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

                                    FORM 10-K

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

The Registrant  meets the conditions set forth in General  Instruction I(1)

(a) and (b) of Form 10-K and is  therefore  filing  this  Form with the  reduced
disclosure format.

    (Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 [No Fee Required] For the fiscal year ended December 31, 2000.

[ ]  Transition  report  pursuant  to  sections  13 or 15(d)  of the  Securities
Exchange Act of 1934 [Fee Required] For the transition period from __________ to
__________

                  Commission file number 333-8163

                        RIVIERA BLACK HAWK, INC.
       (Exact name of Registrant as specified in its charter)

      Colorado                                                  86-0886265
(State of Incorporation)                               (IRS. Employer ID Number)

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

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

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

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

           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.

         The Registrant's  Common Stock is owned 100% indirectly by its ultimate
parent Riviera Holdings  Corporation,  a reporting company. As of March 16, 2001
the number of outstanding shares of the Registrant's Common Stock was 1,000.

Documents incorporated by reference:

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                             Page 1 of 22 Pages
                    Exhibit Index Appears on Page 21 hereof.


<PAGE>


                             RIVIERA BLACK HAWK, INC.
                    ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
                          YEAR ENDED DECEMBER 31, 2000
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

<S>         <C>                                                                                                  <C>
Item 1.    Business...............................................................................................3
           General................................................................................................3
           The Riviera Black Hawk Casino..........................................................................3
           Geographical Markets...................................................................................4
           Competition............................................................................................5
           Employees and Labor Relations..........................................................................6
           Regulation and Licensing...............................................................................6
           Federal Registration..................................................................................11

Item 2.    Property..............................................................................................12

Item 3.    Legal Proceedings.....................................................................................12

Item 4.    Submission of Matters to a Vote of Security Holders...................................................12

Item 5.    Market for the Registrant's Common Stock and Related Security Holder Matters..........................12

Item 6.    Selected Financial Data...............................................................................12

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.................12
           Results of Operations.................................................................................13
           Liquidity and Capital Resources.......................................................................15
           Recently Adopted Accounting Standards.................................................................16
           Recently Issued Accounting Standards..................................................................17
           Forward Looking Statements............................................................................17

Item 7a.   Quantitative and Qualitative Market Risk Disclosure...................................................17

Item 8.    Financial Statements .................................................................................18

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..................18

Item 10.   Directors and Executive Officers of the Registrant (not applicable)...................................18

Item 11.   Executive Compensation (not applicable)...............................................................18

Item 12.   Security Ownership of certain Beneficial Owners and Management (not applicable).......................18

Item 13.   Certain Relationships and Related Transactions .......................................................18

Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8K........................................18
</TABLE>
                                        2
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         PART I

General

         Riviera Black Hawk, Inc., a Colorado corporation,  was formed on August
18,  1997  and is  wholly-owned  by  Riviera  Operating  Corporation,  a  Nevada
corporation,  which is, in turn, wholly-owned by Riviera Holdings Corporation, a
Nevada  corporation.  Riviera  Holdings  Corporation,  through its  wholly-owned
subsidiary,  Riviera Operating  Corporation,  also owns and operates the Riviera
Hotel &  Casino  ("Riviera  Las  Vegas")  located  on  "The  Strip,"  Las  Vegas
Boulevard, in Las Vegas, Nevada. Opened in 1955, Riviera Las Vegas has developed
a  long-standing  reputation  for  delivering  high  quality,   traditional  Las
Vegas-style gaming, entertainment and other amenities.

         The Riviera Black Hawk Casino  (Riviera  Black Hawk) opened on February
4, 2000. Located in Black Hawk, Colorado, approximately forty (40) miles west of
Denver,  our casino is one of the first three  encountered  when  traveling from
Denver to the  adjacent  gaming  cities of Black Hawk and  Central  City.  It is
located on the  corner of Mill and Main  Streets,  across  from both the Isle of
Capri casino and the Colorado Central Station casino.  Riviera Black Hawk offers
parking for 520 vehicles,  of which ninety-two  percent (92%) are covered,  with
convenient and free self-park and valet options.

Gaming

         Our casino  features the third largest  number of gaming devices in the
market  with  approximately  960  slot  machines  and 12  blackjack  tables.  In
Colorado, each slot machine and each table game is considered one gaming device.

Restaurants

         The  quality,  value  and  variety  of  food  served  are  critical  to
attracting  Black Hawk visitors.  Riviera Black Hawk offers one restaurant,  the
World's Fare Buffet,  a casual  buffet  style  restaurant  located on the second
floor of the facility with a seating capacity of up to 265 people.  The flexible
design of the  restaurant  allows for the  conversion of a portion of the dining
area into  private  seating for up to 88 people for private  parties and special
events.  In addition to the  restaurant,  our casino also includes two bars, one
located in the entertainment area and the other one on the casino floor.

Entertainment

         Riviera   Black  Hawk   includes  a  7,000   square   feet,   multi-use
entertainment  center  located  on the  second  level of the  facility  with the
capacity to seat approximately 500 people. This is one of the largest facilities
in the Black Hawk market enabling us to feature  entertainment  performances and
special  events.  When not in use, the  entertainment  center is  available  for
meetings, parties and other promotional events.

Marketing Strategy

         The initial  participants  in this market  were small,  privately  held
gaming  facilities whose inability to offer convenient  parking and a full range
of traditional casino amenities limited the growth of this market. Subsequently,
larger  casinos  offering such  amenities  have entered the market and have been
gaining  market  share,  contributing  to the  consistent  growth in the overall
market. As of December 31, 2000, there were 26 casinos in the Black Hawk/Central
City market,  with ten (10) casinos each offering more than 400 gaming  devices.
Isle of Capri,  located  across the street  from our casino  with  approximately
1,145 gaming  machines and 1,000  covered  parking  spaces,  has been the market
leader in terms of win per gaming device.
                                        3
<PAGE>
         We attract customers to our casino by implementing marketing strategies
and promotions  designed  specifically for this market.  In doing so, we hope to
create  customer  loyalty  and  benefit  from  repeat  visits by our  customers.
Specific  marketing  programs to support this strategy include the Riviera Black
Hawk Player's Club and "V.I.P." services offered to repeat gaming customers. The
Riviera  Black Hawk Player's  Club is a promotion  that rewards  casino play and
repeat visits to the casino with various  privileges  and amenities such as cash
bonuses,  logo gift items and invitations to special events, such as parties and
concerts.  We have used the Player's Club  promotion in our casino in Las Vegas.
In our  capacity as manager of the  Riviera  Black Hawk,  we are  tailoring  the
Player's Club promotion in Las Vegas for the Black  Hawk/Central  City market to
implement at our casino. "V.I.P." services are available to the highest level of
players and include special valet and self-parking services,  complimentary food
and entertainment  offerings and special events  specifically  designed for this
group of customers.

         We benefit from strong  "walk-in"  traffic due to the  proximity of our
casino to the Isle of Capri Casino and the Colorado  Central Station casino.  We
have been and  continue  to develop  specific  marketing  programs  designed  to
attract  these  "walk-in"  customers.  We  emphasize  quality  food and beverage
amenities with customer  friendly  service as a marketing tool. In addition,  we
provide  entertainment  programs  designed  to  meet  the  tastes  of the  Black
Hawk/Central  City market,  such as live music  performances by popular regional
and national groups, comedians and boxing.

         We rely on database marketing in order to best identify target customer
segments of the population  and to tailor the casino's  promotions and amenities
to our core group of  customers.  We use the current  database  to identify  and
stratify slot players living  primarily in Colorado for appropriate  incentives.
Approximately  105,000 of these slot players have been identified as of December
31, 2000. In addition,  we promote our casino by advertising  in newspapers,  on
billboards and on the radio in the local areas.

Geographical Markets

The Black Hawk Market

         Gaming was first  introduced to the Black  Hawk/Central  City market in
October 1991 following a state-wide  referendum  where Colorado  voters approved
limited stakes gaming for three historic mining towns - Black Hawk, Central City
and Cripple  Creek.  Limited stakes gaming is defined as a maximum single bet of
$5. Black Hawk and Central City are contiguous  cities located  approximately 40
miles west of Denver and about ten miles  north of  Interstate  Highway  70, the
main  east-west  artery  from  Denver.  Historically,   these  two  gold  mining
communities were popular tourist towns.  However,  since the inception of casino
gaming in October 1991, many of the former tourist-related  businesses have been
displaced by gaming establishments.

         The first  casino in the Black  Hawk/Central  City market was opened in
October 1991 with 14 casinos open by the end of that year. The pace of expansion
increased further in 1992 with the number of casinos in the market peaking at 42
casinos.  However,  due to a  trend  of  consolidation  in the  market  and  the
displacement  of small  casinos  by the  entry  of  larger,  better  capitalized
operators, the number of casinos has declined to 26 as of December 31, 2000.

         The Black  Hawk/Central  City  market  primarily  caters to  "day-trip"
customers  from  Denver,  Boulder,  Fort Collins and Golden as well as Cheyenne,
Wyoming.  We believe an estimated adult population  exceeding 2.3 million people
reside within this 100-mile  radius of Black Hawk. In addition,  we believe that
residents  within a 100 mile  radius of the City of Black Hawk had an  estimated
average  household income in excess of $50,000 per annum in 2000 based upon data
contained in the Bear Sterns Global Gaming Almanac.

         Since 1992, the number of gaming devices in the Black Hawk/Central City
market has grown 44.4% from 7,252 devices in 1992 to 10,469 devices in 2000. The
total number of slot machines has  increased  45.7% since 1992 to 10,323 in 2000
                                        4
<PAGE>
while the total  number of tables in the market has  decreased  to 146 tables in
the market at the end of 2000.  Win per gaming  device per day has  continued to
grow  despite the  increase in the number of gaming  devices.  The City of Black
Hawk experienced a 22.2% increase in gaming revenue in 2000.

         The City of Black  Hawk has  experienced  more  significant  growth  in
gaming  revenues than Central City since 1992.  The  popularity of Black Hawk in
comparison to Central City is due primarily to Black Hawk's  superior  access to
major highways,  as patrons must first pass through Black Hawk to access Central
City from Denver.  Due to this superior  location,  larger casino operators have
focused on  building in the City of Black  Hawk.  As a result,  casinos in Black
Hawk now generally  feature a larger average number of gaming  devices,  a wider
variety of amenities and convenient free parking for patrons. These factors have
contributed to growth in Black Hawk gaming revenues at a compound annual rate of
29.1% since 1992 compared to a negative growth for Central City of 1.5% over the
same  period.  The number of slot  machines and tables in the City of Black Hawk
has increased  119.5% and 41.0%,  respectively  since 1992,  while the number of
slot  machines  and  tables  in  Central  City has  declined  39.5%  and  57.1%,
respectively over the same period.

