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                       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)
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(a) and (b) of Form 10-K and is  therefore  filing  this  Form with the  reduced
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disclosure format.
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           (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,
1999

     [ ] 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                                                 IRS Employer ID Number
---------------------                                    (88-0886265)
(State of Incorporation)

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
February 28, 2000 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 29 Pages
                       Exhibit Index Appears on Page 28 hereof.


<PAGE>


                            RIVIERA BLACK HAWK, INC.
                    ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
                          YEAR ENDED DECEMBER 31, 1999

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

<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...............................................................................................11

Item 3.   Legal Proceedings......................................................................................11

Item 4.   Submission of Matters to a Vote of Security Holders....................................................11

Item 5.   Market for the Registrant's Common Stock and Related Security Holder Matters...........................11

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


Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations..................12
             Results of Operations...............................................................................12
             Liquidity and Capital Resources.....................................................................12
             Recently Adopted Accounting Standards...............................................................12
             Recently Issued Accounting Standards................................................................13
             Year 2000 ..........................................................................................13
             Forward Looking Statements..........................................................................13

Item 7a.  Quantitative and Qualitative Market Risk Disclosure....................................................14

Item 8.   Financial Statements ..................................................................................14

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...................14

Item 10.  Directors and Executive Officers of the Registrant (not applicable)....................................14

Item 11.  Executive Compensation (not applicable)................................................................14

Item 12.  Security Ownership of certain Beneficial Owners and Management (not applicable)........................14

Item 13.  Certain Relationships and Related Transactions ........................................................15

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8K.........................................15
</TABLE>

                                        2
<PAGE>

          PART I

General

     Riviera Black Hawk, Inc., a Colorado  corporation,formed on August 18, 1997
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, owns and operates the Riviera Hotel & Casino (Riviera Las
Vegas) located on "The Strip" Las Vegas Boulevard in Las Vegas,  Nevada.  Opened
in 1955,  the Riviera Las Vegas has  developed a  long-standing  reputation  for
delivering high quality,  traditional Las Vegas-style gaming,  entertainment and
other amenities.  The Company is a development  stage enterprise at December 31,
1999 that had not commenced operations.  Riviera Black Hawk, Inc. (Riviera Black
Hawk) operates a limited-stakes  casino in Black Hawk,  Colorado which opened on
February 4, 2000. Riviera Gaming Management of Colorado, Inc. an indirect wholly
owned subsidiary of Riviera Holdings Corporation will manage the casino through
a subsidiary.

           Riviera  Black Hawk is located at the  entrance  of the City of Black
Hawk, Colorado, about forty miles west of Denver and is one of the first casinos
encountered when traveling from Denver to the Black Hawk/Central City market. It
is located on the corner of Mill and Main Street,  across from Colorado  Central
Station,  which has been the most  successful  casino in Colorado.  In addition,
Riviera  Black Hawk is located  across the street from the Isle of Capri Casino,
which is of  similar  size to our casino in terms of gaming  positions.  Riviera
Black Hawk  offers  parking for 520  vehicles,  of which 92% are  covered,  with
convenient and free self-park and valet options.

Gaming

           Riviera Black Hawk has 30,000  square feet of casino space.  The
casino has approximately  1,000 slot machines and 12 gaming  tables,  including
 blackjack, three card poker, Let It Ride(R) and Bonus 6(R).

Restaurants

           The  quality,  value and  variety of food  served  are  critical to
attracting  Black Hawk visitors.  Riviera Black Hawk offers one restaurant,  the
Red Rose, a full-service,  casual dining 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.  There is also a
coffee bar, the Coffee Bean, on the ground floor near valet parking.

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 market growth. Subsequently, larger casinos
offering such amenities have entered the market,  have been gaining market share
and have  contributed  to the  consistent  growth in the overall  market.  As of
December 31, 1999, there were 30 casinos in the Black  Hawk/Central City market,
with eight casinos each offering  more than 400 gaming  devices.  Isle of Capri,
located  across  the street  from our casino  with  approximately  1,100  gaming
machines and 1,000 covered parking  spaces,  has been the market leader in terms
of win per gaming device.
                                        3
<PAGE>

           We plan to 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,  including free slot
tournaments and parties.  We have used the Player's Club promotion in our casino
in Las Vegas and,  in our  capacity as manager of the  Riviera  Black Hawk,  are
tailoring it 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 believe that we will benefit from strong "walk-in"  traffic due to
the  proximity  of our casino to the  Colorado  Central  Station and the Isle of
Capri  Casino.  We intend 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
will  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.

