SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

Mark One
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended                March 31, 2000
                               ------------------------------------------
                                                         OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from                       to
                               --------------------      -----------------

                                 Commission file number  333-8163
                                                        ---------

                      Riviera Black Hawk, Inc.
----------------------------------------------------------------------
        (Exact name of Registrant as specified in its charter)

     Colorado                                                      86-0886265
-------------------------------------------------------------------------------
(State or other  jurisdiction of incorporation  or  organization)  (IRS Employer
Identification No.)

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


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

     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---- No -------

                APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                       PROCEEDINGS DURING THE LAST FIVE YEARS

     Indicate by check mark whether the Registrant  has filed all  documentation
and reports  required to be filed by Section 12, 13, or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes---No ----

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

         Indicate the number of shares  outstanding of each of the  Registrant's
classes of common stock, as of the latest practicable date.

         The Registrant's  Common Stock is owned 100% indirectly by its ultimate
parent Riviera Holdings Corporation, a reporting company. As of May 12, 2000,
the number of outstanding shares of the Registrant's Common Stock was 1,000.

                                        1
<PAGE>


                          Riviera Black Hawk, Inc.
<TABLE>
<CAPTION>

INDEX

                                                                                       Page
PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

<S>                                                                                      <C>
Independent Accountants' Report                                                          3

Condensed Balance Sheets  at March 31, 2000 (Unaudited)  and
December 31, 1999                                                                        4

Condensed Statements of Operations (Unaudited) for the
Three Months  ended March 31, 2000 and 1999                                              5

Condensed Statements of Cash Flows (Unaudited) for the
Three Months  ended  March 31, 2000 and 1999                                             6

Notes to Condensed Financial Statements (Unaudited)                                      7

Item 2.  Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                                 12

Item 3.  Quantitative and Qualitative Disclosure About Market Risk                      16


PART II.  OTHER INFORMATION

Signature Page                                                                          18

</TABLE>
                                        2
<PAGE>







INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors
Riviera Black Hawk, Inc.

We have reviewed the accompanying condensed balance sheet of Riviera Black Hawk,
Inc., (the "Company") as of March 31, 2000, and the related condensed statements
of operations and cash flows for the three months ended March 31, 2000 and 1999.
These financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing  standards generally accepted in the United States of America, the
objective  of which is the expression of an opinion  regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to such condensed financial statements for them to be in conformity with
accounting principles generally accepted in the United States of America.

     We have previously audited, in accordance with auditing standards generally
accepted in the United  States of America, the balance  sheet of Riviera  Black
Hawk, Inc. as of December 31, 1999, and the related  statements of stockholders'
equity,  and cash flows for the year then ended (not presented  herein);  and in
our report  dated  February  14, 2000 (March 6, 2000 with respect to Note 6), we
expressed an unqualified opinion on those financial statements.  In our opinion,
the  information  set forth in the  accompanying  condensed  balance sheet as of
December 31, 1999, is fairly stated,  in all material  respects,  in relation to
the balance sheet from which it has been derived.

DELOITTE & TOUCHE LLP

April 25, 2000
Las Vegas, Nevada

                                        3
<PAGE>

<TABLE>
<CAPTION>

RIVIERA BLACK HAWK, INC.
BALANCE SHEETS
March 31, 2000 and December 31, 1999
(In Thousands, except share amounts)
----------------------------------------------------------------------------------------------------
                                                                March 31,              December 31,
                                                                   2000                    1999
ASSETS                                                                      (Unaudited)
CURRENT ASSETS:
<S>                                                                     <C>                  <C>
   Cash and cash equivalents                                            $7,426               $1,810
   Cash and cash equivalents - restricted                                2,758                7,173
   Short term investments - restricted                                   2,854                2,820
   Accounts receivable related to construction financing                   698
   Inventories                                                             206
   Prepaid expenses and other assets                                       463                  795
                                                             ------------------   ------------------
       Total current assets                                             14,405               12,598

