for awards net of related tax effects               $ (44)   $ (48)    $ (234)
Net loss pro forma                                  $(3,983) $(2,134) $(14,687)
Basic loss per common share as reported              $(0.34)  $(0.20)   $(1.39)
Basic loss per common share pro forma                $(0.34)  $(0.20)   $(1.41)
Diluted loss per common and common
  share equivalent as reported                       $(0.34)  $(0.20)  $(1.39)
Diluted loss per common and common share
  equivalent pro forma                               $(0.34)  $(0.20)  $(1.41)
</TABLE>

      The fair value of each option grant is estimated on the date of grant
      using the Black-Scholes option pricing model with the following
      weighted-average assumptions used for grants in 2003, respectively:
      dividend yield of 0%; expected volatility 52%; risk-free interest rates of
      4.49%; and expected lives of 10 years for all years. The weighted fair
      value of options granted in 2003 was $1.76. No options were granted in
      2004 or 2005.

      Fair Value Disclosures

      Cash and Cash Equivalents, Accounts Receivable, Accounts Payable, and
      Accrued Expenses--The carrying value of these items is a reasonable
      estimate of their fair value.

      Long-Term Debt--The fair value of the Company's long-term debt is
      estimated based on the quoted market prices for the same or similar issues
      or on the current rates offered to the Company for debt of the same
      remaining maturities. Based on the borrowing rates currently available to
      the Company for debt with similar terms and average maturities, the
      estimated fair value of long-term debt outstanding at December 31, 2005
      and 2004 is approximately $231,019,000 and $241,730,000, respectively.

      Treasury Stock

      Treasury shares are stated at cost. Included as treasury shares at
      December 31, 2005 were 191,022 shares held by the deferred compensation
      plan trust. These shares are eligible for voting by the plan participants,
      but are not considered outstanding for purposes of the financial
      statements.


                                        F-11
<PAGE>

      Revenue Recognition

      Casino Revenue--Casino revenue is the net win from gaming activities,
      which is the difference between gaming wins and losses less slot club cash
      points, cash vouchers and other related customer cash incentives.

      Room Revenue, Food and Beverage Revenue, Entertainment Revenue, and Other
      Revenue--The Company recognizes room, food and beverage, entertainment
      revenue, and other revenue at the time that goods or services are
      provided. Prices are fixed or determinable, pervasive evidence of an
      arrangement exists, and collection is reasonably assured.

      Promotional Allowances--Revenues include the estimated retail value of
      rooms, food and beverage, and entertainment provided to customers on a
      complimentary basis. Such amounts are then deducted as promotional
      allowance. The estimated cost of providing these promotional allowances is
      charged to the casino department in the following amounts:

<TABLE>
<CAPTION>

                                       Year Ended December 31
                                      ------------------------
(in thousands)                     2005           2004          2003

<S>                              <C>            <C>           <C>
Food and beverage                $ 8,510        $ 8,693       $ 8,398
Rooms                              1,333          1,096         1,231
Entertainment                        632            890         1,641
                                 -------         --------    --------
Total costs allocated to
   casino departments            $10,475        $10,679       $11,270
                                 =======        =======      ========
</TABLE>


      Estimates and Assumptions-The preparation of financial statements in
      conformity with accounting principles generally accepted in the United
      States of America ("U.S. GAAP") requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities,
      disclosure of contingent assets and liabilities at the date of the
      financial statements, and the reported amounts of revenues and expenses
      during the reporting period. Significant estimates used by the Company
      include recoverability of and estimated useful lives for depreciable and
      amortizable assets, certain accrued liabilities (including self-insurance
      reserves and customer loyalty programs, realizability of deferred tax
      assets, and collection allowances for receivables). Actual results may
      differ from estimates.

      Self-Insurance Reserves-The Company is self-insured for various levels of
      general liability, workers' compensation, and non-union employee medical
      insurance coverage. Insurance claims and reserves include accruals of
      estimated settlements for known claims, as well as accrued estimates of
      incurred but not reported claims. In estimating these costs, the Company
      considers its historical claims experience and makes judgments about the
      expected levels of costs per claim. Changes in health care costs, accident
      frequency and severity and other factors can materially affect the
      estimate for these liabilities.

      Loyalty Club Program-We offer to our guests the opportunity to earn points
      redeemable for cash and complimentary rooms and food and beverage based on
      their level of gaming and non-gaming activities while at our properties.
      An accrual is recorded as points are earned based upon expected redemption
      rates and, in the case of complimentaries, the estimated cost of the
      complimentary to be provided.


                                        F-12
<PAGE>

      Advertising-The costs of advertising are expensed as incurred and are
      allocated to each revenue department based upon content. Advertising
      expense was $2,472, $3,338 and $4,070 in 2005, 2004, and 2003,
      respectively.

      Sarbanes-Oxley Expenses - These costs represent professional fees to
      consultants and external auditors for compliance with Section 404 of the
      Sarbanes-Oxley Act of 2002. They are a significant item, which we feel
      should be disclosed to the public.

      Recently Issued Accounting Standards-- In December 2004, the Financial
      Accounting Standards Board ("FASB") issued SFAS No. 123 (Revised 2004),
      Share-Based Payment ("SFAS 123R"). SFAS 123R requires that compensation
      cost related to share-based employee compensation transactions be
      recognized in the financial statements. Share-based employee compensation
      transactions within the scope of SFAS 123R include stock options,
      restricted stock plans, stock appreciation rights and employee share
      purchase plans. The provisions of SFAS 123R are to be effective for us
      beginning January 1, 2006. In December 2005, we accelerated the vesting on
      all non-employee directors' options then outstanding (subject to the
      non-employee directors' agreements not to exercise the options prior to
      the exerisability dates before giving effect to the acceleration), and as
      a result, there will be no effect of applying the new standard on future
      periods with respect to currently outstanding employee and directors'
      options. The effect of the new standard on the accounting for future
      option grants cannot be predicted.

      In March 2005, the FASB issued FIN 47, Accounting for Conditional Asset
      Retirement Obligations, an Interpretation of FAS 143. FIN 47 requires
      recognition of a liability for the fair value of a conditional asset
      retirement obligation if the fair value of the liability can be reasonably
      estimated. When sufficient information exists, uncertainty about the
      amount and/or timing of future settlement should be factored into the
      liability measurement. The interpretation was effective for us for the
      year ended December 31, 2005. The adoption of this interpretation did not
      have a material impact on our results of operations or financial position.