Competition

         The Black  Hawk/Central  City gaming market is characterized by intense
competition.  The  primary  competitive  factors  in the  market  are  location,
availability  and  convenience  of parking,  number of slot  machines and gaming
tables, types and pricing of non-gaming amenities,  name recognition and overall
atmosphere. Our main competitors are the larger gaming facilities,  particularly
those with considerable on-site or nearby parking and established reputations in
the local market. As of December 31, 2000 there were 19 gaming facilities in the
Black  Hawk  market  with  nine  casinos  each  offering  more  than 400  gaming
positions.  Construction has also begun on phase one of the "Hyatt Casino" which
is due to open in the fourth quarter, 2001 and is expected to feature over 1,000
slot machines.  Further phases are scheduled to include a hotel as well as other
amenities.  Other  projects  have also been  announced,  proposed,  discussed or
rumored for the Black Hawk/Central City market.

         The gaming  facilities  near the  intersection of Main and Mill Streets
provide significant  competition to our casino. The Isle of Capri Casino,  which
we believe to be the most successful casino in Colorado, opened in December 1998
and is  located  directly  across  the  street  from  our  casino  and  features
approximately 1,145 slot machines, 14 table games, 1,000 parking spaces, and 235
hotel rooms in 2000.  Colorado Central  Station,  which has been one of the most
successful casinos in Colorado, is located across the street from our casino and
has  approximately  700 slot machines,  20 gaming tables and  approximately  700
valet parking spaces.

         The number of hotel  rooms  currently  in the Black  Hawk/Central  City
market is approximately  405, with only three gaming facilities  providing hotel
accommodations to patrons.  These include Harvey's Wagon Wheel Casino Hotel with
approximately 120 rooms, the Lodge at Black Hawk with approximately 50 rooms and
the Isle of Capri Casino which opened 235 rooms in 2000.  Casinos offering hotel
accommodations  for  overnight  stay may have a competitive  advantage  over our
casino. Due to certain zoning restrictions primarily regarding height,  however,
we believe that  self-parking  is a more effective  utilization of our available
space and that providing hotel  accommodations will not be a significant factor,
but instead will contribute to growth in the overall market.

         Historically,  the city of Black  Hawk has  enjoyed an  advantage  over
Central City because customers have to drive through Black Hawk to reach Central
City.  Central City has received approval for the development of a road directly
connecting  Central  City and Black Hawk with  Interstate  70 which  would allow
customers to reach Central City without driving by or through Black Hawk.  There
remain significant financial obstacles to the development of this road and it is
uncertain  whether it will be developed over the near to  intermediate  term, or
developed at all.
                                        5
<PAGE>
         Currently,  limited  stakes  gaming  in  Colorado  is  constitutionally
authorized in Central City,  Black Hawk,  Cripple Creek and two Native  American
reservations in southwest Colorado.  However,  gaming could be approved in other
Colorado  communities in the future. The legalization of gaming closer to Denver
would likely have a material adverse effect on our future results of operations.
We also  compete  with  other  forms of gaming in  Colorado,  including  lottery
gaming, and horse and dog racing as well as other forms of entertainment.

         It is also  possible  that new forms of gaming  could  compete with our
casino.  Currently,  Colorado law does not authorize  video  lottery  terminals.
However,  Colorado law permits the  legislature,  with  executive  approval,  to
authorize new types of lottery gaming,  such as video lottery  terminals.  Video
lottery  terminals are games of chance,  similar to slot machines,  in which the
player  pushes a button that causes a random set of numbers or  characters to be
displayed on a video  screen.  The player may be awarded a ticket,  which can be
exchanged  for cash or credit play.  This form of gaming could compete with slot
machine gaming.

         Pursuant to a license  agreement  Riviera Las Vegas licenses the use at
the Black Hawk casino of all of the trademarks,  service marks and logos used by
Riviera Las Vegas. In addition,  the license agreement  provides that additional
trademarks,  service marks and logos acquired or developed by us and used at our
other facilities will be subject to the license agreement.

Employees and Labor Relations

         Riviera  Black Hawk opened on February 4, 2000 with  approximately  450
employees.  As of December 31, 2000,  the total number of employees was 399. The
Black  Hawk/Central  City labor market is very  competitive.  Riviera Black Hawk
believes that it will be able to maintain its current employee level.  There can
be no assurance,  however, that new and existing casinos will not affect Riviera
Black Hawk's ability to maintain its current employee level.

         There are currently no collective  bargaining  agreements in Black Hawk
casinos.

Regulation and Licensing

Colorado Gaming and Liquor Regulation

Summary

         In general we, Riviera Black Hawk, our principal executive officers and
those of Riviera  Holdings,  and any of our  employees  who are  involved in our
gaming  operations,  are  required to be found  suitable  for  licensure  by the
Colorado Gaming Commission. Colorado also requires that significant stockholders
of five  percent  (5%) or  more  of our  stock  be  certified  as  suitable  for
licensure.  Riviera Black Hawk's  original retail gaming license was approved by
the  Colorado  Gaming  Commission  on November 18,  1999,  and was  successfully
renewed on November 18, 2000.

Background

         Pursuant to an amendment to the Colorado  Constitution,  limited stakes
gaming became lawful in the cities of Central City, Black Hawk and Cripple Creek
on October 1, 1991.  Limited  stakes  gaming means a maximum  single bet of five
dollars on slot machines and in the card games of blackjack and poker.

         Limited stakes gaming is confined to the commercial  districts of these
cities as defined by  Central  City on October 7, 1981,  by Black Hawk on May 4,
                                        6
<PAGE>
1978,  and by Cripple  Creek on  December  3, 1973.  In  addition  the  Colorado
Amendment  restricts  limited  stakes gaming to  structures  that conform to the
architectural  styles and  designs  that were common to the areas prior to World
War I, and which  conform to the  requirements  of  applicable  city  ordinances
regardless of the age of the structures.  Under the Colorado Amendment,  no more
than 35% of the square  footage of any  building and no more than 50% of any one
floor of any building may be used for limited stakes  gaming.  Persons under the
age of 21 cannot  participate in limited stakes gaming.  The Colorado  Amendment
also  prohibits  limited  stakes gaming  between the hours of 2:00 a.m. and 8:00
a.m., and allows limited  stakes gaming to occur in  establishments  licensed to
sell alcoholic beverages.

         Further, the Colorado Amendment provides that, in addition to any other
applicable  license fees,  up to a maximum of 40% of the total  amounts  wagered
less  payouts to players  may be payable  by a  licensee  for the  privilege  of
conducting  limited stakes gaming.  Such  percentage is to be established by the
Colorado Commission on July 1 annually.

         The Colorado Act declares  public policy on limited stakes gaming to be
that:  (1) the  success  of  limited  sakes  gaming  is  dependent  upon  public
confidence and trust that licensed  limited stakes gaming is conducted  honestly
and  competitively;  the rights of the  creditors  of licensees  are  protected;
gaming is free from criminal and corruptive elements;  (2) public confidence and
trust can be maintained  only by strict  regulation  of all persons,  locations,
practices,  associations  and  activities  related to the  operation of licensed
gaming  establishments and the manufacture or distribution of gaming devices and
equipment;  (3) all  establishments  where limited gaming is conducted and where
gambling devices are operated,  and all manufacturers,  sellers and distributors
of certain gambling devices and equipment must therefore be licensed, controlled
and assisted to protect the public  health,  safety,  good order and the general
welfare of the  inhabitants  of the state to foster the stability and success of
limited stakes gaming and to preserve the economy, policies and free competition
in Colorado;  and (4) no applicant for a license or other approval has any right
to a license or to the granting of the approval  sought.  Any license  issued or
other commission  approval granted pursuant to the provisions of this Article is
a revocable privilege, and no holder acquires any vested rights therein.

Regulatory Structure

         The Colorado Act subjects the ownership and operation of limited stakes
gaming  facilities  in Colorado to extensive  licensing  and  regulation  by the
Colorado Commission. The Colorado Commission has full and exclusive authority to
promulgate, and has promulgated,  rules and regulations governing the licensing,
conducting and operating of limited stakes gaming. The Colorado Act also created
the  Colorado  Division of Gaming  within the  Colorado  Revenue  Department  to
license,  regulate  and  supervise  the  conduct  of  limited  stakes  gaming in
Colorado.  The division is supervised  and  administered  by the Director of the
Division of Gaming.

Gaming licenses

The Colorado Commission may issue:

o        slot machine manufacturer or distributor,

o        operator,

o        retail gaming,

o        support and
                                        7
<PAGE>
o        key employee gaming licenses.

           The first  three  licenses  require  annual  renewal by the  Colorado
Commission.  Support and key  employee  licenses are issued for two year periods
and are renewable by the Division  Director.  The Colorado  Commission has broad
discretion to condition, suspend for up to six months, revoke, limit or restrict
a license at any time and also has the authority to impose fines.

         An  applicant  for  a  gaming   license  must  complete   comprehensive
application forms, pay required fees and provide all information required by the
Colorado Commission and the Division of Gaming.  Prior to licensure,  applicants
must satisfy the  Colorado  Commission  that they are  suitable  for  licensing.
Applicants have the burden of proving their qualifications and must pay the full
cost of any  background  investigations.  There  is no limit on the cost of such
background investigations.

         Gaming  employees  must hold either a support or key employee  license.
Every retail gaming licensee must have a key employee  licensee in charge of all
limited stakes gaming  activities when limited stakes gaming is being conducted.
The Colorado  Commission may determine that a gaming  employee is a key employee
and, require that such person apply for a key employee license.

         A retail gaming license is required for all persons  conducting limited
stakes gaming on their premises.  In addition,  an operator  license is required
for all  persons  who engage in the  business  of  placing  and  operating  slot
machines on the premises of a retailer.  However,  a retailer is not required to
hold an operator license.  No person may have an ownership interest in more than
three retail gaming licenses. A slot machine manufacturer or distributor license
is required for all persons who manufacture, import and distribute slot machines
in Colorado.

         The Colorado  Regulations  require that every  officer,  director,  and
stockholder of private  corporations or equivalent  office or ownership  holders
for non-corporate applicants, and every officer, director or stockholder holding
either a 5% or greater  interest or  controlling  interest of a publicly  traded
corporation  or owners of an  applicant  or  licensee  shall be a person of good
moral character and submit to a full background  investigation  conducted by the
Division of Gaming and the  Colorado  Commission.  The Colorado  Commission  may
require any person having an interest in a license to undergo a full  background
investigation  and pay the  cost  of  investigation  in the  same  manner  as an
applicant.

         Persons  found  unsuitable by the Colorado  Commission  may be required
immediately  to  terminate  any  interest,  association,  or  agreement  with or
relationship  to a  licensee.  A finding of  unsuitability  with  respect to any
officer, director, employee, associate, lender or beneficial owner of a licensee
or applicant  also may  jeopardize  the  licensee's  license or the  applicant's
application.  A license  approval may be conditioned upon the termination of any
relationship with unsuitable  persons.  A person may be found unsuitable because
of prior acts,  associations or financial conditions.  Acts that would lead to a
finding of  unsuitability  are those that would  violate the Colorado Act or the
Colorado  Regulations or that contravene the legislative purpose of the Colorado
Act.