           We will  utilize  proven  database  marketing  techniques  previously
implemented by our casino in Las Vegas. We plan to 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 will
use the  current  database  maintained  by  Riviera  Las Vegas to  identify  and
stratify   slot  players   living  in  Colorado  for   appropriate   incentives.
Approximately  7,500 of these slot players have been  identified  as of December
31, 1999. In addition,  we will promote our casino by  advertising in newspapers
and on billboards in the local areas.

Geographical Markets

The Black Hawk/Central City 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
five  dollars.  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 30 as of December 31, 1999.

           The Black  Hawk/Central  City market  primarily  caters to "day-trip"
customers  from  Denver,  Boulder,  Fort Collins and Golden as well as Cheyenne,
Wyoming.  An estimated  adult  population  exceeding  2.3 million  people reside
within this 100-mile radius of Black Hawk. In addition,  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 1999.

           Since 1992,  the number of gaming  devices in the Black  Hawk/Central
City market has grown  approximately  33.9% from 7,252  devices in 1992 to 9,711
devices in 1999.  The total number of slot  machines has  increased  34.9% since
1992 to 9,555 in 1999  while the  total  number  of  tables  in the  market  has
decreased  with 156  tables  in the  market at the end of 1999.  Win per  gaming
device per day has  continued  to grow  despite  the  increase  in the number of
gaming devices.
                                        4
<PAGE>

           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% since 1992  compared to a more  moderate  growth for Central City of 5% over
the same  period.  The number of slot  machines  and tables in the City of Black
Hawk have increased 119% and 41%,  respectively  since 1992, while the number of
slot machines and tables in Central City have declined 39% and 57%, respectively
over the same period.

           The City of Black Hawk  experienced a 30% increase in gaming  revenue
in 1999, the greatest of any gaming venue in the United States.

     The  information  contained in this  discussion  of the Black Hawk/ Central
City market was derived  from  publicly  available  data,  except  where  stated
otherwise. While we believe these sources are reasonably reliable, no assurances
can be made regarding the accuracy of such information.

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, 1999 there were 19 gaming facilities in the
Black  Hawk  market  with  seven  casinos  each  offering  more than 400  gaming
positions.  The "Mardi Gras" casino  opened in March 2000 and features  over 600
slot machines.  In addition,  Isle of Capri is  constructing a hotel addition to
its casino.  Other  projects have also been  announced,  proposed,  discussed or
rumored for the Black Hawk/Central City market.

           We expect that the gaming  facilities  near the  intersection of Main
and Mill Streets will provide  significant  competition to our casino.  Colorado
Central  Station,  which has been the most  successful  casino 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 Isle
of Capri Casino,  operated by Casino America,  which opened in December 1998, is
located  directly  across the street from our casino and features  approximately
1,100  slot  machines,  14 table  games and  1,100  parking  spaces,  and had an
extremely successful first year of operation.

           The number of hotel rooms  currently in the Black  Hawk/Central  City
market is  approximately  170, with only two gaming  facilities  providing hotel
accommodations to patrons.  These include Harvey's Wagon Wheel Casino Hotel with
approximately 120 rooms and the Lodge at Black Hawk with approximately 50 rooms.
In  addition,  the  Isle  of  Capri  Casino  began  construction  in  1999 of an
approximately 235 room hotel on top of its recently  completed  casino.  Casinos
offering  hotel  accommodations  for  overnight  stay  may  have  a  competitive
advantage  over our casino.  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 proposed 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 and legal 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.

           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.
                                        5
<PAGE>

           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 Holdings Corporation licensed 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 and plans to maintain that employee level. 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

Colorado Gaming and Liquor Regulation

Summary

         In general , 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 5% or more of our stock be certified as suitable for licensure. Riviera Black
Hawk's retail gaming license was approved by the Colorado  Gaming  Commission on
November 18, 1999.

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, 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.
                                        6
<PAGE>

     The Colorado  Act declares  public  policy on limited  stakes  gaming to be
that:  (1) the  success  of  limited  stakes  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 stakes 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:

slot machine manufacturer or distributor,

operator,

retail gaming,

support and

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.
                                        7
<PAGE>

           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.