      In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
      Corrections, a replacement of APB Opinion No. 20 and SFAS No. 3. SFAS No.
      154 replaces APB Opinion No. 20, Accounting Changes and SFAS No. 3,
      Reporting Accounting Changes in Interim Financial Statements and changes
      the requirement for the accounting for and reporting of a change in
      accounting principles not prescribed by specific transition provisions of
      the newly adopted standard. It carries forward without change the
      requirements of APB Opinion No. 20 for accounting for error corrections
      and changes in estimates. The provisions of SFAS No. 154 will be effective
      for accounting changes made in the fiscal year beginning after December
      15, 2005. We do not presently expect to enter into any accounting changes
      in the foreseeable future that would be affected by adopting SFAS No. 154
      when it becomes effective.


                                        F-13
<PAGE>

2.    ACCOUNTS RECEIVABLE

      Accounts receivable consist of the following at December 31 (in
thousands):

<TABLE>
<CAPTION>

                                          2005         2004

<S>                                      <C>          <C>
Casino                                   $1,454       $1,556
Hotel                                     3,334        3,556
                                         ------        -----
Total                                     4,788        5,112
Collection allowances                    (1,244)      (1,214)
                                         -------      ------
     Accounts receivable - net           $3,544       $3,898
                                         ======       ======
</TABLE>

      Changes in the collection allowances consist of the following for the
years ended December 31 (in thousands):

<TABLE>
<CAPTION>

                                        2005          2004         2003

<S>                                    <C>          <C>           <C>
Beginning balance                      $1,214       $1,047        $ 990
Write-offs                               (229)         (68)        (316)
Recoveries                                 16           37           21
Provision for doubtful collection         243          198          352
                                       ------        -----        ------
Ending balance                         $1,244       $1,214       $1,047
                                       ======       ======       =======
</TABLE>


        The Company manages its credit risk by evaluating customers' credit
        worthiness before extending credit. The maximum credit losses that might
        be sustained are limited to the recorded receivables less any amounts
        reserved.

3.    PREPAID EXPENSES AND OTHER ASSETS

      Prepaid expenses and other assets consist of the following at December 31
(in thousands):

<TABLE>
<CAPTION>
                                        2005         2004

<S>                                    <C>           <C>
Prepaid gaming taxes                   $1,439        $1,110
Prepaid insurance                         814           921
Other                                   1,944         2,070
                                        -----         -----
    Total                              $4,197        $4,101
                                        =====         =====
</TABLE>

4.    PROPERTY AND EQUIPMENT

        Property and equipment consist of the following at December 31 (in
thousands):

<TABLE>
<CAPTION>
                                            2005         2004

<S>                                       <C>          <C>
Land and improvements                     $ 38,130     $ 38,130
Buildings and improvements                 143,417      143,417
Equipment, furniture, and fixtures         143,004      137,690
                                           -------      -------
Total cost                                 324,551      319,237
Accumulated depreciation and amortization (153,421)    (142,122)
                                          --------     ---------
Property and equipment-net                $171,130     $177,115
                                          ========     ========
</TABLE>


                                        F-14
<PAGE>

Substantially all of the Company's property and equipment are pledged as
collateral to secure debt (see Note 8).

5.    OTHER ASSETS

      Other assets consist of the following at December 31 (in thousands):

<TABLE>
<CAPTION>
                                         2005           2004

<S>                                      <C>           <C>
Deposits                                 $ 83          $ 140
Bond offering costs and commissions,
  net of accumulated amortization
  of $5,556 and $3,962 respectively     6,153          7,747
Other                                   1,160          1,156
                                        -----          -----
Total                                 $ 7,396        $ 9,043
                                        =====          =====
</TABLE>

6.      ACCOUNTS PAYABLE AND ACCRUED EXPENSES

      Accounts payable consist of the following at December 31 (in thousands):

<TABLE>
<CAPTION>
                                        2005           2004

<S>                                      <C>          <C>
Outstanding chip and token liability     $ 401        $ 609
Customer loyality liabilities              859        1,002
Progressive jackpot liabilities            654          457
Customer deposits and other                302          220
                                         -----        -----
Total customer-related payables          2,216        2,288

Accounts payable vendors                 6,077        4,355
Insurance contracts                        246          648
Customer deposits, non-gaming            1,159          874
Other                                      435          707
                                        ------        -----
Total                                 $ 10,133       $8,872
                                      ========       ======
</TABLE>

        Accrued expenses consist of the following at December 31 (in thousands):

<TABLE>
<CAPTION>
                                         2005         2004

<S>                                     <C>          <C>
Payroll and related taxes and benefits  $ 9,127      $10,202
Other                                     3,134        4,995
                                         ------       ------
Total                                   $12,261      $15,197
                                         ======       ======
</TABLE>

7.    OBLIGATION TO OFFICERS

      Obligation to officers consists of the nonqualified pension plan
      obligation to our Chief Executive Officer ("CEO"), payable upon expiration
      of his employment contract or a change of control of the Company,
      including accrued interest and deferred compensation plan liabilities. See
      Note 12 for a description of these plans.


                                        F-15
<PAGE>
<TABLE>
<CAPTION>
   (in thousands)                                 2005      2004

<S>                                               <C>      <C>
Nonqualified pension obligation CEO, unfunded     $ 513    $ 1,513
Accrued interest on pension CEO, unfunded         3,610      3,639
Deferred compensation funded                          3         51
                                                  -----      -----
                                                  4,126      5,203
                                                  -----      -----
Less current portion                             (1,000)    (1,000)
Obligation to officers - net of current portion  $3,126     $4,203
                                                  =====     ======
</TABLE>


8.      LONG-TERM DEBT

 Long-term debt consists of the following at December 31 (in thousands):

<TABLE>
<CAPTION>
                                                                2005        2004

11% Senior Secured Notes maturing on June 15, 2010, bearing
  interest, payable semiannually on June 15 and December 15 of
  each year, redeemable beginning June 15, 2006 at 105.5%; 2007
  at 103.7%, 2008 at 101.8%, 2009 and thereafter at 100%.
  These notes are collateralized by the land and physical
  structures comprising Riviera Las Vegas and the assets of
<S>                                                            <C>         <C>
  Riviera Black Hawk                                       $ 213,196   $ 212,792

5.5% to 5.9% notes collateralized by equipment, payable monthly,
 including interest, maturing through February 2007            1,448       2,056