Duties of licensees

         An  applicant  or  licensee  must  report to the  Division of Gaming or
Colorado  Commission  all leases not later than 30 days after the effective date
of the lease. Also, an applicant or a licensee, upon the request of the Colorado
Commission or the Division  Director,  must submit copies of all written  gaming
contracts and  summaries of all oral gaming  contracts to which it is or intends
to become a party. The Division Director or the Colorado  Commission may require
changes in the lease or gaming  contract  before an  applicant  is  approved  or
participation  in such  agreement is allowed or may require  termination  of the
lease or gaming contract.
                                        8
<PAGE>
         The Colorado Amendment and the Colorado  Regulations  require licensees
to maintain detailed records that account for all business transactions. Records
must be furnished upon demand to the Colorado Commission, the Division of Gaming
and other law enforcement  authorities.  The Colorado Regulations also establish
extensive  playing  procedures  and rules of play for poker,  blackjack and slot
machines.  Retail gaming  licenses  must adopt  comprehensive  internal  control
procedures.  Such  procedures  must be  approved  in advance by the  Division of
Gaming and  include the areas of  accounting,  surveillance,  security,  cashier
operations,  key control and fill and drop procedures,  among others.  No gaming
devices  may be used in  limited  stakes  gaming  without  the  approval  of the
Division Director or the Colorado Commission.

         Licensees have a continuing duty to immediately  report to the Division
of Gaming the name,  date of birth and social security number of all persons who
obtain an  ownership,  financial  or equity  interest  in the  licensee of 5% or
greater,  who have the ability to control the licensee,  who have the ability to
exercise significant  influence over the licensee or who loan any money or other
thing of value to the licensee.  Licensees must report to the Division of Gaming
all  gaming  licenses,  and all  applications  for gaming  licenses,  in foreign
jurisdictions.

         With  limited  exceptions  applicable  to  licensees  that are publicly
traded  entities,  no person may sell,  lease,  purchase,  convey or acquire any
interest in a retail  gaming or operator  license or business  without the prior
approval of the Colorado Commission.

         All agreements,  contracts, leases, or arrangements in violation of the
Colorado  Amendment,  the Colorado Act or the Colorado  Regulations are void and
unenforceable.

Taxes, fees and fines

         The Colorado Amendment requires an annual tax of up to 40% on the total
amount wagered less all payouts to players.  With respect to games of poker, the
tax is  calculated  based on the sums wagered which are retained by the licensee
as  compensation.  Effective  July  1 of  each  year,  the  Colorado  Commission
establishes  the gaming tax for the following 12 months.  Currently,  the gaming
tax is:

o        .25% on the first $2 million of these amounts;

o        2% on amounts from $2 million to $4 million;

o        4% on amounts from $4 million to $5 million;

o        11% on amounts from $5 million to $10 million;

o        16% on amounts from $10 million to $15 million; and

o        20% on amounts over $15 million.

         The Colorado Commission has eliminated the annual device fee for gaming
device machines, blackjack tables and poker tables.

         The  municipality  of Black Hawk  assesses an annual device fee of $750
per device.  There is no statutory limit on state or city device fees, which may
be  increased  at the  discretion  of the Colorado  Commission  or the city.  In
addition,  a  business  improvement  fee of as  much as $102  per  device  and a
transportation  authority  device  fee of  $77.04  per  device  also  may  apply
depending upon the location of the licensed  premises in Black Hawk. The current
                                        9
<PAGE>
annual business  improvement fee is $89.04. The transportation  authority device
fee was increased to $154.08 per device effective January 31, 2001.

         Black  Hawk  also  imposes  taxes  and  fees on  other  aspects  of the
businesses of gaming licensees, such as parking, alcoholic beverage licenses and
other municipal taxes and fees.  Significant  increases in these fees and taxes,
or the imposition of new taxes and fees, may occur.

         Violation  of the  Colorado  Gaming  Act or  the  Colorado  Regulations
constitutes  a class 1  misdemeanor  which may subject the  violator to fines or
incarceration  or both.  A licensee  who  violates  the  Colorado  Gaming Act or
Colorado  Regulations is subject to suspension of the license for a period of up
to six months, fines or both, or to license revocation.

Requirements for publicly traded corporations

         The  Colorado   Commission   has  enacted  Rule  4.5,   which   imposes
requirements on publicly traded corporations holding gaming licenses in Colorado
and on gaming  licenses  owned  directly  or  indirectly  by a  publicly  traded
corporation,  whether  through a subsidiary or  intermediary  company.  The term
"publicly traded corporation"  includes  corporations,  firms, limited liability
companies, trusts, partnerships and other forms of business organizations.  Such
requirements  automatically  apply to any ownership  interest held by a publicly
traded corporation,  holding company or intermediary company thereof,  where the
ownership  interest  directly or indirectly  is, or will be upon approval of the
Colorado  Commission,  5% or more of the entire  licensee.  In any event, if the
Colorado  Commission  determines  that  a  publicly  traded  corporation,  or  a
subsidiary,  intermediary  company or holding  company has the actual ability to
exercise  influence  over a licensee,  regardless of the percentage of ownership
possessed by said  entity,  the  Colorado  Commission  may require the entity to
comply with the disclosure regulations contained in Rule 4.5.

         Under Rule 4.5, gaming licensees,  affiliated companies and controlling
persons  commencing  a public  offering  of voting  securities  must  notify the
Colorado  Commission no later than ten business days after the initial filing of
a registration  statement with the Securities and Exchange Commission.  Licensed
publicly traded  corporations  are also required to send proxy statements to the
Division of Gaming  within 5 days after their  distribution.  Licensees  to whom
Rule 4.5  applies  must  include in their  charter  documents  provisions  that:
restrict the rights of the  licensees to issue  voting  interests or  securities
except in accordance with the Colorado Gaming Act and the Colorado  Regulations;
limit the  rights of persons to  transfer  voting  interests  or  securities  of
licensees  except in  accordance  with the Colorado  Gaming Act and the Colorado
Regulations;  and provide that  holders of voting  interests  or  securities  of
licensees  found  unsuitable by the Colorado  Commission  may, within 60 days of
such finding of unsuitability, be required to sell their interests or securities
back  to the  issuer  at the  lesser  of the  cash  equivalent  of the  holders'
investment  or the market price as of the date of the finding of  unsuitability.
Alternatively,   the  holders   may,   within  60  days  after  the  finding  of
unsuitability, transfer the voting interests or securities to a suitable person,
as  determined  by the  Colorado  Commission.  Until  the  voting  interests  or
securities  are held by suitable  persons,  the issuer may not pay  dividends or
interest,  the  securities  may not be voted,  they may not be  included  in the
voting or securities of the issuer,  and the issuer may not pay any remuneration
in any form to the holders of the securities.

Pursuant to Rule 4.5, persons who acquire direct or indirect beneficial
ownership of

o  5% or more of any class of voting securities of a publicly traded corporation
   that is required to include in its articles of organization the Rule 4.5
   charter language provisions or

o  5% or more of the beneficial interest in a gaming licensee directly or
   indirectly through any class of voting securities of any holding company or
   intermediary company of a licensee, referred to as qualifying persons, shall
   notify the Division of Gaming within 10 days of such acquisition, are
                                        10
<PAGE>
   required to submit all requested information and are subject to a finding of
   suitability as required by the Division of Gaming or the Colorado Commission.
   Licensees also must notify any qualifying persons of these requirements.  A
   qualifying person other than an institutional investor whose interest equals
   10% or more must apply to the Colorado Commission for a finding of
   suitability within 45 days after acquiring such securities.  Licensees must
   also notify any qualifying persons of these requirements.  Whether or not
   notified, qualifying persons are responsible for complying with these
   requirements.

         A qualifying person who is an institutional investor under Rule 4.5 and
who,  individually  or  in  association  with  others,  acquires,   directly  or
indirectly,  the  beneficial  ownership  of 15% or more of any  class of  voting
securities  must apply to the Colorado  Commission  for a finding of suitability
within 45 days after acquiring such interests.

         The  Colorado   Regulations   also  provide  for  exemption   from  the
requirements  for a finding of suitability  when the Colorado  Commission  finds
such action to be consistent with the purposes of the Colorado Act.

         Pursuant  to  Rule  4.5,  persons  found  unsuitable  by  the  Colorado
Commission  must be  removed  from any  position  as an  officer,  director,  or
employee  of a  licensee,  or  from a  holding  or  intermediary  company.  Such
unsuitable  persons also are  prohibited  from any  beneficial  ownership of the
voting  securities of any such entities.  Licensees,  or affiliated  entities of
licensees,  are subject to sanctions for paying  dividends or  distributions  to
persons found unsuitable by the Colorado  Commission,  or for recognizing voting
rights of, or paying a salary or any  remuneration  for services to,  unsuitable
persons.  Licensees or their  affiliated  entities  also may be  sanctioned  for
failing to pursue  efforts to require  unsuitable  persons to  relinquish  their
interest.  The Colorado  Commission  may  determine  that anyone with a material
relationship  to, or material  involvement  with,  a licensee  or an  affiliated
company must apply for a finding of suitability or must apply for a key employee
license.

Alcoholic Beverage Licenses

         The sale of alcoholic beverages in gaming  establishments is subject to
strict  licensing,  control  and  regulation  by state  and  local  authorities.
Alcoholic beverage licenses are revocable and  nontransferable.  State and local
licensing authorities have full power to limit,  condition,  suspend for as long
as six months or revoke any such licenses. Violation of state alcoholic beverage
laws may constitute a criminal  offense  resulting in  incarceration,  fines, or
both.

         There are various classes of retail liquor licenses which may be issued
under the  Colorado  Liquor Code.  A gaming  licensee  may sell malt,  vinous or
spirituous liquors only by the individual drink for consumption on the premises.
Even though a retail  gaming  licensee may be issued  various  classes of retail
liquor licenses,  such gaming licensee may only hold liquor licenses of the same
class. An application  for an alcoholic  beverage  license in Colorado  requires
notice, posting and a public hearing before the local liquor licensing authority
prior to approval of the same.  The  Colorado  Department  of  Revenue's  Liquor
Enforcement  Division  must also approve the  application.  Riviera Black Hawk's
hotel and  restaurant  license  has been  approved  by both the local  licensing
authority and the State Division of Liquor Enforcement.

Federal Registration

         Riviera Black Hawk, Inc. is required to annually file with the Attorney
General of the United States in  connection  with  the  sales, distribution,  or
operations of slot machines.   All requisite  filings for  the present year have
been made.
                                        11
<PAGE>
Item 2.  Property

         Riviera  Black  Hawk owns the Black  Hawk  land,  which is located on a
71,000 square foot parcel of real property in Black Hawk, Colorado and comprises
of   approximately   32,000   square  feet  of  gaming  space  and  parking  for
approximately 520 vehicles  (substantially all of which are covered), a 265 seat
buffet, two bars and an entertainment  center with seating for approximately 500
people.

Item 3.  Legal Proceedings

         We may be a party to several routine  lawsuits both as plaintiff and as
defendant arising from the normal operations of a casino. We do not believe that
the outcome of such litigation,  in the aggregate,  will have a material adverse
effect on our financial position or results of our operations.

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

         Not applicable.


PART II

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

         Not applicable.