PROPERTY AND EQUIPMENT, NET                                             68,943               56,734

DEFERRED FINANCING COSTS, Net                                            3,281                3,446

OTHER ASSETS                                                                10                   12

DEFERRED INCOME TAXES                                                      160                  160
                                                             ------------------   ------------------

TOTAL                                                                  $86,799              $72,950
                                                             ==================   ==================

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Current portion of long-term debt                                    $1,378                  $69
   Accounts payable                                                      4,769                3,053
   Management Fees Payable                                                 334
   Current income tax payable                                               54
   Accrued interest expense                                              2,438                  976
   Accrued other expenses                                                1,582                  110
                                                             ------------------   ------------------
     Total current liabilities                                          10,555                4,208
                                                             ------------------   ------------------

OTHER LONG-TERM LIABILITIES                                                784                  724
                                                             ------------------   ------------------

LONG-TERM DEBT, NET OF CURRENT PORTION                                  52,345               45,018
                                                             ------------------   ------------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
Common stock ($.001 par value; 10,000 shares
     authorized; 1,000 shares issued and outstanding
   Additional paid-in capital                                           23,513               23,474
   Accumulated deficit                                                   (398)                (474)
                                                             ------------------   ------------------
      Total stockholders' equity                                        23,115               23,000
                                                             ------------------   ------------------
TOTAL                                                                  $86,799              $72,950
                                                             =======================================
See Notes to condensed financial statements

</TABLE>
                                        4

<PAGE>


<TABLE>
<CAPTION>

RIVIERA BLACK HAWK, INC.
STATEMENTS OF OPERATIONS (Unaudited)
FOR THE QUARTERS ENDED MARCH 31, 2000 AND 1999
(In  thousands,  except per share amounts)
-----------------------------------------------------------------------------------------------------------------------
                                                                          2000                1999
REVENUES:

<S>                                                                        <C>              <C>
  Casino                                                                  $7,579
  Food and beverage                                                          711
  Entertainment                                                                0
  Other                                                                       62
                                                                   ----------------   -----------------
            Total revenues                                                 8,352
   Less promotional allowances                                               468
                                                                   ----------------   -----------------
            Net revenues                                                                     7,884
                                                                   ----------------   -----------------

COSTS AND EXPENSES:
 Direct costs and expenses of operating departments:

    Casino                                                                 2,633
    Food and beverage                                                        355
    Entertainment
    Other                                                                      2
Other operating expenses:
    Selling, general and administrative                                    1,718
    Preopening expenses-Black Hawk, Colorado  project                      1,221               14
    Management fees                                                          334
    Depreciation and amortization                                            469
                                                                   ----------------   -----------------
            Total costs and expenses                                       6,732               14
                                                                   ----------------   -----------------
INCOME FROM OPERATIONS                                                     1,152              (14)
                                                                   ----------------   -----------------

OTHER (EXPENSE) INCOME
Interest expense                                                          (1,608)
Interest income                                                               33
Interest capitalized                                                         577
     Total other expense                                                    (998)               0
                                                                   ----------------   -----------------

INCOME(LOSS) BEFORE PROVISION FOR TAXES                                      154              (14)

PROVISION  FOR INCOME TAXES INCLUDING COLORADO STATE                          78
                                                                   ----------------   -----------------
   INCOME TAX

NET INCOME(LOSS)                                                             $76             ($14)
                                                                   ================   =================
See notes to condensed financial statements
</TABLE>
                                        5
<PAGE>
<TABLE>
<CAPTION>
RIVIERA BLACK HAWK, INC.
STATEMENTS OF CASH FLOWS (Unaudited)                                                               For the Quarter Ended
                                                                                                           March 31,
                                                                                              2000                      1999
                                                                                     -----------------------    ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                                  <C>                  <C>
Net Income(Loss)                                                                                     $76                  ($14)
  Adjustments to reconcile net income(loss) to net cash
    provided by operating activities:
    Depreciation and amortization                                                                    469
    Provision for bad debts                                                                           10
    Interest expense                                                                               1,608
    Interest paid                                                                                    (19)
    Capitalized interest on construction projects                                                   (577)
    Changes in operating assets and liabilities:
      Decrease (increase) in accounts receivable                                                    (698)
      Decrease (increase) in inventories                                                             206
      Decrease (increase) in prepaid expenses
          and other assets                                                                           332                     42
      Increase (decrease) in accounts payable                                                      1,743                  2,351
      Increase (decrease) in management fees                                                         334
      Increase (decrease) in accrued liabilities                                                   1,472                    247
      Increase (decrease) in current income taxes payable                                             54
      Increase (decrease) in deferred income taxes
                                                                                     --------------------- ----------------------
       Net cash  provided by  operating activities                                                  4,599                  2,626
                                                                                     --------------------- ----------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures - Black Hawk, Colorado project                                        (12,677)                (6,338)
      Capitalized interest on construction projects                                                  577
      Purchase of short-term investments                                                             (34)
      Decrease (increase) Black Hawk, Colorado restricted funds                                    4,415
      Decrease (increase) in other assets                                                              2                     (7)
                                                                                     --------------------- ----------------------