Capitalized lease obligations (Note 9)                           252         968

5.5% Special Improvement District Bonds - issued by the City of
  Black Hawk, Colorado, interest and principal payable monthly
  over 10 years beginning in 2000                                535         651
                                                               -----       -----
Total long-term debt                                         215,431     216,467
Current maturities by terms of debt                            (824)     (1,441)
                                                             -------     -------
Total                                                      $ 214,607   $ 215,026
                                                             =======     =======
</TABLE>

      Maturities of long-term debt for the years ending December 31 are as
follows (in thousands):

<TABLE>
<CAPTION>
<C>                                                             <C>
2006                                                            $ 824
2007                                                              888
2008                                                              324
2009                                                              199
2010                                                          213,196
                                                            ---------
Total                                                        $215,431
                                                            =========
</TABLE>

      On June 26, 2002, the Company obtained new debt in the principal amount of
      $215 million in the form of 11% senior secured notes with a maturity date
      of June 15, 2010, substantially all of which were later exchanged for
      notes of the Company that were registered under the Securities Act of
      1933, as amended (collectively, the "Notes"). Interest on the Notes is at
      the annual rate of 11% paid semiannually on each June 15 and December 15,
      beginning December 15, 2002. The net proceeds of the Notes, along with


                                        F-16

<PAGE>

      cash on hand, were used to defease Riviera Las Vegas' 10% First Mortgage
      Notes due 2004 and to defease Riviera Black Hawk's 13% First Mortgage
      Notes due 2005 with contingent interest. Cash flow from operations is not
      expected to be sufficient to pay 100% of the principal of the Notes at
      maturity on June 15, 2010. Accordingly, the ability of the Company to
      repay the Notes at maturity will be dependent upon its ability to
      refinance the Notes. There can be no assurance that the Company will be
      able to refinance the Notes at maturity. On or after June 15, 2006, the
      Company may redeem Notes from time to time at a premium beginning at
      105.5% and declining each subsequent year to par in 2009.

      The indenture governing the Notes (the "Note Indenture") provides that, in
      certain circumstances, the Company must offer to repurchase the Notes upon
      the occurrence of a change of control or certain other events. In the
      event of such mandatory redemption or repurchase prior to maturity, the
      Company would be unable to pay the principal amount of the Notes without a
      refinancing.

        On or after June 15, 2006, the Company may redeem all or part of the
        Notes upon not less than 30 nor more than 60 days' notice, at the
        redemption prices (expressed as percentages of principal amount) set
        forth below plus accrued and unpaid interest and liquidated damages, if
        any, on the Notes redeemed, to the applicable redemption date, if
        redeemed during the twelve-month period beginning on June 15 of the
        years indicated below:
<TABLE>
<CAPTION>

                      Year                                Percentage
<S>                   <C>                                  <C>
                      2006 .................................105.500%
                      2007..................................103.667%
                      2008..................................101.833%
                      2009 and thereafter...................100.000%
</TABLE>

      The Note Indenture contains certain covenants, which limit the ability of
      the Company, as defined, subject to certain exceptions, to: (i) incur
      additional indebtedness; (ii) pay dividends or other distributions,
      repurchase capital stock or other equity interests or subordinated
      indebtedness; (iii) enter into certain transactions with affiliates; (iv)
      create certain liens; (v) sell certain assets; or (vi) enter into certain
      mergers and consolidations. As a result of these restrictions, the ability
      of the Company to incur additional indebtedness to fund operations or to
      make capital expenditures is limited. In the event that cash flow from
      operations is insufficient to cover cash requirements, the Company may be
      required to curtail or defer certain of its capital expenditure programs,
      which could have an adverse effect on operations. At December 31, 2005,
      the Company believes that it is in compliance with the covenants.

      On July 26, 2002, the Company entered into a $30 million, five-year
      secured credit facility. The credit facility is secured by substantially
      the same collateral that secures the Notes. The lien on the collateral
      securing the credit facility is senior to the lien on the collateral
      securing the Notes. The credit facility contains customary conditions to
      borrowing and certain representations and warranties customary in
      gaming-related finance. The credit facility also contains financial
      covenants and restrictions regarding, among other things, indebtedness,
      distributions and changes in control. Under the credit facility, the
      Company can obtain extensions of credit in the forms of cash and letters
      of credit. The Company is required to pay interest on all outstanding cash
      advances at the rate of interest announced by Wells Fargo at its principal
      office in San Francisco at its prime rate plus 0.75% or at the rate at
      which major international banks in London charge each other for borrowings
      in U.S. dollars plus 3.00%. However, the minimum interest rate we will be
      charged on outstanding cash advances is 4.50%. The Company is required to
      pay a fee on all outstanding letters of credit equal to their face value
      times an annual percentage rate of 2.50%. Additionally, in the event of a
      default, the credit facility lender may increase the interest rate and
      letter of credit fee by an additional 2.00% per year during the period of
      default. An annual fee (paid monthly) of .5 percent is charged on the
      unused portions of the revolver plus a $3,000 monthly service fee. There
      were no advances outstanding on this revolver at December 31, 2005.

      The Company has a credit facility totaling $200,000 for letters of credit
      issued periodically to foreign vendors for purchases of merchandise. The
      letters require payment upon presentation of a valid voucher.

      The 5.5% Special Improvement District Bonds were issued by the City of
      Black Hawk, Colorado, prior to 2003 for $2,940,000. The proceeds were used
      for road improvements and other infrastructure projects benefiting Riviera
      Black Hawk and a nearby casino. The projects were completed prior to 2003
      at a cost to the Company of $1,574,000, including interest and reserves.

9.    LEASING ACTIVITIES

      The Company leases certain office equipment under capital leases. These
      agreements have been capitalized at the present value of the future
      minimum lease payments at lease inception and are included with property
      and equipment. Management estimates that the fair market value of the
      property and equipment subject to the leases approximates the net present
      value of the leases.

      The following is a schedule by year of the minimum rental payments due
      under capital leases as of December 31, 2005 (in thousands):

<TABLE>
<CAPTION>

<C>                                              <C>
2006                                             $ 83
2007                                               83
2008                                               83
2009                                               61
2010
                                                 -----
Total minimum lease payments                      310
Taxes, maintenance, and insurance                 (31)
Interest portion of payments                      (27)
                                                ------
Present value of net minimum lease payments     $ 252
                                                ======
</TABLE>

      Property and equipment under capital lease as of December 31, 2005 and
      2004 were $11.4 and $11.1 million with accumulated amortization of $11.1
      million and $10.9 million, respectively.