Item 6.  Selected Financial Data

           The following  table sets forth a summary of selected  financial data
for the Company for the years ended December 31, in thousands:
<TABLE>
<CAPTION>
                                             2000       1999       1998        1997
<S>                                       <C>            <C>       <C>          <C>
Net Operating  Revenue                    $39,713        (a)        (a)         (a)
Net Income (Loss)                          (2,946)     $(474)
Total Assets                               81,459     72,950
Long-Term Debt                             45,777     45,742

     (a) The Company was in the  development  stage from its inception on August
     18,  1997  through  February  4, 2000.  During  fiscal  1999,  the  Company
     recognized  $595,000  in  preopening  expenses,   although  there  were  no
     operations.
</TABLE>
Item 7.   Management's Discussion and Analysis of Financial Condition and
Results of Operations

         Special factors affecting comparability of results of operations.

         Riviera  Black Hawk,  opened for business on February 4, 2000.  Results
from Operations were first discussed in the Form 10Q for the period ended March
31, 2000.
                                        12
<PAGE>
Results of Operations

         The following table sets forth the Company's income statement data as a
percentage  of net  revenues  (unless  otherwise  noted) for the Company for the
periods indicated:
<TABLE>
<CAPTION>
<S>                                                                <C>           <C>            <C>
                                                                  2000           1999           1998
Revenues:
  Casino                                                          95.9%
  Food and Beverage                                               10.1%
  Other                                                            1.0%
  Less promotional  allowances                                    (7.0%)
  Net revenues                                                   100.0%
Costs and Expenses:
  Casino(1)                                                       57.6%
  Food and Beverage(1).                                           41.3%
  General and administrative                                      24.0%
  Intercompany management fees                                     1.4%
  Preopening expense                                               3.1%
  Depreciation and amortization                                    7.4%

Total Costs and Expenses                                          95.3%
Income from operations                                             4.7%
Interest expense                                                (19.4)%
Interest income                                                    0.8%
Interest, capitalized                                              1.5%

Loss before benefit for income taxes                             (12.4%)
Benefit for income  taxes                                         (4.9%)

  Net Loss                                                        (7.4%)

  EBITDA (2) margin                                               16.6%            N/A             N/A
----------------------------------------------------------------------------------------------------------------
(1) Shown as a percentage of corresponding departmental revenue.

(2) EBITDA consists of earnings before interest,  income taxes, depreciation and
    amortization(excluding preopening expense and intercompany management fees).
    While EBITDA should not be construed as a substitute for operating income or
    a better  indicator of liquidity than cash flow from  operating  activities,
    which are  determined  in  accordance  with  generally  accepted  accounting
    principles ("GAAP"), it is included herein to provide additional information
    with respect to the ability of the Company to meet its future debt  service,
    capital expenditure and working capital requirements. Although EBITDA is not
    necessarily  a measure  of the  Company's  ability  to fund its cash  needs,
    management  believes that certain  investors find EBITDA to be a useful tool
    for measuring the ability of the Company to service its debt.  The Company's
    computation  of  EBITDA  may not be  comparable  to other  similarly  titled
    measures of other companies
</TABLE>
                                        13
<PAGE>
2000 Compared to 1999

         Special Factors Effecting Comparability of Results of Operations

         Riviera Black Hawk was in the  development  stage during 1999 and until
February 4, 2000 when the casino opened.  Accordingly,  the consolidated results
of operations for fiscal 2000 and 1999 are not be comparable.

         The  following  table sets forth,  for the periods  indicated,  certain
operating  data for Riviera  Black Hawk.  EBITDA for the  purposes of this table
excludes corporate  expense,  pre-opening  expense and inter-company  management
fees. Operating income from properties is presented as shown on the Consolidated
Statement of Operations.
<TABLE>
<CAPTION>

         (In thousands)                                  2000              1999
<S>                                                    <C>                 <C>
         Net revenues                                  $39,713             $ n/a
         EBITDA                                         $6,597               n/a
         EBITDA Margin(3)                                16.6%               n/a
         Income (loss) from Operations                  $1,881            ($595)

         (3) Shown as a percentage of net revenue.
</TABLE>

Revenues

         Net  revenues  increased by  approximately  $39.7  million,  due to the
opening of our Black Hawk casino on February 4, 2000. Casino revenues were $38.1
million  including $36.3 million in slot revenue and $1.7 million in table games
revenue.

         Food and beverage revenues were  approximately  $4.0 million,  of which
$2.8 million were  complimentary  (promotional  allowance).  Other revenues were
approximately $0.4 million primarily from ATM transaction fees.

Direct Costs and Expenses of Operating Departments

         Total  direct  costs  and  expenses  of  operating   departments   were
approximately  $23.6 million in 2000.  Casino expense were  approximately  $21.9
million,  57.5% of casino revenues.  Food and beverage costs were  approximately
$1.7 million,  or 133% of net food and beverage  revenues as the buffet in Black
Hawk is used as a marketing tool.

Other Operating Expenses

         General and administrative expenses were approximately $9.5 million, or
23.9% of net revenues for 2000. Depreciation and amortization were approximately
$2.9 million, or 7.3% of net revenues.

         Preopening  expenses were  recorded as incurred  through the opening of
the casino on February 4, 2000 and totaled $1,222,000 in 2000 and $595,000 in
1999.

EBITDA

         Riviera Black Hawk EBITDA,  as defined,  was $6.6 million,  or 16.6% of
net revenues.
                                        14
<PAGE>
Other Income (Expense)

         Interest  expense  on the 13% First  Mortgage  Notes  issued by Riviera
Black Hawk in June 1999 combined with its interest from capital  leases  totaled
$7.7 million in 2000.  Capitalized  interest was $577,000 in 2000  compared with
$3.1  million  in  1999,   as  the  casino   opened  on  February  4,  2000  and
capitalization of interest ceased.

Net Loss

         Net loss  increased  by $2.4  million  from $.5 million in 1999 to $2.9
million in 2000 due to the factors discussed above.

1999 verses 1998

         Preopening  expenses for the year ending  December  31,  1999,  totaled
$595,000  including payroll,  rent, travel and other expenses.  Interest expense
not capitalized  during  construction  was $606,000  during 1999.  There were no
operating expenses in 1998 or 1997.

Other Income (Expense)

         Interest  expense  on the 13% First  Mortgage  Notes  issued by Riviera
Black Hawk in June 1999 combined with its other interest totaled $3.7 million in
1999. Capitalized interest was $3.1 million in 1999.

Liquidity and Capital Resources

         Future operating results are subject to significant business, economic,
regulatory and competitive  uncertainties and  contingencies,  many of which are
beyond our  control.  We  believe  that the  Riviera  Black Hawk will be able to
attract a  sufficient  number of patrons and  achieve the level of activity  and
revenues necessary to permit us to meet our obligations.  However,  there can be
no assurance that we will be able to achieve these results.

         The Company had cash and cash  equivalents  of $7.7 million at December
31, 2000.  Management  believes that cash flow from operations combined with the
$7.7 million cash and cash equivalents will be sufficient to cover the Company's
debt service and enable investment in budgeted capital expenditures for the next
twelve months.

         On June 3,1999,  the Company completed a $45 million private placement
of 13% First Mortgage Notes. The net proceeds of the placement were used to fund
the completion of Riviera Black Hawk's casino  project in Black Hawk,  Colorado.
Riviera  Holdings  Corporation  has not guaranteed the $45 million Riviera Black
Hawk,  Inc.  notes,  but has agreed to a Keep Well  Agreement  in which  Riviera
Holdings  Corporation  would  pay up to $5  million  per year  (or an  aggregate
limited  to $10  million)  for the  first  three  years of  Riviera  Black  Hawk
operations to cover if (i) the $5.85 million  interest on such notes is not paid
by Riviera  Black Hawk and (ii) the amount by which Riviera Black Hawk cash flow
is less than $9.0  million per year.  On February 14,  2001,  Riviera  Operating
Corporation contributed additional capital of approximately $3 million under the
Keepwell Agreement. The Company believes that Riviera Holdings Corporation could
satisfy the balance for this  requirement if needed.  The Company has registered
securities  identical  to the 13% Notes  under the  Securities  Act of 1933,  as
amended.  On January 4, 2000,  the Company  completed an exchange offer for such
registered securities.

                                        15
<PAGE>
         During 2000, Riviera Black Hawk repurchased $6.5 million of these notes
on the open  market at par.  In the first  quarter of 2001,  Riviera  Black Hawk
purchased an additional $2.5 million of the notes on the open market at par.

         Cash  flow from  operations  may not be  sufficient  to pay 100% of the
principal of the $45 million 13% Notes at maturity on May 1, 2005.  Accordingly,
the  ability  of  Riviera  Black  Hawk to repay  the  Notes at  maturity  may be
dependent  upon our future cash flows and our ability to refinance  those notes.
There  can be no  assurance  that  the  Company  will be able to  refinance  the
principal  amount of the Notes at maturity.  Although  Riviera Black Hawk,  Inc.
can,  at any  time  prior  to May 1,  2001,  redeem  up to 35% of the  aggregate
principal  amount  of the 13%  Notes at 113% with the  proceeds  of a  qualified
public  offering,  the subsidiary may not redeem 100% of the 13% Notes until May
1, 2002, at premiums  beginning at 106.5% and declining each  subsequent year to
par in 2004.

         The 13% Note Indentures provide that, in certain circumstances, Riviera
Black Hawk 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.

         The Note Indenture contains certain covenants,  which limit the ability
of Riviera  Black  Hawk,  Inc.  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; sell
certain  assets;  and (v) 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 would be required to curtail or defer certain of their
capital  expenditure  programs  under these  circumstances,  which could have an
adverse effect on operations. At December 31, 2000, the Company believes that it
is in compliance with the covenants.

         In July 1999,  the Company  committed to a $11.1 million  capital lease
line for 60 months at approximately 11.2 percent for gaming equipment, furniture
and fixtures at the Black Hawk,  Colorado casino.  The Company made draws on the
capital lease line  beginning in February  through March 6 of 2000 in the amount
of $9,500,000 at a weighted average interest rate of 10.5 percent. The remainder
of the lease line has been effectively cancelled.

         As of December 31, 2000, Riviera Holdings Corporation contributed $15.1
million to acquire  land for the casino in Black Hawk and $14.9  million in cash
and  capitalized  interest for developing  the land for the casino,  for a total
contribution of $30 million.

         Recently  Adopted   Accounting   Standards  -  In  December  1999,  the
Securities and Exchange  Commission  issued Staff  Accounting  Bulletin No. 101,
"Revenue  Recognition in Financial  Statements"  ("SAB 101").  SAB 101 clarifies
existing  accounting  principles  related to revenue  recognition  in  financial
statements.  The  Company was  required  to adopt SAB 101 in its  quarter  ended
December  31,  2000.  The  adoption  of SAB 101 had no impact  on the  Company's
results of operations.

         In March 2000, the Financial  Accounting  Standards  Board of the AICPA
issued FASB  Interpretation 44, "Accounting for Certain  Transactions  Involving
Stock Compensation" ("FIN 44"), which provides  clarification on the application
of Accounting  Principals Board Opinion No. 25,  "Accounting for Stock Issued to
Employees," and is effective for the Company's year ended December 31, 2000. The
adoption of FIN 44 had no impact on the Company's results of operations.
                                        16
<PAGE>
         Recently  Issued  Accounting   Standards  -  The  Financial  Accounting
Standards  Board issued SFAS No. 133,  "Accounting  for  Derivatives,"  which is
effective for fiscal years beginning after June 15, 2000. This statement defines
derivatives  and  requires  qualitative  disclosure  of  certain  financial  and
descriptive  information about a company's  derivatives.  The Company will adopt
SFAS No. 133 in the year ending  December 31, 2001.  Management  will adopt this
standard in the first  quarter of fiscal 2001.  The adoption will have no effect
on the Company or the Company's consolidated financial statements.