           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.
                                        8
<PAGE>

           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:

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

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

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

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

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

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
annual business improvement fee is $89.04.

     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.  There  can be no  assurance  that tax rates or fees
applicable  to our casino will not be  increased  in the  future,  either by the
Colorado electorate,  legislation or action by the Colorado Commission, reducing
the  profitability  of our  operations.  Additionally,  from time to time,  some
federal  legislators  have  proposed the  imposition  of a federal tax on gaming
revenues.  Any such tax increase or new tax would reduce our cash flow and could
have a material adverse effect.

           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.
                                        9
<PAGE>

           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

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

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 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.
                                        10
<PAGE>

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.

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  comprised of
approximately  32,000 square feet of gaming space and parking for  approximately
520 vehicles  (substantially all of which are covered), a 265 seat casual dining
restaurant,  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 the 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.
                                        11
<PAGE>


Item 6.           Selected Financial Data

                  Not applicable

     Item 7.  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operations Results of Operations

           Riviera Black Hawk, opened for business on February 4, 2000.  Results
from  Operations  will be discussed in the Form 10Q for the period  ending March
31, 2000.  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.

     As of December 31, 1999,  Riviera Holdings  Corporation  contributed  $15.1
million  to acquire  land for the casino in Black Hawk and $4.9  million in cash
for developing the land for the casino, for a total cash capital contribution of
$20 million.

     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.

Liquidity and Capital Resources

     The  Company  had cash and  short  term  investments  of $11.8  million  at
December 31, 1999. Restricted cash and cash equivalents totaled $7.1 million and
restricted short-term  investments totaled $2.8 million.  Restricted amounts are
for use in the  completion of the Black Hawk casino  project and for the related
13 percent First Mortgage Notes interest payments. Management believes that cash
flow from operations combined with the $11.8 million cash and short term
investments will be sufficient to cover the Company's debt service and enable
investment in budgeted capital expenditures for the next twelve months including
completion of the Black Hawk casino development.

     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 notes, but has agreed to a "Keep Well Agreement" of $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.  The  Company  believes  that  Riviera
Holdings  Corporation  could satisfy this  requirement  if needed.  In addition,
Riviera Holdings Corporation has 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  commitment  which will be released in
August of 2000. 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.

     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, 1999, 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 Company does not expect to make further draws
on the lease line.

     Recently Adopted Accounting Standards - The American Institute of Certified
Public Accountants' Accounting Standards Executive Committee issued Statement of
Position No. 98-5, Reporting on the Costs of Start-Up Activities.  This standard
provides guidance on the financial reporting for start-up costs and organization
costs.  This standard  requires costs of start-up  activities  and  organization
costs to be expensed as incurred,  and is effective  for fiscal years  beginning
after December 15, 1998, although earlier application is encouraged.  Management
adopted  this  standard  in 1999.  The  effect  was to  recognize  approximately
$595,000 of pre-opening  expenses in the current year that would  otherwise have
been deferred.
                                        12
<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 has not finalized its analysis
of this SFAS or the impact of this SFAS on the Company or the  Company's  future
consolidated financial statements.

Year 2000

         The Company  conducted a comprehensive  review of its computer  systems
and other systems for the purpose of assessing its potential  Year 2000 Problem,
and modified or replaced those systems which were not Year 2000 compliant. Based
upon  this  review,  systems  were  compliant  by  December  1999.  However,  if
modifications had not been made or completed on schedule,  the Year 2000 Problem
could have had a significant impact on the Company's operations.

         All costs  related to the Year 2000 Problem were  expensed as incurred,
while the cost of new hardware and software was  capitalized  and amortized over
its expected  useful life. The costs  associated  with Year 2000 compliance were
not material to the Company's financial position or results of operations. As of
December 31,  1999,  the Company has incurred  costs of  approximately  $2,000
(primarily for internal labor) related to the system applications.

         In  addition,  the  Company  communicated  with its major  vendors  and
suppliers  to  determine  their  state of  readiness  relative  to the Year 2000
problem and the  company's  possible  exposure to Year 2000 issues of such third
parties.  The Company,  through  correspondence from major vendors or statements
obtained at Year 2000 disclosure  sites of major vendors,  was advised that such
vendors' software or products were Year 2000 compliant.  The Company experienced
no failure of a major vendor or supplier which impacted operations.