      Rental expense under operating leases for the years ended December 31,
      2005, 2004 and 2003 was approximately $1,096,307, $964,166 and $1,596,487,
      respectively. All are cancelable within a year.

      In addition, the Company leases retail space to third parties (primarily
      retail shops and fast food vendors) under terms of noncancelable operating
      leases that expire in various years through 2011. Rental income, which is
      included in other revenue, for the years ended December 31, 2005, 2004 and
      2003 was approximately $2,205,300, $1,907,400 and $1,835,000 respectively.

      Riviera Las Vegas has recently added a buyout/liquidated damages provision
      to its standard lease. The modification provides that in the event of a
      major renovation or certain other events, the Company has the right,
      according to an agreed-upon formula, to buy out any remaining term of the
      lease by providing the tenant twelve months written notice. This provision
      or similar wording is included in new leases and renewals.

      At December 31, 2005, the Company had future minimum annual rental income
      due under noncancelable operating leases as follows (in thousands):

 <TABLE>
<CAPTION>

<S>                                              <C>
2006                                             $ 2,376
2007                                               1,991
2008                                                 979
2009                                                 669
2010                                                 617
                                                   -----
Total                                            $ 6,632
                                                  ======
</TABLE>

10.   INCOME TAXES

      The effective income tax rate of zero differs from the statutory federal
      income tax rates for the years ended December 31 as follows (dollars in
      thousands):

<TABLE>
<CAPTION>
                                  2005             2004              2003
                            ---------------  ------------------  ------------
                             Amount   Rate     Amount    Rate     Amount  Rate

Income taxes benefit
<S>                         <C>      <C>     <C>        <C>      <C>     <C>
  at federal statutory rate $(1,400) (35.0)% $ (730)    (35.0)%  $(5,054)(35.0)%
Employee Benefits               695   17.4 %   1,555     74.6 %     (433) (3.0)%
Other                          (471) (11.8)%   (308)    (14.8)%
Valuation allowance           1,176   29.4 %   (517)    (24.8)%    5,487  38.0 %
                              -----   ------   -----    -------    -----  ------
Benefit for income taxes       $ -     0.0 %    $ -      0.0 %      $ -    0.0 %
                              =====   ======   =====    =======    =====  ======
</TABLE>

      Comparative analysis of the (benefit) provision for income taxes is as
follows:

<TABLE>
<CAPTION>

                    2005         2004          2003

<S>               <C>             <C>             <C>
Current           $             $             $ (517)
Deferred             -             -             517
                  ------       -------        ------
Total              $ -           $ -            $ -
                  ======       =======        =======
</TABLE>

      The tax effects of the items composing the Company's net deferred tax
      (asset) liability consist of the following at December 31 (in thousands):


                                        F-19
<PAGE>
<TABLE>
<CAPTION>

                                                               2005       2004

Deferred tax liabilities:
<S>                                                            <C>        <C>
  Reserve differential for hospitality and gaming activities $ 1,168    $ 1,015
  Difference between book and tax-depreciable property         4,820      4,385
  Other                                                          511        511
                                                               -----      -----
Total                                                          6,499      5,911
                                                               =====      =====
</TABLE>
<TABLE>
<CAPTION>
                                                              2005        2004

Deferred tax assets:
<S>                                                           <C>         <C>
  Net operating loss carryforward                           $19,785     $18,279
  Reserves not currently deductible                           2,536       2,195
  Bad debt reserves                                             474         465
  AMT and other credits                                       3,092       2,622
                                                            -------     -------
Total                                                        25,887      23,561
                                                            -------    --------
Valuation allowance                                         (16,942)   (15,204)
                                                            -------    --------
Net deferred tax asset                                      $ 2,446    $ 2,446
                                                            =======     =======
</TABLE>

      The Company has $3,092,000 of alternative minimum tax ("AMT") credit and
      general business credit available to offset future income tax liabilities.
      The AMT credits have no expiration date. The general business credit will
      not begin to expire until 2010. The Company has approximately $56,530,000
      net operating loss carryforwards, which will expire between 2013 and 2026.
      . If the Company were to sell certain assets, the gain on sale could be
      sheltered from taxes up to approximately $17 million. However, the Company
      does not believe that there is sufficient certainty to reduce the
      valuation allowance. Accordingly, a valuation allowance has been provided
      for substantially all deferred tax assets

      The realizability of the net deferred tax asset related to Rivera Las
      Vegas is dependent upon future earnings. The Company's net deferred tax
      asset approximates its AMT credit carryforwards, which have an indefinite
      life.

11.   COMMITMENTS AND CONTINGENCIES

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

      Employees and Labor Relations-- As of December 31, 2005, the Company had
      approximately 1,627 full-time equivalent employees and had collective
      bargaining agreements in Las Vegas with eight unions covering
      approximately 794 of such employees, including food and beverage
      employees, rooms department employees, carpenters, engineers, stagehands,
      musicians, electricians, painters and teamsters. The Company's agreement


                                        F-20

<PAGE>

      with the Carpenters Union expired in 2005 but was extended until July
      2006. The Company's agreement with the Painters Union was renegotiated in
      2005 and expires in 2010. Agreements with the Southern Nevada Culinary and
      Bartenders Union, covering the majority of the Company's unionized
      employees, were renegotiated in 2002 and expire in 2007, as does the
      agreement with the Stagehands Union. The agreement with the Teamsters
      Union expires in 2008 while the Operating Engineers and Electrician
      agreements expire in 2009. The collective bargaining agreement with the
      Musicians Union expired in 1999. The Company is currently in negotiations
      with the Musicians Union. Although unions have been active in Las Vegas,
      management considers its employee relations to be satisfactory. There can
      be no assurance, however, that new agreements will be reached without
      union action or on terms satisfactory to the Company.

12.   EMPLOYMENT AGREEMENTS AND EMPLOYEE BENEFIT PLANS

      Chairman-William L. Westerman serves as our Chairman of the Board,
      President and CEO, and as Chairman of the Board and CEO of our
      wholly-owned subsidiary, Riviera Operating Corporation ("ROC").

      Under Mr. Westerman's employment agreement, which was last amended on July
      15, 2003, he is employed for an indefinite period, subject to termination
      by either Mr. Westerman upon at least 180 days written notice or the
      Company upon at least 90 days written notice. Mr. Westerman's base annual
      compensation is $1,000,000. Under his employment agreement, Mr. Westerman
      is not entitled to participate in the Incentive Compensation Plan or other
      executive bonus plan established by the Company.