Forward Looking Statements

         The Private  Securities  Litigation Reform Act of 1998 provides a "safe
harbor" for certain  forward-looking  statements.  Certain matters  discussed in
this  filing  could  be  characterized  as  forward-looking  statements  such as
statements  relating  to plans for future  expansion,  as well as other  capital
spending,  financing  sources and effects of regulation  and  competition.  Such
forward-looking  statements involve important risks and uncertainties that could
cause  actual  results  to  differ  materially  from  those  expressed  in  such
forward-looking statements

Item 7a. Quantitative and Qualitative Disclosure about Market Risk

         Market risks relating to our operations  result  primarily from changes
in interest  rates.  We invest our cash and cash  equivalents  in U.S.  Treasury
Bills with maturities of 90 days or less.
<TABLE>
<CAPTION>
Interest Rate Sensitivity
Principal (Notational Amount by Expected Maturity)
Average Interest Rate

(Amounts in Thousands)                                                                                          Fair Value
<S>                               <C>        <C>        <C>        <C>        <C>         <C>           <C>        <C>
                                  2001       2002       2003       2004       2005     Thereafter      Total        At
                                                                                                                 12/31/00

Long Term Debt
Including Current Portion

Equipment loans
Black Hawk, Colorado              $10         $8                                                        $18        $18

Average interest rate            11.2%      11.2%

Capital leases
Black Hawk, Colorado            $1,672     $1,848     $2,044     $2,263       $658                   $8,485     $8,485

Average interest rate           10.8%       10.8%     10.8%       10.8%       10.8%

Special Improvement
District Bonds-Black Hawk,
 Colorado casino project          $86        $68        $71        $76         $81         $221        $603       $603

Average interest rate             5.5%       5.5%       5.5%       5.5%       5.5%          5.5%

 13% First Mortgage Note
Black Hawk, Colorado casino
Project                                                                    $38,441                   $38,441    $38,441

Average interest rate                                                        13.0%
</TABLE>
                                        17
<PAGE>
Item 8.  Financial Statements and Supplementary Data

         See financial statements included in Item 14 (a).

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

         None

Item 10.  Directors and Executive Officers of the Registrant (not applicable)

Item 11.  Executive Compensation (not applicable)

Item 12.  Security Ownership of certain Beneficial Owners and Management
(not applicable)

Item 13.  Certain Relationships and Related Transactions

         The Company has a management  agreement  (the  "Management  Agreement")
with Riviera Gaming  Management of Colorado,  Inc.,  (the "Manager") an indirect
wholly owned subsidiary of Riviera Holdings  Corporation,  which will manage the
Company. The management fee consists of a revenue fee and a performance fee. The
revenue  fee is  based on one  percent  of net  revenues  (gross  revenues  less
complimentaries)  and is payable  quarterly in arrears.  The  performance fee is
based on the following  percentages of EBITDA (earnings before interest,  taxes,
depreciation and amortization,  whose components are based on generally accepted
accounting principles): (1) 10 percent of EBITDA from $5 million to $10 million,
(2) 15 percent of EBITDA  from $10  million to $15 million and (3) 20 percent of
EBITDA in excess of $15 million.  The  performance fee is based on the preceding
quarter's EBITDA, paid in quarterly installments subject to year-end adjustment.
Under the 13% bond  indenture,  the management fees cannot be paid to the parent
unless the fixed charge coverage ratio exceeds 1.5 to one. Therefore, subsequent
to the first quarter of 2000,  these fees totaling  approximately  $557,000 have
not been paid. In addition,  inter-company  charges for the cost of labor, goods
and  services  provided by the parent  totaling  approximately  $507,000  remain
unpaid  at  December  31,  2000 and are  evidenced  by notes  receivable.  It is
anticipated that these advances will be repaid in 2001.

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

          (a)(1) List of Financial Statements

         The following Independent Auditors' Report and the Financial Statements
of the Company are  incorporated  by reference into this item 14 of Form 10-k by
Item 8 hereof:

Independent Auditor's Report dated February 14, 2001

Balance Sheets as of December 31, 2000 and 1999

Statements of Operations for the Three Years Ended December 31, 2000

Statements of Stockholder's Equity for the Three Years Ended December 31, 2000

Statements of Cash Flows for the Three Years Ended  December  31, 2000

Notes to Financial Statements
                                        18
<PAGE>

          (a)(2) List of Financial Statement Schedules

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

         (a)(3) List of Exhibits

         Exhibits  required  by  Item  601  of  Regulation  S-K  are  listed  in
  the  Exhibit  Index  herein,  which information is incorporated by reference.

          (b)  Reports on Form 8-K - No  reports  of Form 8-K were  filed in the
fourth quarter of 2000.












                                        19
<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 Amendment to be signed
on its behalf by the undersigned,  thereunto duly authorized, in the City of Las
Vegas, State of Nevada, on the 28th day of March, 2000.

                           RIVIERA BLACK HAWK, INC.

                           By: /s/ WILLIAM L. WESTERMAN

                           William L. Westerman Chief
                           Executive Officer and Director

                           March 26, 2001

         Pursuant to the  requirement  of the  Securities  Exchange Act of 1934,
this  Amendment has been signed below by the following  persons on behalf of the
Registrant and in the capacities and on the dated indicated.

Signature                                Title                       Date

By: /s/ WILLIAM L. WESTERMAN
William L. Westerman Chief Executive Officer and Director        March 26, 2001

By:/s/ RONALD P. JOHNSON
Ronald P. Johnson President and Director                         March 26, 2001

By: /s/ DUANE R. KROHN
Duane R. Krohn Treasurer, Chief Financial Officer
and Director                                                     March 26, 2001
















                                        20
<PAGE>
Item 14a(3)
EXHIBIT INDEX

Exhibit No.                     Description

3.01 Articles of Amendment to the Articles of Incorporation of the Company.*

3.02 Articles of Incorporation of the Company.*

3.03 Bylaws of the Company.*

4.01 Indenture,  dated as of June 3, 1999,  among the Company,  Riviera Holdings
and the Initial Purchaser.*

4.02 Form of 13% First Mortgage Note due 2005 with Contingent Interest (included
in Exhibit 4.01).*

4.03  Purchase  Agreement,  dated as of May 27, 1999,  by and among the Company,
Riviera Holdings and the Initial Purchaser.*

4.04 Registration Rights Agreement, dated as of June 3, 1999, by and between the
Company and the Initial Purchaser.*

10.01  The  Completion  Capital  Commitment,  dated as of June 3,  1999,  by and
between the Company and Riviera Holdings.*

10.02 The  Keep-Well  Agreement,  dated as of June 3, 1999,  by and  between the
Company and Riviera Holdings.*

10.03 The  Tax-Sharing  Agreement,  dated as of June 3, 1999, by and between the
Company and Riviera Holdings.*

10.04 The  Management  Agreement,  dated as of June 3, 1999,  by and between the
Company and Riviera Gaming Management of Colorado, Inc.*

10.05 The Trademark License Agreement,  dated as of June 3, 1999, by and between
the Company and Riviera Operating Corporation.*

10.06 The Deed of Trust,  dated as of June 3, 1999,  made by the  Company to the
Public  Trustee  of the  County of  Gilpin,  Colorado,  for the  benefit  of the
Trustee.*

10.07 The Assignment of Rents.*

10.08 The Environmental Indemnity, dated as of June 3, 1999, between the Company
and the Trustee.*

10.09 The Cash Collateral and Disbursement Agreement,  dated as of June 3, 1999,
among the Company, the Trustee and CRSS Constructors, Inc.*

10.10 The Account  Agreement,  dated as of June 3, 1999, among the Company,  the
Trustee and IBJ Whitehall Bank and Trust Company.*

10.11 The Security  Agreement,  dated as of June 3, 1999, made by the Company in
favor of the Trustee.*
                                        21
<PAGE>
10.12 The Manager Subordination Agreement,  dated as of June 3, 1999, by Riviera
Gaming Management of Colorado in favor of the Trustee.*

10.13 The Collateral  Assignment of Trademark,  dated as of June 3, 1999, by and
between the Company and the Trustee.*

10.14 The  Collateral  Assignment,  dated as of June 3, 1999, by and between the
Company and the Trustee.*

10.15 The  Pledge and  Assignment  Agreement,  dated as of June 3, 1999,  by and
between the Company and the Trustee.*

10.16 Deposit Account  Agreement,  dated as of June 1999, among Bank of America,
Riviera Holdings and First American Title Insurance Company.*

10.17  Construction  Contract,  made as of December 29, 1997, among the Company,
Weitz-Cohen  Construction Co. and Melick  Associates, Inc.*

10.18 Letter Agreement, dated January 6, 1999, between Riviera Gaming Management
and Jim Davey.*

10.19 Letter Agreement,dated January 15, 1999, between Riviera Gaming Management
and Tom Guth.*

10.20  Master Lease  Agreement  dated  December  13, 1999 between PDS  Financial
Corporation-Colorado and Riviera Black Hawk, Inc. for furniture, fixtures,
gaming and other equipment.*

10.21 Lease Schedule No. 1 dated January 25, 2000 under Master  Lease  Agreement
dated  December  13, 1999 between PDS Financial Corporation-Colorado and Riviera
Black Hawk, Inc. for furniture, fixtures, gaming and other equipment.*

10.22 Lease  Schedule  No. 2 dated January 25, 2000 under Master Lease Agreement
dated  December  13, 1999 between PDS Financial Corporation-Colorado and Riviera
Black Hawk, Inc. for furniture, fixtures, gaming and other equipment.*

10.23 Lease Schedule No. 3 dated February  17, 2000 under Master Lease Agreement
dated  December  13, 1999 between PDS Financial Corporation-Colorado and Riviera
Black Hawk, Inc. for furniture, fixtures, gaming and other equipment.*

10.24 Lease Schedule No. 4 dated February 17, 2000 under  Master Lease Agreement
dated  December  13, 1999 between PDS Financial Corporation-Colorado and Riviera
Black Hawk, Inc. for furniture, fixtures, gaming and other equipment.*

10.25 Term Sheet dated November 6, 2000 between Riviera Black Hawk, Inc. and
Sean Sullivan.

12.01 Statement in re Computation of Ratios.*

Pursuant to Item  601(b)(2) of Regulation  S-K, the schedules to this  Agreement
are  omitted.  The  Exhibit  contains a list  identifying  the  contents  of all
schedules  and the  Registrants  agree to furnish  supplementary  copies of such
schedules to the Commission upon request.

o        Previously filed.
                                        22
<PAGE>

                                  SEAN SULLIVAN
                              COMPENSATION PACKAGE
                                   TERM SHEET

POSITION:                  General Manager

SALARY:                    < RCT >

BONUS:                     < RCT >

                           DISCRETIONARY

BONUS: The Company may, in its sole determination, pay a Discretionary Bonus for
       the Forth Quarter, 2000, and subsequent calendar years if EBITA Bonus
       Threshold not achieved