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
                                        13
<PAGE>

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.

         As of  December  31,  1999,  we had $45.7  million in  borrowings.  The
borrowings  include  $45  million  notes  maturing  in 2006 and a vehicle loan
maturing in 2004. Interest on the $45 million notes is 13%
with  contingent  interest  if  certain  operating  results  are  achieved.  The
vehicle loan  has an interest rate of 9.0%.  The borrowings
also include $.7 million in a special  improvement  district  bond offering with
the City of Black  Hawk.  The  Company's  share of the debt on the SID  bonds of
$1,120,000 when the project is complete,  is payable over ten years beginning in
2000.  The special  improvement  district  bonds bear  interest  at 5.5%.

<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>
                              2000      2001       2002      2003       2004     Thereafter      Total    At 12/31/99

     Assets

Short term investments      $2,820                                                               $2,820      $2,820

Average interest rate        4.75%

Long Term Debt
Including Current Portion

Vehicle loan - Black Hawk,
 Colorado casino project       $9       $10         $8                                              $27         $27

Average interest rate          9.0%     9.0%       9.0%

Special Improvement
District Bonds-Black Hawk,
 Colorado casino project      $60       $64        $68       $71        $76          $445          $784        $784

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

 13% First Mortgage Note
Black Hawk, Colorado casino
project                                                                            $45,000       $45,000    $48,600
Average interest rate                                                                13.0%
</TABLE>

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)
                                        14
<PAGE>

Item 13.  Certain Relationships and Related Transactions

     The  Company has  entered  into 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 will  consist of a revenue  fee and a
performance  fee.  The revenue fee will be based on one percent of net  revenues
(gross revenues less  complimentaries)  and is payable quarterly in arrears. The
performance fee will be 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  will  be  based  on the  preceding  quarter's  EBITDA,  paid  in  quarterly
installments  subject to year-end  adjustment.  The  management fee will go into
effect on the date of the opening of the Riviera Black Hawk casino.

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

       (a)(1) List of Financial Statements

       The following Independent Auditor's 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, 2000, except for Note 6,
as to which the date is March 6, 2000.

Balance Sheets as of December 31, 1999 and 1998

Statements of Operations for the Year Ended December 31, 1999 and Cumulative
     from August 18, 1997 (Date of Inception) through December 31, 1999

Statements of Stockholder's Equity for the Years Ended December 31, 1999 and
     1998 and for the Period from August 18, 1997 (Date of Inception) through
     December 31, 1997

Statements of Cash Flows and for the Years Ended  December  31, 1999 and 1998
     and for the  Period  from  August  18,  1997  (Date of  Inception)  through
     December 31, 1997 and cumulative from August 18, 1997 (Date of Inception)
     through December 31, 1999

Notes to Financial Statements

     (a)(2) List of Financial Statement Schedules

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

     (a)(3) List of Exhibits

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

     (b) Reports on Form 8-K- No reports of Form 8-K were filed in the fourth
quarter of 1999.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                        15

<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 28, 2000

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 28, 2000

By:/s/ RONALD P. JOHNSON
Ronald P. Johnson President and Director                      March 28, 2000

By: /s/ DUANE R. KROHN
Duane R. Krohn Treasurer, Chief Financial Officer
and Director                                                  March 28, 2000


                                        16
<PAGE>
<TABLE>
<CAPTION>

RIVIERA BLACK HAWK, INC.
(A Development Stage Company)
TABLE OF CONTENTS
--------------------------------------------------------------------------------
                                                                                            Page
<S>                                                                                          <C>
INDEPENDENT AUDITORS' REPORT                                                                  1

FINANCIAL STATEMENTS:

   Balance Sheets as of December 31, 1999 and 1998                                            2

   Statements of Operations for the Year Ended December 31, 1999 and Cumulative
     from August 18, 1997 (Date of Inception) through December 31, 1999                       3

   Statements of Stockholder's Equity for the Years Ended December 31, 1999 and
     1998 and for the Period from August 18, 1997 (Date of Inception) through
     December 31, 1997                                                                        4