      The employment agreement required the Company to fund a retirement account
      for Mr. Westerman. Pursuant to that agreement, the Company makes no
      further principal contributions to the retirement account subsequent to
      January 1, 2001 but the account continues to accrue interest. The
      retirement account had a balance, including accrued interest, of
      $4,122,703 as of December 31, 2005.

      Mr. Westerman's retirement account is credited quarterly with interest on
      the first day of each succeeding calendar quarter in an amount equal to
      the product of (i) the Company's average borrowing cost for the
      immediately preceding fiscal year, as determined by the Company's Chief
      Financial Officer, and (ii) the average outstanding balance in the
      retirement account during the preceding calendar quarter. At the
      recommendation of our Compensation Committee, in order to reduce the
      amount that would be payable immediately upon Mr. Westerman's separation
      from the Company, it was agreed that commencing April 1, 2003, and
      continuing the first day of each quarter thereafter, he be paid the
      following in cash: (i) a distribution of $250,000 from the principal
      balance of his retirement account; and (ii) the quarterly interest
      credited to his retirement account one quarter in arrears. Total interest
      accrued to Mr. Westerman in 2005 was $517,929 while interest accrued was
      $638,154 for 2004 and $757,686 for 2003.

      We retain beneficial ownership of Mr. Westerman's retirement account,
      which is earmarked to pay his retirement benefits. However, upon (1) the
      vote of a majority of the outstanding shares of common stock approving a
      "change of control" (as discussed in the next paragraph), (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 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 cash equal to the amount then credited
      to his retirement account, including any amount to be credited to his
      retirement account upon a change of control.


                                        F-21
<PAGE>

      On February 5, 1998, our stockholders approved a merger agreement(which
      subsequently terminated). That approval constituted a change of control
      under Mr. Westerman's employment agreement. On March 5, 1998, Mr.
      Westerman exercised his right to require us to establish and fund a Rabbi
      Trust for his benefit. On March 20, 1998, Mr. Westerman waived his right
      to have us fund the Rabbi Trust in exchange for our agreement to fund it
      within five business days after notice from him.

      In the event that Mr. Westerman ceases to be 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
      interest) in 20 equal quarterly installments commencing as of the date he
      ceases to be employed. 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 or termination (except for cause) or upon a change of control.

      The agreement provides that for a period of 24 months following
      termination for any reason except cause, Mr. Westerman shall not engage in
      any activity, which is in competition with the Company within a 75-mile
      radius from the location of any hotel or casino then operated by the
      Company. As consideration for not competing, the Company shall pay to Mr.
      Westerman a total of $500,000 in two equal annual installments of
      $250,000. The first installment is payable within five business days of
      termination of employment with the second installment payable on the first
      anniversary of termination.

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

      Mr. Vannucci serves as President of ROC under an employment agreement that
      was last amended on March 24, 2003. Mr. Vannucci's base compensation is
      $300,000 in cash and $100,000 in shares of stock under our Restricted
      Stock Plan (see "Restricted Stock Plan" below or cash, at his election.

      Mr. Vannucci's agreement provides that he is to receive $25,000 in stock,
      based on our stock's market value, or cash (at his election) on the first
      business day of each quarter, plus common stock, based on market value, or
      cash (at his election), equal to the amount of the award he receives under
      our Incentive Compensation Plan. Mr. Vannucci is presently entitled to
      rights of ownership with respect to the shares he receives under our
      Restricted Stock Plan, including the right to vote and receive dividends.
      Mr. Vannucci may not, however sell, assign, pledge, encumber or otherwise
      transfer any of the shares so long as we employ him, without our written
      consent. The shares fully vest to Mr. Vannucci upon a change of control
      (as defined) or his separation of employment from us, so long as such
      separation is not termination for cause. Mr. Vannucci chose to receive
      $100,000 in cash in 2005 pursuant to these provisions.


                                        F-22
<PAGE>

      Mr. Vannucci's employment agreement provides for an Incentive Compensation
      Plan entitling him to participate in our Las Vegas Incentive Compensation
      Plan, whereby he may share in a portion of such plan's pool. Mr.
      Vannucci's agreement also provides for an additional incentive award in
      his choice of either Restricted Stock Plan shares or cash in an amount,
      equal to his Incentive Compensation Plan award. Mr. Vannucci did not
      receive an Incentive Compensation Plan award for 2003 or 2005. For 2004
      Mr. Vannucci received an Incentive Compensation Plan award of $57,000
      cash, which entitled him to an additional incentive award of $57,000,
      which he elected to receive in cash. Mr. Vannucci's agreement
      automatically renews annually subject to 120 days prior written notice by
      him or us.

      Incentive Compensation Plan--We have has an Incentive Compensation Plan
      covering employees who, in the opinion of our Chairman of the Board,
      either serve in key executive, administrative, professional, or technical
      capacities with us, or who have made a significant contribution to the
      successful and profitable operation of the Company. The amount of each
      bonus is based upon a sliding targeted scale of earnings established
      annually. During the years ended December 31, 2005, 2004 and 2003, the
      Company recorded accrued bonuses of $556,892, $1,085,092 and $302,216
      respectively, under this plan.

      Pension Plan Contributions--We contribute to multi-employer pension plans
      under various union agreements to which we are a party. Contributions,
      based on wages paid to covered employees, were approximately $1,759,561,
      $1,714,812 and $1,646,000 for the years ended December 31, 2005, 2004 and
      2003, respectively. These contributions were for approximately 813
      employees, including food, beverage, employees and room department
      workers, carpenters, engineers, stagehands, electricians, painters, and
      teamsters. Our share of any unfunded liability related to multi-employer
      plans, if any, is not determinable.

      Profit Sharing and 401(k) Plans--We have profit sharing and 401(k) plans
      (the "Profit Sharing and 401(k) Plans") for employees of Riviera Las Vegas
      and Riviera Black Hawk who are at least 21 years of age and who are not
      covered by a collective bargaining agreement after one year of service.

      We may contribute to the 401(k) component of the Profit Sharing and 401(k)
      Plans in an amount not to exceed 25% of the first 8% of each participant's
      compensation. We made contributions of $290,200, $302,882 and $220,900 for
      the years ended December 31, 2005, 2004 and 2003. We also pay
      administrative costs of the Profit Sharing and 401K Plans, which are not
      material.

      Prior to 2003, we suspended contributions to the profit sharing component
      of the Profit Sharing and 401(k) Plans and we have substituted
      contributions to an Employee Stock Ownership Plan ("ESOP"), (see "Employee
      Stock Ownership Plan," directly below).