TERM:  Effective November 6, 2000 and end December 31, 2001. Automatically
       renews on an annual basis unless either party gives the other party 120
       days written notice of intention not to renew

OPTIONS: Initial option grant of < RCT > shares of Riviera Holdings Corporation
         (RHC) stock, thereafter options equal to those granted, and at the time
         granted, to Riviera, Las Vegas Vice Presidents.  (NOT EXECUTIVE VICE
         PRESIDENTS OR SENIOR VICE PRESIDENTS)

INSURANCE:< RCT > Executive Life, < RCT > Accidental Death and Dismemberment,
          Major Medical per Company Policy

VACATION: 2 weeks after 1 year, 3 weeks after 6 years, 4 weeks after 12 years

                           PROFIT SHARING/
401(K):  Eligibility and participation per Company policy



TERMINATION:               By COMPANY: For Cause, all compensation ceases on
                           termination date; Without Cause, salary and insurance
                           paid through calendar year of date of termination
                           Self-Termination: All compensation ceases on
                           termination date
                           Cause: Felony conviction of Sullivan; a final civil
                           judgement entered after all appeals have been
                           exhausted where there is a finding of Sullivan's
                           fraud or dishonesty whether or not involving the
                           Company; refusal by Sullivan to perform reasonable
                           duties assigned to him by the President of Riviera
                           Black Hawk, Inc; or the gaming authorities of the
                           State of Colorado or any other jurisdiction where the
                           Company conducts gaming operations determines that
                           Sullivan is unsuitable to act as an executive of a
                           gaming company
                                        23
<PAGE>
NON-COMPETE:               If Sean Sullivan self-terminates within the first
                           term of this Agreement (on or before December 31,
                           2001) then Sean Sullivan shall not accept employment
                           of any nature with any gaming company in the Black
                           Hawk/Central City market for a period of one (1) year
                           from date of such self-termination

NOT IN BREACH:             Sean Sullivan  represents to Company that he is free
                           to enter into this  Employment  Agreement; that he is
                           not   currently   subject   to  another employment
                           agreement, restrictive covenant or covenant not to
                           compete;  that he and/or the Company will not be
                           subjected  to any  breach  of  contract, interference
                           of  contract,  or any similar  cause of action
                           resulting  by way of  Sean  Sullivan  and the Company
                           entering into this Employment Agreement

CHANGE IN
CONTROL:                   In the event there is a "Change in Control" of
                           Riviera Casino Black Hawk. Inc. ("RBH") or its
                           ultimate parent, Riviera Holdings Corporation("RHC"),
                           Sean Sullivan shall have the right to self-terminate
                           with ninety (90) days written notice to the new
                           party(s) in control, subject to the self-termination
                           clause above.  Should Sean Sullivan self-terminate
                           due to a "Change in Control" he shall not be subject
                           to the above Non-Compete clause.  For purposes of the
                           foregoing, "Change in Control" shall mean: (i) the
                           sale of substantially all of RHC's or RBH's assets;
                           (ii) the sale of more than a majority of RHC's or
                           RBH's common stock; (iii) a merger in which RHC is
                           not the surviving company; or (iv) a merger where the
                           majority of the stock of RHC, as the surviving
                           company, shall be held by a party or a related group
                           of parties other than William L. Westerman or
                           executives of RHC with more than two (2) years
                           seniority.


AGREED                                               AGREED
RIVIERA BLACK HAWK, INC.                             SEAN A. SULLIVAN
d/b/a Riviera Black Hawk Casino

-----------------------------                        ---------------------------
Ronald Johnson                                       Sean A. Sullivan

Date:________________________                        Date:______________________


                                        24
<PAGE>


RIVIERA BLACK HAWK, INC.
(A Wholly Owned Subsidiary of Riviera Holdings Corporation)
<TABLE>
<CAPTION>
TABLE OF CONTENTS
--------------------------------------------------------------------------------

                                                                                                                  Page

<S>                                                                                                                <C>
INDEPENDENT AUDITORS REPORT                                                                                        F-1

FINANCIAL STATEMENTS:

   Balance Sheets as of December 31, 2000 and 1999                                                                 F-2

   Statements of Operations for the Years Ended December 31, 2000, 1999, and 1998                                  F-3

   Statements of Stockholder's Equity for the Years Ended December 31, 2000, 1999, and 1998                        F-4

   Statements of Cash Flows for the Years Ended December 31, 2000, 1999, and 1998                                  F-5

   Notes to Financial Statements                                                                                   F-6

</TABLE>
                                        25
<PAGE>


INDEPENDENT AUDITORS' REPORT


Riviera Black Hawk, Inc.:

We have audited the  accompanying  balance sheets of Riviera Black Hawk, Inc. (a
wholly owned subsidiary of Riviera Holdings  Corporation)  (the "Company") as of
December  31,  2000  and  1999,  and  the  related   statements  of  operations,
stockholder's  equity,  and cash flows for each of the three years in the period
ended December 31, 2000. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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  financial  statements  present  fairly,  in all material
respects,  the  financial  position of the  Company as of December  31, 2000 and
1999,  and the results of its  operations and its cash flows for each of the
three years in the period ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States of America.

Deloitte & Touche LLP
Las Vegas, Nevada
February 14, 2001




                                        F-1
<PAGE>
<TABLE>
<CAPTION>
RIVIERA BLACK HAWK, INC.
(A Wholly Owned Subsidiary of Riviera Holdings Corporation)

BALANCE SHEETS
DECEMBER 31, 2000 AND 1999 (In Thousands, Except Share Amounts)
------------------------------------------------------------------------------------------------------------------------


ASSETS                                                                   2000         1999

CURRENT ASSETS:
<S>                                                                   <C>           <C>
  Cash and cash equivalents                                           $ 7,744       $ 1,810
  Cash and cash equivalents, restricted                                               7,173
  Short-term investments, restricted                                                  2,820
  Accounts receivable, net                                                165
  Inventories                                                             270
  Prepaid expenses                                                        565           795

           Total current assets                                         8,744        12,598

PROPERTY AND EQUIPMENT, Net                                            68,505        56,734

DEFERRED FINANCING COSTS, Net of accumulated amortization
  of $1,717 and $338, respectively                                      2,067         3,446

OTHER ASSETS                                                               18            12

DEFERRED INCOME TAXES                                                   2,125           160

TOTAL                                                                $ 81,459      $ 72,950

LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                    $ 3,909         $ 487
  Accrued payroll and benefits                                          1,180           110
  Accrued interest expense                                              1,162           976
  Construction accounts payable                                           304         2,566
  Payable to Parent                                                     1,064
  Current portion of long-term debt                                     1,770            69

           Total current liabilities                                    9,389         4,208

NONCURRENT LIABILITIES -
  Long-term debt                                                       45,777        45,742

           Total liabilities                                           55,166        49,950

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS EQUITY:
  Common stock, $.01 par value; 10,000 shares authorized;
    1,000 shares issued and outstanding
  Additional paid-in capital                                           29,713        23,474
  Accumulated deficit                                                  (3,420)         (474)

           Total stockholders equity                                   26,293        23,000

TOTAL                                                                $ 81,459      $ 72,950

See notes to financial statements.
</TABLE>

                                        F-2

<PAGE>
<TABLE>
<CAPTION>
RIVIERA BLACK HAWK, INC.
(A Wholly Owned Subsidiary of Riviera Holdings Corporation)

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998 (In Thousands)
------------------------------------------------------------------------------------------------------------------------
                                                              2000          1999          1998

REVENUES:
<S>                                                         <C>               <C>          <C>
  Casino                                                    $38,088                         $ -
  Food and beverage                                           4,018
  Other                                                         374

           Total revenues                                    42,480
  Less promotional allowances                                 2,767

           Net revenues                                      39,713

COSTS AND EXPENSES:
  Direct costs and expense of operating departments:
    Casino                                                   21,935
    Food and beverage                                         1,659
    Entertainment                                                 5
    Other                                                         2
  Other operating expenses:
    General and administrative                                9,515
    Preopening expenses                                       1,222        $ 595
    Intercompany management fees                                557
    Depreciation and amortization                             2,937

           Total costs and expenses                          37,832          595

INCOME (LOSS) FROM OPERATIONS                                 1,881         (595)

OTHER (EXPENSE) INCOME:
  Interest expense                                           (7,687)      (3,717)
  Interest income                                               318          567
  Interest capitalized                                          577        3,111

           Total other expense                               (6,792)         (39)

LOSS BEFORE BENEFIT FOR INCOME TAXES                         (4,911)        (634)

BENEFIT FOR INCOME TAXES                                     (1,965)        (160)

NET LOSS                                                    $(2,946)      $ (474)         $ -

See notes to financial statements.
</TABLE>
                                        F-3
<PAGE>
<TABLE>
<CAPTION>
RIVIERA BLACK HAWK, INC.
(A Wholly Owned Subsidiary of Riviera Holdings Corporation)

STATEMENTS OF STOCKHOLDERS EQUITY
YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998
(In Thousands, except share amounts)
                                                                          Additional
                                                   Common Stock            Paid-in        Accumulated
                                               Shares       Amount         Capital          Deficit      Total
BALANCE,
<S>                                             <C>            <C>          <C>              <C>           <C>
 JANUARY 1, 1998                               1,000          $ -          $16,625                       $16,625

  Contributed capital                                                        3,375                         3,375

BALANCE,
 DECEMBER 31, 1998                             1,000                        20,000                        20,000

  Contributed capital                                                        3,474                         3,474

  Net loss                                                                                  $ (474)         (474)

BALANCE,
  DECEMBER 31, 1999                            1,000                        23,474            (474)       23,000

  Contributed capital                                                        6,239                         6,239

  Net loss                                                                                  (2,946)       (2,946)

BALANCE,
  DECEMBER 31, 2000                            1,000          $ -          $29,713         $(3,420)      $26,293

See notes to financial statements.
</TABLE>

                                        F-4
<PAGE>
<TABLE>
<CAPTION>
RIVIERA BLACK HAWK, INC.
(A Wholly Owned Subsidiary of Riviera Holdings Corporation)

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998 (In Thousands)
-----------------------------------------------------------------------------------------------------------------------
                                                                                          Years Ended December 31,
                                                                               ----------------------------------------
                                                                                       2000          1999         1998

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                 <C>             <C>           <C>
  Net loss                                                                          $ (2,946)       $ (474)
  Adjustments to reconcile net loss to net cash provided by
    (used in) operating activities:
    Amortization of bond offering costs                                                1,379           338
    Depreciation                                                                       2,937
    Changes in operating assets and liabilities:
      Decrease (increase) in prepaid expenses                                            230          (722)      $ (73)
      Increase in accounts payable and accrued expenses                                2,986           487
      Increase in accrued payroll and benefits                                         1,070           110
      Increase in accrued interest expense                                               186           976
      Increase in payable to Parent                                                    1,064
      Increase in other assets                                                            (6)           (9)         (3)
      Increase in deferred tax asset                                                  (1,965)         (160)