   Statements of Cash Flows and for the Years Ended  December  31, 1999 and 1998
     and for the  Period  from  August  18,  1997  (Date of  Inception)  through
     December 31, 1997 and cumulative from August 18, 1997 (Date of Inception)
     through December 31, 1999                                                                5

   Notes to Financial Statements                                                            6-10
</TABLE>


<PAGE>













INDEPENDENT AUDITORS' REPORT

Riviera Black Hawk, Inc.
  (A Development Stage Company):

We have audited the  accompanying  balance sheets of Riviera Black Hawk, Inc. (a
Development Stage Company) (the "Company") as of December 31, 1999 and 1998, and
the related  statements of operations  for the year ended  December 31, 1999 and
for the period from August 18, 1997 (date of  inception)  through  December  31,
1999, and of cash flows for the year ended December 31, 1999, and for the period
from  August 18,  1997 (date of  inception)  through  December  31, 1999 and the
statements  of  stockholder's  equity for the years ended  December 31, 1999 and
1998, for the period from August 18, 1997 (date of inception)  through  December
31, 1997.  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, 1999 and
1998, and the results of its operations for the year ended December 31, 1999 and
for the period from August 18, 1997 (date of  inception)  through  December  31,
1999, and its cash flows for the years ended December 31, 1999 and 1998, for the
period from August 18, 1997 (date of  inception)  through  December 31, 1999, in
conformity with accounting principles generally accepted in the United States of
America.

The Company is in the  development  stage at December 31, 1999.  As discussed in
Note 1 to the  financial  statements,  successful  completion  of the  Company's
development program and, ultimately,  the attainment of profitable operations is
dependent upon future events,  including  achieving a level of revenues adequate
to support the Company's cost structure.

Deloitte & Touche LLP
February 14, 2000, except for Note 6.
as to which the date is March 6, 2000

                                        F-1
<PAGE>
<TABLE>
<CAPTION>

RIVIERA BLACK HAWK, INC.
(A Development Stage Company)

BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
(In thousands, except share amounts)
--------------------------------------------------------------------------------
ASSETS                                                      1999           1998

CURRENT ASSETS:
<S>                                                       <C>              <C>
  Cash and cash equivalents                               $ 1,810          $ 543
  Cash and cash equivalents, restricted                     7,173
  Short-term investments, restricted                        2,820
  Prepaid expenses                                            795             73

           Total current assets                            12,598            616

PROPERTY AND EQUIPMENT, NET                                56,734         27,112

DEFERRED FINANCING COSTS, Net                               3,446

OTHER ASSETS                                                   12              3

CASH, RESTRICTED                                                             407

DEFERRED INCOME TAXES                                         160

TOTAL                                                     $72,950        $28,138

LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued liabilities                  $ 487
  Accrued payroll and benefits                                110
  Accrued interest expense                                    976
  Construction accounts payable                             2,566        $ 1,210
  Current portion of long-term debt                            69

           Total current liabilities                        4,208          1,210

NONCURRENT LIABILITIES:
  Due to Riviera Holdings Corporation                                      6,241
  13% First Mortgage Notes                                 45,000
  Special improvement district bonds                          724            687
  Other long-term debt                                         18

           Total noncurrent liabilities                    45,742          6,928

           Total liabilities                               49,950          8,138

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS EQUITY:
  Common stock, $.01 par value; 10,000 shares authorized;
    1,000 shares issued and outstanding
  Additional paid-in capital                               23,474         20,000
  Accumulated deficit                                        (474)

           Total stockholders equity                       23,000         20,000

TOTAL                                                     $72,950        $28,138

See notes to financial statements.

</TABLE>

                                        F-2
<PAGE>
<TABLE>
<CAPTION>

RIVIERA BLACK HAWK, INC.
(A Development Stage Company)

STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999 AND PERIOD FROM AUGUST 18, 1997
(DATE OF INCEPTION) THROUGH DECEMBER 31, 1999  (In thousands)
------------------------------------------------------------------------------

                                                                   Cumulative
                                                                      from
                                                                    August 8,
                                                                      1997
                                                                    (Date of
                                                    Year            Inception)
                                                   Ended             through
                                                  December 31,     December 31,
                                                    1999               1999

<S>                                                <C>                <C>
Selling, general and administrative                $ 595              $ 595