      Employee Stock Ownership Plan--The ESOP was established prior to 2003 to
      replace the profit sharing contribution component of the Profit Sharing
      and 401(k) Plans. The 401(k) component remains unchanged. The ESOP
      provides that all employees of Riviera Las Vegas and Riviera Black Hawk
      who were employed on and completed a minimum of 1,000 hours of service by,


                                        F-23

<PAGE>

      December 31 of that plan year, were at least 21 years of age, and were not
      covered by a collective bargaining agreement are eligible to participate
      in the ESOP. The ESOP provides that we will make a contribution to the
      ESOP's participants at Riviera Las Vegas and Riviera Black Hawk relative
      to the economic performance of each property and for the corporate
      participants relative to the economic performance of the entire company.
      For Riviera Las Vegas, 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 are exceeded, up to a maximum of 4%
      for 2005. 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, an additional 1% for the next $1.5
      million and an additional 1% thereof for each $2 million by which
      operating earnings are exceeded, up to a maximum of 4% for 2005. For
      Riviera corporate participants, we will make a contribution equal to 1% of
      each eligible employee's annual compensation if a prescribed annual
      operating earnings target is attained an additional 1% for each $2 million
      by which operating earnings are exceeded, up to a maximum of 2%. Under the
      ESOP, our contributions are made in cash, which may be used to buy our
      common stock and pay participants upon separation of service. We
      contributed to the ESOP $125,974 in 2005, $899,253 in 2004 and $348,435 in
      2003.

      Deferred Compensation Plan--Prior to 2003, we adopted a Deferred
      Compensation Plan (the "DCP"). The purpose of the DCP is to provide
      eligible employees with the opportunity to defer the receipt of cash
      compensation. Participation in the DCP is limited to employees who receive
      annual compensation of at least $100,000. The deferred funds, other than
      the common stock component, are maintained on the Company books as funded
      liabilities under Rabbi Trusts for the benefit of the participants. All
      elections to defer the receipt of compensation must be made no later than
      December 1st preceding the plan year to which the election relates and are
      irrevocable for the duration of that plan year. No deferrals have been
      made since 2004. Six executives were participating in the DCP as of
      December 31, 2005. The DCP is distributing common stock to participants
      under established schedules. The common stock is included in the Rabbi
      Trusts for the participants and is recorded as treasury stock in these
      financial statements.

      Restricted Stock Plan--Prior to 2003, we adopted a Restricted Stock Plan
      to provide incentives, to attract and retain highly competent persons as
      officers and key employees. Participants 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 provisions for the forfeiture
      of unvested shares for no consideration upon termination of the
      participant's employment within specified periods or under certain
      conditions.

      Salary Continuation Agreements--Approximately 60 executive officers and
      certain other employees (excluding Mr. Westerman and Mr. Vannucci) of ROC
      have salary continuation agreements effective through December 2006,
      pursuant to which they will be entitled to receive (1) either six months'
      or one year's salary if their employment with the Company is terminated,
      without cause, within 12 or 24 months of a change of control of the
      Company; and (2) group health insurance for periods of either one or two


                                        F-24

<PAGE>

      years. The base salary payments are payable in biweekly installments,
      subject to the employee's duty to mitigate by using his or her best
      efforts to find employment. In addition, four officers and significant
      employees have salary continuation agreements effective through December
      31, 2006, pursuant to which each of them will be entitled to receive two
      year's base salary and certain benefits for two years, if their employment
      is terminated without cause within 24 months of a change of control of the
      Company. These four salary continuation agreements are not subject to a
      duty to mitigate. The estimated total amount payable under all such
      agreements was approximately $6.4 million, including $1.5 million in
      benefits, as of December 31, 2005.

13.   STOCK OPTION PLANS

      Stock Compensation Plans--At December 31, 2005, we had two active stock
      option plans and two expired stock option plans, which are described
      below. We account for the fair value of grants under those plans in
      accordance with APB Opinion No. 25. Under the 1993 Employee Stock Option
      Plan (the "1993 Option Plan"), we were authorized to grant options to
      employees for up to one million shares of our common stock. Under the
      Non-Qualified Stock Option Plan for Non-Employee Directors (the "1996
      Option Plan"), we were authorized to grant options to non-employee
      directors for up to 150,000 shares of common stock. Under these plans, the
      exercise price of each option equaled the market price of our stock on the
      date of grant (110% of market value in the case of an incentive option
      granted to an owner of more than 10% of our common stock) and an option's
      maximum term was 10 years (5 years in the case of an incentive option
      granted to a an owner of more than 10% of our common stock). Under the
      1993 Option Plan, options vest 25% on the date of grant and 25% each
      subsequent year. All options have become vested under the 1996 Option
      Plan. Although the 1993 Option Plan and 1996 Option Plan have expired,
      some options granted under these plans are still outstanding.

      Effective May 17, 2005, we implemented two new stock option plans and
      reserved a total of 1,150,000 shares for options issuable under the plans.
      We allocated 150,000 shares to a new option plan for non-employee
      directors. We will grant options for 6,000 shares to each non-employee
      director on each anniversary of the effective date of the plan. Also, we
      will grant options for 6,000 shares to each person who becomes a
      non-employee director after May 17, 2005. The option exercise price will
      be the closing market price of our stock on the date of the option grant.
      The options will vest over five years at 20% per year, commencing on the
      first anniversary of the grant.

      We allocated one million shares to a new incentive stock option plan for
      our officers and key employees. Our Stock Option Committee will have
      discretion as to whom those options will be granted and the number of
      shares to be allocated to each option grant. The option exercise price
      will be the closing market price of our stock (110% of market value in the
      case of an incentive option granted to an owner of more than 10% of our
      common stock) on the date of the option grant. The options will vest over
      four years, with 20% vesting on the date of grant, and an additional 20%
      on each anniversary of the grant.

      During the third quarter of 2004, we determined that options for 385,500
      shares (128,500 prior to the three-for-one split), with an average
      exercise price of $1.84 per share ($5.53 prior to the stock split), which
      we attempted to grant to 21 executives under the 1993 Option Plan between
      July 15, 2003 and May 10, 2004, could not be granted because the plan
      expired on June 30, 2003. Prior to this determination, we had reported
      those options as being outstanding and unexercised.