           Net cash provided by (used in) operating activities                         4,935           546         (76)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                                 (16,969)      (27,291)     (6,667)
  Decrease (increase) in cash, restricted                                              7,173        (6,766)       (407)
  Decrease (increase) in short-term investments                                        2,820        (2,820)

           Net cash used in investing activities                                      (6,976)      (36,877)     (7,074)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payment on long-term debt                                                           (1,223)           (2)
  (Payments to) advances from Riviera Holdings Corp.                                                (6,241)      6,241
  Purchase of 13% First Mortgage Notes                                                (6,559)
  Proceeds from long-term borrowings net of financing costs of $0 and $3,784           9,518        41,216
  Contribution of capital                                                              6,239         2,625       1,403

           Net cash provided by financing activities                                   7,975        37,598       7,644

INCREASE IN CASH AND CASH EQUIVALENTS                                                  5,934         1,267         494

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                           1,810           543          49

CASH AND CASH EQUIVALENTS, END OF YEAR                                               $ 7,744       $ 1,810       $ 543

INTEREST PAID                                                                        $ 6,714      $ (2,403)        $ -

INCOME TAXES PAID                                                                      $ 110           $ -         $ -

SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:
  Property and equipment purchased using accounts payable                              $ 304       $ 2,566     $ 1,203

  Property acquired using special improvement district bonds                                          $ 97       $ 687

  Capitalized interest contributed by Riviera Holdings Corporation                                   $ 843     $ 1,972

  Property acquired with debt                                                                         $ 29

  Capitalized interest, other                                                          $ 577       $ 2,262

See notes to financial statements.
</TABLE>
                                        F-5
<PAGE>
RIVIERA BLACK HAWK, INC.
(A Wholly Owned Subsidiary of Riviera Holdings Corporation)

NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                Organization  and Basis of  Presentation  - On August  18,  1997
                (date of inception),  Riviera Black Hawk,  Inc. (the  "Company")
                was formed.  The Company is a wholly owned subsidiary of Riviera
                Holdings   Corporation.   The   Company   owns  a   casino   and
                entertainment  complex in Black Hawk, Colorado.  The Company was
                in the development  stage at December 31, 1999 and commenced its
                principal  operations  on  February 4, 2000.  The Company  began
                construction on this casino in Black Hawk,  Colorado,  on a site
                that was purchased  for $15.1 million in August 1997.  There was
                no statement of operations  activity for the year ended December
                31, 1998, as the Company was in the development stage and had no
                operating results for that period.

                Cash and  Cash  Equivalents  and  Short-Term  Investments  - All
                highly  liquid  investment  securities  with a maturity of three
                months  or  less  when  acquired  are   considered  to  be  cash
                equivalents.  The Company accounts for investment  securities in
                accordance  with  Statement  of Financial  Accounting  Standards
                ("SFAS") No. 115,  "Accounting  for Certain  Investments in Debt
                and Equity Securities."

                The Company's investment securities, along with certain cash and
                cash equivalents  that are not deemed  securities under SFAS No.
                115,  are  carried  on the  balance  sheets in the cash and cash
                equivalents category.  SFAS No. 115 addresses the accounting and
                reporting for investments in equity securities that have readily
                determinable  fair  values  and  for  all  investments  in  debt
                securities,  and requires  such  securities  to be classified as
                either held to maturity, trading, or available for sale.

                Management  determines  the  appropriate  classification  of its
                investment  securities  at the time of purchase,  including  the
                determination as to restricted versus nonrestricted  assets, and
                re-evaluates  such  determination  at each  balance  sheet date.
                Held-to-maturity  securities  are  required  to  be  carried  at
                amortized  cost.  At  December  31,  1999, securities classified
                as held to maturity comprised debt securities issued by the U.S.
                Treasury and other U.S. government agencies and corporations and
                agencies, and repurchase  agreements,  with an amortized cost of
                $2.8 million maturing in twelve months or less.

                Inventories - Inventories  consist primarily of food,  beverage,
                gift shop, and  promotional  inventories,  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.   Interest   incurred  during   construction  of  new
                facilities or major  additions to facilities is capitalized  and
                amortized  over  the  life of the  asset.  Depreciation  will be
                computed, upon the commencement of gaming operations,  using the
                straight-line  method over the shorter of the  estimated  useful
                lives or lease  terms,  if  applicable,  of the related  assets,
                which  range from 5 years for  certain  gaming  equipment  to 40
                years for buildings. The costs of normal maintenance and repairs
                will be  charged  to  expense  as  incurred.  Gains or losses on
                disposals will be recognized as incurred.
                                        F-6
<PAGE>
                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   organizational  costs
                amortized over a five-year period.  Organizational costs consist
                primarily of legal fees associated with  establishing the gaming
                licenses for business.

                Deferred  Financing  Costs - Bond offering costs and commissions
                are amortized over the life of the debt.  Such  amortized  costs
                are included in interest expense.

                Restricted Cash and Short-term  Investments - Amounts related to
                the Riviera Black Hawk Casino  project in Black Hawk,  Colorado,
                are  restricted  in use to that  project or for the  related 13%
                First Mortgage Notes interest payments.

                Fair Value Disclosure as of December 31, 2000 and 1999:
                Cash and Cash  Equivalents,  Short-term  Investments  (including
                restricted),  and  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 is  approximately  $47,517,000 and $49,411,000
                in 2000 and 1999, respectively.

                Revenue Recognition:

                Casino Revenue - The Company recognizes,  as gross revenue,  the
                net win from gaming activities,  which is the difference between
                gaming wins and losses.

                Food and  Beverage  Revenue,  Entertainment  Revenue,  and Other
                Revenue   -  The   Company   recognizes   food   and   beverage,
                entertainment  revenue, and other revenue at the time that goods
                or services are provided.

                Promotional   Allowances  -   Promotional   allowances   consist
                primarily  of  entertainment,  and  food and  beverage  services
                furnished without charge to customers.  The retail value of such
                services is included in the respective  revenue  classifications
                and is then deducted as promotional allowances.

                The estimated  costs of providing  promotional  allowances  are
                classified as costs of the casino operating  departments through
                interdepartmental    allocations.    The    Company    allocated
                approximately  $3,176,000 of costs from food and beverage to the
                casino departments.

                Preopening Costs - The Company recognizes preopening costs when
                incurred.

                Federal Income Taxes - The Company and its  subsidiaries  file a
                consolidated federal tax return. The Company accounts for income
                taxes in accordance  with SFAS No. 109,  "Accounting  for Income
                Taxes."
                                        F-7
<PAGE>
                  Riviera Holdings  Corporation  allocated income tax expense or
                  benefit to the Company as if the Company were filing  separate
                  tax returns  pursuant to a tax  sharing  arrangement.  The tax
                  sharing  agreement  provides that receivables for tax benefits
                  are not due from Riviera Holdings Corporation,  and the parent
                  records no liability to the subsidiary for these tax items.

                  Segment  Reporting  - The  Company  is one  of the  reportable
                  geographic   segments   of  its   parent,   Riviera   Holdings
                  Corporation, and markets directly to residents of metropolitan
                  Denver,  Colorado.   Accordingly,  it  operates  in  a  single
                  segment.  Management  believes that substantially all revenues
                  are derived from patrons  visiting the Company from the Denver
                  metropolitan  area.  Revenues from a foreign country or region
                  may  exceed  10  percent  of all  reported  segment  revenues;
                  however,  the Company cannot identify such information,  based
                  upon the nature of gaming operations.

                  Estimates  and  Assumptions  - The  preparation  of  financial
                  statements in conformity with accounting  principles generally
                  accepted in the United States of America  requires  management
                  to make  estimates  and  assumptions  that affect the reported
                  amounts  of  assets  and   liabilities,   depreciable   lives,
                  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.  Actual results may
                  differ from estimates.

                  Recently Adopted Accounting  Standards - In December 1999, the
                  Securities  and Exchange  Commission  issued Staff  Accounting
                  Bulletin   No.  101,   "Revenue   Recognition   in   Financial
                  Statements" ("SAB 101"). SAB 101 clarifies existing accounting
                  principles   related  to  revenue   recognition  in  financial
                  statements.  The Company was  required to adopt SAB 101 in its
                  quarter ended  December 31, 2000.  The adoption of SAB 101 had
                  no impact on the Company's results of operations.

                  In  March  2000,  the  Financial  Accounting  Standards  Board
                  ("FASB")  of  the  AICPA   issued  FASB   Interpretation   44,
                  "Accounting   for   Certain   Transactions   Involving   Stock
                  Compensation" ("FIN 44"), which provides  clarification on the
                  application  of  Accounting  Principles  Board Opinion No. 25,
                  "Accounting  for Stock Issued to Employees,"  and is effective
                  for the Company's  year ended  December 31, 2000. The adoption
                  of  FIN  44  had  no  impact  on  the  Company's   results  of
                  operations.

                  Recently  Issued  Accounting  Standards - The FASB issued SFAS
                  No. 133,  "Accounting for Derivatives," which is effective for
                  fiscal years  beginning  after June 15, 2000.  This  statement
                  defines  derivatives  and requires  qualitative  disclosure of
                  certain   financial  and  descriptive   information   about  a
                  company's derivatives.  The Company will adopt SFAS No. 133 in
                  the first  quarter of the year ending  December 31, 2001.  The
                  adoption  of this SFAS  will  have no impact on the  Company's
                  results of operations in fiscal 2001.

2.    RELATED-PARTY TRANSACTIONS

                The  Company  was formed by  Riviera  Holdings  Corporation  to
                develop and operate a casino in Black Hawk, Colorado.  In 1997,
                Rivera Holdings Corporation contributed capital of $16.6 million
                to the Company,  which was used to purchase the land for the
                casino  site.  During  1998  and  1999,   Riviera  Holdings
                Corporation has made  additional  capital  contributions  to the
                Company  consisting  of cash of $1.4  million and $2.6  million,
                respectively,  and of allocated  capitalized interest expense of
                $2.0 million and $0.8 million,  respectively.  In 2000,  Riviera
                Holdings  Corporation  contributed  $6.3  million in cash to the
                Company, which was used to buy back Company debt.

                As  of  December  31,   2000,   Riviera   Holdings   Corporation
                contributed capital of approximately $30 million.
                                        F-8
<PAGE>
                At December  31,  1998,  the  Company  owed  approximately  $6.2
                million to Riviera Holdings  Corporation,  representing advances
                made by Riviera  Holdings  Corporation  for costs related to the
                development of the Riviera Black Hawk Casino.  The advances were
                repaid  from  the  proceeds  of the $45  million  bond  offering
                discussed in Note 5.

                The  Company  has  a  management   agreement  (the   "Management
                Agreement")  with Riviera  Gaming  Management of Colorado,  Inc.
                (the "Manager"), an indirect wholly owned indirect subsidiary of
                Riviera Holdings  Corporation,  to manage the Company for a fee.
                The  management  fee consists of a revenue fee and a performance
                fee.  The  revenue  fee is based on one  percent  of net  gaming
                revenues  (gross gaming  revenues less  complimentaries)  and is
                payable  quarterly in arrears.  The  performance fee is based on
                the following  percentages of EBITDA  (earnings before interest,
                taxes,  depreciation,  and  amortization,  whose  components are
                based on accounting  principles generally accepted in the United
                States of America):  (1) 10 percent of EBITDA from $5 million to
                $10  million,  (2) 15 percent of EBITDA  from $10 million to $15
                million,  and (3) 20 percent of EBITDA in excess of $15 million.
                The performance fee is based on the preceding  quarter's EBITDA,
                paid in quarterly  installments  subject to year-end adjustment.
                The management fee began on February 4, 2000, the opening of the
                Riviera Black Hawk Casino. At December 31, 2000, the Company had
                $557,000 in management fee payable under this contract, which is
                included in payable to Parent.