Other income (expense):
  Interest expense                                (2,868)            (2,868)
  Interest capitalized                             2,262              2,262
  Interest income                                    567                567

           Total other income (expense)              (39)               (39)

Loss before benefit for income taxes                (634)              (634)

Benefit for income taxes                            (160)              (160)

Net loss                                          $ (474)            $ (474)


See notes to financial statements.
</TABLE>
                                                F-3
<PAGE>
<TABLE>
<CAPTION>

RIVIERA BLACK HAWK, INC.
(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS EQUITY
PERIOD FROM AUGUST 18, 1997 (DATE OF INCEPTION) THROUGH DECEMBER 31, 1997
AND YEARS ENDED DECEMBER 31, 1999 AND 1998 (In thousands, except share amounts)


                                                                  Additional
                                            Common Stock           Paid-in         Accumulated
                                         Shares       Amount       Capital          Deficit      Total
BALANCE, AUGUST 18, 1997
<S>                                       <C>           <C>           <C>            <C>           <C>
(Date of Inception)                         -          $ -           $ -                          $ -

 Common stock issued                        1,000

 Contributed capital                                                16,625                        16,625

BALANCE,
 DECEMBER 31, 1997                          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

See notes to financial statements.

</TABLE>
                                                F-4
<PAGE>

<TABLE>
<CAPTION>

RIVIERA BLACK HAWK, INC.
(A Development Stage Company)

STATEMENTS OF CASH FLOWS
PERIOD FROM AUGUST 18, 1997 (DATE OF INCEPTION) THROUGH DECEMBER 31, 1997 AND
YEARS ENDED DECEMBER 31, 1999 AND 1998 AND CUMULATIVE FROM
AUGUST 18, 1997 (INCEPTION) THROUGH DECEMBER 31, 1999  (In thousands)
-------------------------------------------------------------------------------


                                                                                             Cumulative
                                                                                               from
                                                                                 August 18,   August 18,
                                                                                   1997         1997
                                                                                 (Date of     (Date of
                                                         Year        Year       Inception)   Inception)
                                                         Ended       Ended        through      through
                                                     December 31,  December 31, December 31,  December 31,
                                                          1999      1998          1997          1999

CASH FLOWS FROM OPERATING ACTIVITIES -
<S>                                                      <C>         <C>          <C>           <C>
  Net loss                                               $ (474)                              $ (474)
  Adjustments to reconcile net loss to net cash used in
      operating activities -
   Amortization of bond offering costs                      338                                  338
   Changes in operating assets and liabilities:
      Increase in prepaid expenses                         (722)    $ (73)                      (795)
      Increase in accounts payable and accrued
      expenses                                              487                                  487
      Increase in accrued payroll and benefits              110                                  110
      Increase in accrued interest expense                  976                                  976
      Decrease in other assets                               (9)       (3)                       (12)
      Increase in deferred tax asset                       (160)                                (160)

           Net cash used in operating activities            546       (76)                       470

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                    (27,291)   (6,667)       $(15,923)   (49,881)
  Increase in cash - restricted                          (6,766)     (407)                    (7,173)
  Purchase of short-term investments                     (2,820)                              (2,820)
  Deferred financing costs                               (3,784)                              (3,784)

           Net cash used in investing activities        (40,661)   (7,074)        (15,923)   (63,658)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payment on long term debt                                  (2)                                  (2)
  Advances from (payments to) Riviera Holdings Corp.     (6,241)    6,241
  Proceeds from long-term borrowings                     45,000                               45,000
  Contribution of paid-in capital                         2,625     1,403          15,972     20,000

           Net cash provided by financing activities     41,382     7,644          15,972     64,998

INCREASE IN CASH AND CASH EQUIVALENTS                     1,267       494              49      1,810

CASH AND CASH EQUIVALENTS,  BEGINNING OF PERIOD             543        49

CASH AND CASH EQUIVALENTS, END OF PERIOD                $ 1,810     $ 543            $ 49    $ 1,810
INTEREST PAID                                           $(2,403)    $  -             $  -    $(2,403)

SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:
  Property and equipment purchased using accounts
   payable                                              $ 2,566   $ 1,203             $ 7    $ 2,566

  Property acquired using special improvement district
   bonds                                                   $ 97     $ 687             $ -      $ 784

  Capitalized interest contributed by Riviera Holdings
   Corp.                                                  $ 843    $1,972           $ 659    $ 3,474
  Property acquired with debt                              $ 29                                 $ 29

  Capitalized interest, other                           $ 2,262                              $ 2,262

See notes to financial statements.