                                        F-25

<PAGE>

      Prior to 2005, two executives to whom we attempted to grant options for
      48,000 of those 358,500 shares left our employment. On April 6, 2005, we
      granted to the 19 remaining executives a total of 337,500 shares under our
      Restricted Stock Plan in substitution for the stock options that we had
      attempted to grant to them under the 1993 Option Plan.

      Except for accelerated vesting in the event of an executive's death,
      disability, retirement at or after age 62, termination of employment by us
      other than for cause, or certain events of hardship, or in the event of a
      change in control of the Company, the vesting schedule for the shares is
      as follows.
<TABLE>
<CAPTION>

<S>                                 <C> <C>            <C>
                              March 10, 2006............20%
                              March 10, 2007............40%
                              March 10, 2008............60%
                              March 10, 2009............80%
                              March 10, 2010...........100%
</TABLE>

      Also during the third quarter of 2004, we determined that options for
      30,000 shares (10,000 shares prior to the stock split), with an average
      exercise price of $2.97 ($8.92 prior to the stock split), which we
      attempted to grant to our four non-employee directors in April and May
      2004 under the 1996 Option Plan, could not be granted because that plan
      expired on June 30, 2003. Prior to this determination, we had reported
      those options as being outstanding and unexercised.

      On May 27, 2005, we granted a total of 30,000 shares of stock to our
      non-employee directors in substitution for the stock options that we had
      attempted to grant to them under the 1996 Option Plan. Those shares are
      subject to restrictions on resales, assignments, pledges, encumbrances or
      other transfers prior to vesting. The shares vest at the rate of 20% per
      year on each anniversary of the grant date. However, accelerated vesting
      will occur upon death, disability, a change of control of the Company or
      under any other termination of directorship status, except resignation
      prior to reaching age 62 or declining to stand for reelection prior to
      reaching age 62 (which would result in forfeiture of the non-vested
      shares).

      On December 30, 2005 we accelerated the vesting and exercisability of the
      outstanding stock options awarded to our non-employee directors under the
      1996 Option Plan (subject to their agreement not to exercise those options
      before the earliest date(s) on which they could have been exercised prior
      to giving effect to the acceleration). The acceleration resulted in a
      $60,000 one-time non-cash charge to expense in the fourth quarter of 2005.

      The activity of the 1993 Option Plan and the 1996 Option Plan is as
follows:

                                        F-26
<PAGE>

<TABLE>
<CAPTION>
                                                           Weighted-
                                                           Average
                                                          Per Share
                                                           Exercise
1993 Option Plan                            Shares           Price

<S>                  <C>                  <C>                <C>
Outstanding, January 1, 2003              1,677,000          $ 2.10
  Grants                                    385,500          $ 1.75
  Canceled                                 (223,500)         $ 1.76
                                          ----------
Outstanding, December 31, 2003            1,839,000          $ 2.21
  Exercised                              (1,048,500)         $ 2.07
  Canceled                                 (397,500)         $ 1.84
                                          ----------
Outstanding, December 31, 2004              393,000          $ 2.39
  Exercised                                (166,500)         $ 2.38
                                          ----------
Outstanding, December 31, 2005              226,500          $ 2.41
                                          ----------
1996 Option Plan

Outstanding, January 1, 2003                 72,000          $ 2.37
  Automatic grant to directors               18,000          $ 1.87
  Canceled                                  (18,000)         $ 2.56
                                            --------
Outstanding, December 31, 2003               72,000          $ 2.37
  Reinstated                                 12,000          $ 4.46
                                            --------
Outstanding, December 31, 2004               84,000          $ 2.54
                                               -
                                            --------
Outstanding, December 31, 2005               84,000          $ 2.54
                                            ========
</TABLE>

        No grants have been made under the 2005 option plans.


<TABLE>
<CAPTION>
                    Options Outstanding                    Options Exercisable
-------------------------------------------------------------------------------
                    Number    Weighted-                   Number
                  Outstanding  Average       Weighted-  Exercisable    Weighted-
                      at        Remaining     Average       at          Average
    Range of     December 31,  Contractual   Exercise  December 31,     Exercise
Exercise Prices      2005        Life          Price       2005          Price

<S>       <C>       <C>         <C>            <C>        <C>          <C>
 $1.33 to $2.00     54,000      5.9 years      $1.89      310,500      $ 2.44
 $2.18 to $4.50    256,500      5.0 years      $2.56
</TABLE>

14.   LOSS PER SHARE

      Basic loss per share is computed by dividing net loss per share by the
      weighted-average number of common shares outstanding for the period.
      Diluted loss per share is computed by dividing net income by the weighted
      number of common and common-equivalent shares outstanding for the period.
      Options to purchase common stock, whose exercise price was greater than
      the average market price for the period, have been excluded from the
      computation of diluted loss per share. Such antidilutive options
      outstanding for the years ended December 31, 2005, 2004 and 2003 were
      276,196; 417,777; and 1,677,000, respectively based on the treasury
      method.

                                        F-28
<PAGE>

15.   SEGMENT DISCLOSURES

      We review our operations by our geographic gaming market segments: Riviera
      Las Vegas and Riviera Black Hawk. All inter-segment revenues have been
      eliminated.

<TABLE>
<CAPTION>
(In thousands)                         2005            2004            2003

Net revenues:
<S>                                  <C>             <C>             <C>
   Riviera Las Vegas                 $150,688        $147,949        $140,963
   Riviera Black Hawk                  51,539          53,401          49,196
                                     --------        --------        --------
Total net revenues                   $202,227        $201,350        $190,159
                                     ========        ========        ========
EBITDA(1):
   Riviera Las Vegas                 $ 26,789        $ 27,158        $ 22,678
   Riviera Black Hawk                  17,282          16,884          13,283
                                     --------        --------        --------
Total property EBITDA                $ 44,071        $ 44,042        $ 35,961
                                     ========        ========        ========
Other costs and expenses:
   Corporate expense
       Equity-based compensation        1,627
       Sarbanes-oxley                   1,233
       Other corporate expenses         4,045           4,038           4,485
   Depreciation and amortization       14,065          13,852          16,211
   Mergers, acquisitions and
       development costs, net             (65)          1,193           2,365
   Asset impairmnet                       777
   Interest expense                    26,608          27,079          27,380
   Interest Income                       (220)            (34)            (27)
   Other-net
                                       -------         ------          ------
Total other costs and expenses         48,070          46,128          50,414
                                       -------         ------          ------
Net loss                             $ (3,999)       $ (2,086)       $(14,453)
                                      ========       =========       ========