                Charges for the cost of labor,  goals, and services  provided by
                Riviera Operating  Corporation totaling  approximately  $507,000
                were  payable at December  31,  2000 and  included in payable to
                Parent.

                If there is any  default  under the  management  agreement,  the
                manager will not be entitled to receive management fees, but the
                manager  will still be entitled  to  intercompany  service  fees
                billed at cost.

         3.       PROPERTY AND EQUIPMENT

               Property and  equipment  consist of the  following at December 31
(amounts in thousands):
<TABLE>
<CAPTION>

                                                      2000          1999
<S>                                                 <C>           <C>
Land and improvements                               $15,792       $15,774
Buildings and improvements                           43,752
Equipment, furniture, and fixtures                   11,898            29
Construction in progress                                           40,931

Total property and equipment                         71,442        56,734
Accumulated depreciation                             (2,937)

Net property and equipment                          $68,505       $56,734
</TABLE>


                In 2000,  1999, and 1998, $.6 million,  $3.1 million,  and $2.0
                million, respectively, in interest costs were capitalized on the
                construction project.
                                        F-9
<PAGE>
           4.   ACCOUNTS PAYABLE

                Accounts  payable  consist of the  following at December 31 (in
thousands):
<TABLE>
<CAPTION>

                                                            2000        1999

<S>                                                        <C>          <C>
Outstanding chip and token liability                       $ 138
Slot club liabilities                                        495
Miscellaneous gaming                                         224

Total liabilities related to gaming activities               857
Accounts payable to vendors                                2,982       $ 487
Other                                                         70

Total                                                     $3,909       $ 487
</TABLE>

         5.     LONG-TERM DEBT

                Long-term  debt consists of the following at December 31 (in
thousands):
<TABLE>
<CAPTION>
                                                                                     2000           1999

13% First Mortgage Notes maturing on June 3, 2005, bearing interest,
  payable semiannually on November 3 and June 3 of each year;
  redeemable beginning May 1, 2002 at 106.5%; 2003 at 103.25%;
<S>                                                                                 <C>            <C>
  and after 2004 at 100%                                                          $ 38,441       $ 45,000

9% Note collateralized by vehicle, payable monthly, including interest,
  maturing through October 2004                                                         18             27

Capitalized lease obligations (see Note 6)                                           8,485

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                                              603            784

Total long-term debt                                                                47,547         45,811
Current maturities by terms of debt                                                 (1,770)           (69)

Total long-term debt, net of current portion                                      $ 45,777       $ 45,742
</TABLE>

Maturities of long-term debt for the years ending December 31 are as follows
(in thousands):
<TABLE>
<CAPTION>
<S>                                                                                               <C>
 2001                                                                                             $ 1,770
 2002                                                                                               1,922
 2003                                                                                               2,115
 2004                                                                                               2,339
 2005                                                                                              39,180
 Thereafter                                                                                           221

 Total                                                                                           $ 47,547
</TABLE>


                                        F-10
<PAGE>
                         On June 3, 1999,  the  Company  completed a $45 million
                  private  placement  of  13%  First  Mortgage  Notes.  The  net
                  proceeds of the placement  were used to fund the completion of
                  Riviera  Black Hawk Casino  project in Black  Hawk,  Colorado.
                  Riviera  Holdings  Corporation  has  not  guaranteed  the  $45
                  million in Riviera Black Hawk, Inc. notes, but has agreed to a
                  "Keep-Well  Agreement" in which Riviera  Holdings  Corporation
                  would pay up to $5 million per year (or an  aggregate  limited
                  to $10 million) to the Company during the first three years of
                  the Company's  operations,  if (i) the $5.85  million  minimum
                  interest on such notes is not paid by the Company  and/or (ii)
                  the amount by which the Company's  cash flow is less than $9.0
                  million  per  year.  On  February  14, 2001, Riviera Holdings
                  Corporation advanced approximately $3.1 million to Riviera
                  Black Hawk, Inc. under this agreement. In addition, Riviera
                  Holdings Corporation agreed to a "Capital Completion
                  Commitment" of up to $10 million if the casino is not open by
                  May 31, 2000.  The opening  of the  casino  on  February  4,
                  2000  satisfied  the capital  completion  commitment,  which
                  was released in August 2000. The Company registered securities
                  identical to the 13% First Mortgage Notes under the Securities
                  Act of 1933, as amended. On January 4, 2000, the Company
                  completed an exchange offer for such registered securities.

                      The  notes  were  issued  at a cost in the  amount of $3.5
                  million.  The deferred  financing cost is being amortized over
                  the  life  of  the  notes  on  a  straight-line  basis,  which
                  approximates the effective interest method.

                   The 13% First  Mortgage  Note  Indenture  provides  that,  in
                  certain  circumstances,  the Company must offer to  repurchase
                  the 13% First  Mortgage  Notes upon the occurrence of a change
                  of  control  or  certain  other  events.  In the event of such
                  mandatory  redemption  or  repurchase  prior to maturity,  the
                  Company would be unable to pay the principal amount of the 13%
                  First Mortgage Notes without a refinancing.

                  The  13%  First  Mortgage  Note  Indenture   contains  certain
                  covenants, which limit the ability of Riviera Black Hawk, Inc.
                  and  its   restricted   subsidiaries,   subject   to   certain
                  exceptions,  to: (i) incur additional  indebtedness;  (ii) pay
                  dividends or other  distributions and repurchase capital stock
                  or other equity interests or subordinated indebtedness;  (iii)
                  enter into certain  transactions with affiliates;  (iv) create
                  certain  liens and sell  certain  assets;  and (v) 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  would be required to curtail or defer  certain of its
                  capital expenditure programs under these circumstances,  which
                  could have an adverse effect on the Company's  operations.  At
                  December  31,  2000,  the  Company  believes  that  it  is  in
                  compliance with the covenants.

                  During 2000, the Company purchased $6,559,000 of the 13% First
                  Mortgage Notes on the open market at face value.

                  The 5.5% Special Improvement District Bonds were issued by the
                  City of Black Hawk, Colorado, in July 1998 for $2,940,000. The
                  proceeds   were   used  for  road   improvements   and   other
                  infrastructure  projects  benefiting  the  Riviera  Black Hawk
                  Casino and another nearby casino.  The projects were completed
                  in  2000  at a cost  of  $1,878,000,  including  interest  and
                  reserves.  The  excess  proceeds  have  been  returned  to the
                  bondholders by the City of Black Hawk,  Colorado.  The Company
                  is  responsible  for 50  percent of the debt  payable  over 10
                  years beginning in 2000.

                                        F-11

<PAGE>
         6.       LEASING ACTIVITIES

                  The Company leases  certain  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 in property and equipment.  Management  estimates 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, 2000 (in
                  thousands).
<TABLE>
<CAPTION>
<S>                                                                 <C>
2001                                                                $ 2,386
2002                                                                  2,386
2003                                                                  2,386
2004                                                                  2,386
2005                                                                    252

Total minimum lease payments                                          9,796
Taxes, maintenance, and insurance                                      (294)
Interest portion included in payments                                (1,017)

Present value of net minimum lease payments (see Note 5)            $ 8,485
</TABLE>


                  Rental  expense  under  operating   leases  the  year  ended
                  December 31, 2000 was approximately $611,661. Such leases were
                  year to year in nature.

7.    FEDERAL INCOME TAXES

                  The  Company  computes  deferred  income  taxes based upon the
                  difference  between the  financial  statement and tax basis of
                  assets and  liabilities  using  enacted tax rates in effect in
                  the years in which the  differences  are  expected to reverse.
                  The Company had no operations  in 1998,  and  accordingly,  no
                  income tax amounts are presented for that year.

                  The  effective  income  tax  rates on income  attributable  to
                  operations  differ from the statutory federal income tax rates
                  for the years ended December 31, 2000 and 1999, as follows (in
                  thousands):
<TABLE>
<CAPTION>
                                                               2000                         1999
                                                        ---------------------------  -------------------------
                                                           Amount         Rate          Amount       Rate

Benefit for income taxes at
<S>                                                      <C>            <C>            <C>        <C>
  federal statutory rate                                 $(1,719)       (35.0)%        $(234)     (37.0)%
State income taxes                                          (246)        (5.0)%
Other                                                                                     74       11.8 %

Benefit for income taxes                                 $(1,965)       (40.0)%        $(160)     (25.2)%


</TABLE>

                                        F-12
<PAGE>
                    Comparative  analysis of the benefit for income  taxes is as
follows:
<TABLE>
<CAPTION>

                                                          2000         1999

<S>                                                    <C>           <C>
Current                                                $ (223)
Deferred                                               (1,742)      $(160)

Total                                                 $(1,965)      $(160)
</TABLE>


                  The tax  effects  of the items  composing  the  Company's  net
                  deferred tax asset consist of the following at December 31 (in
                  thousands):
<TABLE>
<CAPTION>
                                                       2000         1999

Deferred tax asset -
<S>                                                    <C>           <C>
  Net operating loss carryforward                     $ 2,125       $160

Net deferred tax asset                                $ 2,125       $160
</TABLE>


         8.       COMMITMENTS AND CONTINGENCES

                  Legal Proceedings - Riviera Black Hawk, Inc. may be a party to
                  several  routine  lawsuits  both as plaintiff and as defendant
                  arising  from the normal  operations  of a casino.  Management
                  does not believe that the outcome of such  litigation,  in the
                  aggregate,   will  have  a  material  adverse  effect  on  the
                  financial position or results of operations.



                                        F-13

<PAGE>
<TABLE>
<CAPTION>
RIVIERA BLACK HAWK, INC.
(A Wholly Owned Subsidiary of Riviera Holdings Corporation)

Unaudited Quarterly Information (1)
(Amounts in thousands, except per share data)

                                             March 31     June 30      September 30     December 31
Year Ended December 31, 2000:
<S>                                          <C>           <C>           <C>              <C>
   Operating revenues                        $7,884        $8,942        $11,264          $11,623
   Operating Income                           1,152          (102)            54              777
   Income (loss) before income taxes            154        (2,277)        (1,590)          (1,198)
   Net Income (loss)                             76        (1,350)          (954)            (718)

Year Ended December 31, 1999
    Operating revenues (2)                     N/A          N/A              N/A              N/A
    Operating Income                           (14)         (58)             (44)            (479)
    Income (loss) before income taxes          (14)         (58)             (43)            (519)
    Net Income (loss)                          (14)         (58)             (28)            (374)


(1)    The common stock of the Company is not publicly traded; therefore, no earnings per share data is presented.

(2)    During 1999, the Company was in the development stage.  The loss is primarily from preopening expenses.
</TABLE>
                                        F-14