</TABLE>


                                                F-5
<PAGE>


RIVIERA BLACK HAWK, INC.
(A Development Stage Company)
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 is a
development  stage  enterprise  at  December  31,  1999  that had not  commenced
operations.  The  principal  purpose  of the  Company is to develop a casino and
entertainment  complex in Black Hawk,  Colorado,  which commenced  operations on
February 4, 2000. The Company bagan  construction  on this casino in Black Hawk,
Colorado, on a site that was purchased for $15.1 million in August 1997.

     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 consolidated 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 and 1998,  securities  classified as held to maturity
comprised debt securities issued by the U.S. Treasury and other U.S.  government
corporations and agencies, and repurchase agreements,  with an amortized cost of
$2,820,000 and $0, respectively, maturing in three months or less.

     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. The
costs of normal  maintenance and repairs will be charged to expense as incurred.
Gains or losses on disposals will be recognized as incurred.

     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  - The  Company  is in the  development  stage  and  incurred
organizational  costs,  which are  capitalized  until  operations  of the casino
commence,  at which  time such  organizational  costs will be  amortized  over a
five-year  period.   Organizational   costs  consist  primarily  of  legal  fees
associated with establishing the gaming licenses for business.

     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 percent First Mortgage Notes interest payments.

Fair Value Disclosure as of December 31, 1999 and 1998:

     Cash and Cash Equivalents,  Short-term Investments (including  restricted),
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 $49,413,000 and $687,000 in 1999 and 1998, respectively.

     Estimates and  Assumptions  - The  preparation  of financial  statements in
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities,  disclosure of contingent assets and liabilities at the date of the
financial  statements,  and the reported amounts of revenues and expenses during
the reporting period. Actual results may differ from estimates.
                                        F-6
<PAGE>

     Recently Adopted Accounting Standards - The American Institute of Certified
Public Accountants' Accounting Standards Executive Committee issued Statement of
Position No. 98-5, Reporting on the Costs of Start-Up Activities.  This standard
provides guidance on the financial reporting for start-up costs and organization
costs.  This standard  requires costs of start-up  activities  and  organization
costs to be expensed as incurred,  and is effective  for fiscal years  beginning
after December 15, 1998, although earlier application is encouraged.  Management
adopted  this  standard  in 1999.  The  effect  was to  recognize  approximately
$595,000 of pre-opening  expenses in the current year that would  otherwise have
been deferred.

     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 has not finalized its analysis
of this SFAS or the impact of this SFAS on the Company or the  Company's  future
consolidated financial statements.

     Federal Income Taxes - 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 Company accounts for income
taxes in accordance with Statement of Financial  Accounting  Standards  ("SFAS")
No. 109, "Accounting for Income Taxes."

2.    RELATED-PARTY TRANSACTIONS

     As of December 31, 1999,  Riviera Holdings  Corporation  contributed  $15.1
million  to acquire  land for the casino in Black Hawk and $4.9  million in cash
for developing the land for the casino, for a total cash capital contribution of
$20 million.

     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 4.

     The  Company has  entered  into 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 will  consist of a revenue  fee and a
performance  fee.  The revenue fee will be based on one percent of net  revenues
(gross revenues less  complimentaries)  and is payable quarterly in arrears. The
performance fee will be 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  will  be  based  on the  preceding  quarter's  EBITDA,  paid  in  quarterly
installments  subject to year-end  adjustment.  The  management fee will go into
effect on the date of the opening of the Riviera Black Hawk casino.

     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>
                                                         1999           1998

<S>                                                    <C>            <C>
Land and improvements                                  $15,774        $15,790
Vehicles                                                    29
Construction in progress                                40,931         11,322

Total property and equipment                           $56,734        $27,112
</TABLE>

     In 1999 and 1998 and 1997,  $3.1 million and $2.0 million and $0.7 million,
respectively, in interest costs were capitalized on the construction project.