Interest expense

   Riviera Las Vegas                 $ 18,857        $ 19,140        $ 19,208
   Riviera Black Hawk                   7,751           7,939           8,172
                                     --------        --------        --------
                                     $ 26,608        $ 27,079        $ 27,380
                                     ========        ========        ========
Depreciation and amortization

   Riviera Las Vegas                 $ 9,712        $ 9,839        $ 11,706
   Riviera Black Hawk                  4,453          4,013           4,505
                                     --------        --------        --------
                                     $14,065        $13,852        $ 16,211
                                     ========       ========        ========
Asset impairmnet

   Riviera Las Vegas                   $ 310          $               $
   Riviera Black Hawk                    467
                                     --------        --------        --------
                                      $  777          $               $
                                     ========        ========        ========

</TABLE>
<TABLE>
<CAPTION>
                                          December 31
                                 --------------------------------
                                      2005            2004
Property and equipment (2):
<S>                                 <C>             <C>
   Riviera Las Vegas                $111,209        $115,950
   Riviera Black Hawk                 59,921          61,165
                                    --------        --------
Total                               $171,130        $177,115
                                    ========        ========
</TABLE>

                                        F-29

<PAGE>

(1)        EBITDA consists of earnings before interest, income taxes,
           depreciation and amortization. EBITDA is presented solely as a
           supplemental disclosure because we believe that it is a widely used
           measure of operating performance in the gaming industry and a
           principal basis for valuation of gaming companies by certain
           investors. We use property-level EBITDA (EBITDA before corporate
           expenses) as the primary measure of operating performance of our
           properties, including the evaluation of operating personnel. EBITDA
           should not be construed as an alternative to operating income, as an
           indicator of operating performance, as an alternative to cash flow
           from operating activities, as a measure of liquidity, or as any other
           measure determined in accordance with accounting principles generally
           accepted in the United States of America. We have significant uses of
           cash flows, including capital expenditures, interest payments and
           debt principal repayments that are not reflected in EBITDA. Also,
           other gaming companies that report EBITDA information may calculate
           EBITDA in a different manner than we do.

(2)        Property and equipment represent property and equipment and, net of
           accumulated depreciation and amortization.

      Riviera Las Vegas--The primary marketing of Riviera Las Vegas is not aimed
      toward residents of Las Vegas, Nevada. Significantly all revenues derived
      from patrons visiting Riviera Las Vegas are from other parts of the United
      States and other countries. Revenues for Riviera Las Vegas from a foreign
      country or region may exceed 10% of all reported segment revenues;
      however, Riviera Las Vegas cannot identify such information, based upon
      the nature of our gaming operations.

      Riviera Black Hawk-- Riviera Black Hawk primarily serves the residents of
      metropolitan Denver, Colorado. As such, we believe that significantly all
      revenues are derived from within 250 miles of that geographic area.

16.   GUARANTOR INFORMATION

      The 11% Notes and the $30 million senior secured credit facility are
      guaranteed by all of our restricted subsidiaries. These guaranties are
      full, unconditional, and joint and several. Riviera Gaming Management of
      Missouri, Inc. ("RGMM") and Riviera Gaming Management of New Mexico, Inc.
      ("RGMNM") are unrestricted subsidiaries of RHC, are not guarantors of the
      11% Notes RGMM and RGMNM do not have operations and do not significantly
      contribute to our financial position or results of operations.

17.   RELATED PARTY TRANSACTIONS

      Jeffrey A. Silver, a member of our board of directors, is a shareholder in
      the law firm of Gordon & Silver, Ltd. ("Gordon & Silver"). We have engaged
      Gordon & Silver for various securities issues and other legal matters
      since 1993. We continue to utilize the services of Gordon & Silver and we
      believe that the fee arrangement is substantially equivalent to the
      arrangements that would have been made with a comparable law firm where a
      relationship of this nature did not exist. We incurred legal expenses to
      the firm which are included in mergers, acquisitions and development cost,
      net of $137,469, $85,447 and $73,770 in 2005, 2004 and 2003, respectively.
      We incurred legal expenses to the firm which are included in other general
      and administrative costs of $296,607, $90,729 and $113,764 in 2005, 2004
      and 2003, respectively.


                                        F-30

<PAGE>


18.   SUBSEQUENT EVENTS



On December 22, 2005, Mr. William L. Westerman, Chief Executive Officer, entered
into an agreement with a group of buyers for the sale of 1.0 million of his
shares of the Company's stock at $15.00 per share and the possibility of the
sale of his remaining approximately 1.1 million shares at that same price. On
January 8, 2006, the sale of the 1.0 million shares was consummated, which
resulted in those shares becoming "restricted securities" under Rule 144 of the
Securities and Exchange Commission. In connection with that agreement, it was
publicly reported in Schedule 13D filed with the Securities and Exchange
Commission that the buyers intended to commence negotiations with Riviera to
acquire the Company at a price of not less than $15.00 per share. On March 2,
2006, discussions between the Special Committee of the Company's Board of
Directors and the buyers of Mr. Westerman's shares, concerning the possible
acquisition of the Company, terminated because the buyers and the Special
Committee did not reach agreement on the acquisition price.


19.  UNAUDITED QUARTERLY FINANCIAL DATA

<TABLE>
<CAPTION>

RIVIERA HOLDINGS CORPORATION
UNAUDITED QUARTERLY FINANCIAL DATA
(Amounts in Thousands, Except per Share Data)
-------------------------------------------------------------------------------
                                   March 31   June 30  September 30  December 31
Year ended December 31, 2005:
<S>                                  <C>       <C>        <C>        <C>
  Net revenues                       $ 52,464  $ 53,257   $ 50,337   $ 46,169
  Operating income                      8,757     5,607      5,320      2,705
  Income (loss) before tax benefit      2,138   (1,003)    (1,273)    (3,861)
  Net Income (loss)                     2,138   (1,003)    (1,273)    (3,861)
  Income (loss) per share basic &
     diluted                           $ 0.18   $ (0.08)   $ (0.11)   $ (0.33)


Year ended December 31, 2004:
  Net revenues                       $ 50,460  $ 52,794   $ 50,617   $ 47,479
  Operating income                      7,374     7,563      4,810      5,212
  Income (loss) before tax benefit        540        829   (1,988)    (1,467)
  Net Income (loss)                       540        829   (1,988)    (1,467)
  Income (loss) per share basic &
       diluted                         $ 0.05    $ 0.08    $ (0.19)   $ (0.14)
</TABLE>


                                        F-31
<PAGE>