                                        F-7
<PAGE>


4.    LONG-TERM DEBT
<TABLE>
<CAPTION>

Long-term debt consists of the following at December 31 (in thousands):
                                                                           1999         1998
<S>                                                                         <C>          <C>
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%; and
  after 2004 at 100%                                                    $ 45,000

9% Notes collateralized by vehicles, payable monthly,
  including interest, maturing through October 2004                           27

5.5% Special Improvement District Bonds - issued by the City of Black
  Hawk, Black Hawk, Colorado, interest and principal payable monthly
  over 10 years beginning in 2000                                            784       $ 687

Total long-term debt                                                      45,811         687
Current maturities by terms of debt                                          (69)

Total                                                                   $ 45,742       $ 687
</TABLE>

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

<S>                                                  <C>
2000                                                 $ 69
2001                                                   74
2002                                                   76
2003                                                   71
2004                                                   76
Thereafter                                         45,445

Total                                             $45,811
</TABLE>


     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 RBH's casino project in Black Hawk, Colorado. Riviera Holdings
Corporation  has not guaranteed  the $45 million RBH notes,  but has agreed to a
"Keep Well  Agreement"  of $5 million per year (or an  aggregate  limited to $10
million) for the first three years of RBH  operations  to cover if (i) the $5.85
million  interest  on such notes is not paid by RBH and (ii) the amount by which
RBH cash flow is less than $9.0 million per year. In addition,  Riviera Holdings
Corporation has 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  commitment  which will be released in August of 2000. 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.

   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-lines
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 percent 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  10  percent  Notes  without  a
refinancing.
                                        F-8
<PAGE>


     The 13% First Mortgage Note Indenture  contains  certain  covenants,
which  limit the  ability  of RBH 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 curtail 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 RBH's operations. At
December 31, 1999, RBH believes that it is in compliance with the covenants.

     The 5.5 percent 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 are expected to be completed
in 2000 at an estimated cost of $2,240,000, including interest and reserves. The
excess proceeds have been returned to the bondholders by the City of Black Hawk,
Colorado.  RBH is  responsible  for 50 percent of the debt payable over 10 years
beginning in 2000.

5.    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 year ended  December  31,
1999, as follows (in thousands):
<TABLE>
<CAPTION>

                                                                      1999
                                                            --------------------
                                                               Amount       Rate

<S>                                                            <C>           <C>
 (Provision) benefit for income taxes at federal
 statutory rate                                               $(234)      (37.0)%
 Other                                                           74        11.6 %

 (Benefit) provision for income taxes                         $(160)      (25.2)%
</TABLE>

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

                                                              1999

Current
Deferred                                                     $(160)

Total                                                        $(160)

                                        F-9
<PAGE>


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

                                                              1999

Deferred tax assets:
  Net operating loss carryforward                             $160

Net deferred tax asset                                        $160


6.    COMMITMENTS AND CONTINGENCES

     Deposit Account - Pursuant to a deposit account agreement, dated as of June
3, 1999, among Bank of America as deposit bank, Riviera Holdings Corporation and
First  American  Title  Insurance  Company,  Riviera  Holdings  Corporation  has
deposited  $5.0 million to insure First American  against  mechanics lien claims
against the Black Hawk property.  If no mechanics  liens are outstanding 30 days
after the casino opens and other  conditions are met, such $5.0 million  deposit
will be released to Riviera Holdings Corporation.

     Keep-Well  Agreement  - RBH and  Riviera  Holdings  Corporation  entered  a
Keep-Well  Agreement  wherein,  if (1) RBH does not have the necessary  funds to
make a payment of fixed  interest  on the notes  during its first three years of
operations or (2) consolidated cash flow is less than $9.0 million in any of the
first three years of operations,  Riviera Holdings Corporation will be obligated
to  contribute  cash to RBH to make up those  amounts  (up to a maximum  of $5.0
million for any one operating year and $10.0 million in the aggregate).

     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 Company does not expect to make further draws
on the lease line.

                                ******
                                  F-10
<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.*

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.*
<PAGE>

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.***

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.

 *  Previously filed.

**  Filed herewith.

*** To be Filed in an amendment to this Form 10K.

(b) Financial Statement  Schedules:  Schedules not listed above
are  omitted  because of the  absence  of the  conditions  under  which they are
required or because the  information  required by such omitted  schedules is set
forth in the financial statements or the notes thereto.