       Net cash provided by (used in) investing activities                                        (7,718)                (6,345)
                                                                                     --------------------- ----------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from long-term borrowings                                                             8,719
      Payments on long-term borrowings                                                                (23)
    Advances from (payments to) Riviera Holdings Corporation                                           39                  3,650
                                                                                     --------------------- ----------------------
        Net cash  provided by  financing activities                                                 8,736                  3,650
                                                                                     --------------------- ----------------------

INCREASE (DECREASE)  IN CASH AND CASH EQUIVALENTS                                                   5,616                   (69)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                      1,810                    543
                                                                                     --------------------- ----------------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                                           $7,426                   $474
                                                                                     ===================== ======================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                                     $100
   Colorado income taxes paid                                                         ===================== ======================

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING
ACTIVITIES:

   Property acquired with debt and accounts payable                                                $2,864                 $2,351
                                                                                     ===================== ======================
See notes to condensed financial statements
</TABLE>

                                        6
<PAGE>


NOTES TO  FINANCIAL STATEMENTS (UNAUDITED)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

On August 18,  1997 (date of  inception),  Riviera  Black Hawk,  Inc.  (the
"Company"  or  "RBH")  was  formed.  The  Company  is a  wholly  owned  indirect
subsidiary of Riviera Holdings Corporation. The balance sheet as of December 31,
1999 and  Statement  of  Operations  for the three  months  ended March 31, 2000
present  information  while  the  Company  was in  the  development  stage.  RBH
commenced  operations on February 4, 2000, with the opening of the Riviera Black
Hawk Casino in Black Hawk, Colorado.

Nature of Operations

The primary  line of business  of the  Company is the  operation  of the Riviera
Black Hawk Casino in Black Hawk, Colorado.

Casino  operations are subject to extensive  regulation in the State of Colorado
by the  Gaming  Control  Board and  various  other  state  and local  regulatory
agencies.

Principles of Presentation

The  financial  information  at March 31,  2000,  and for the three months ended
March 31, 2000 and 1999 is unaudited.  However,  such  information  reflects all
adjustments (consisting solely of normal recurring adjustments) that are, in the
opinion  of  management,  necessary  for a fair  presentation  of the  financial
position,  results of operations,  and cash flows for the interim  periods.  The
results  of  operations  for the three  months  ended  March  31,  2000  are not
necessarily indicative of the results that will be achieved for the entire year.

These  financial  statements  should  be read in  conjunction  with the  audited
condensed financial statements and notes thereto for the year ended December 31,
1999, included in the Company's Annual Report on Form 10K.

Earnings Per Share
     The Company is a wholly owned subsidiary of Riviera  Holdings  Corporation.
There are no publicly  traded shares of the Company's  stock. In accordance with
Financial  Accounting  Standards No. 128 "Earnings Per Share",  not earnings per
share date is presented.

Estimates and Assumptions

     The  preparation  of condensed  financial  statements  in  conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts  of  assets  and  liabilities,   disclosure  of  contingent  assets  and
liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. Significant estimates used by
the  Company  include  accrued  liabilities.  Actual  results  may  differ  from
estimates.
                                        7
<PAGE>
Cash and cash equivalents and short term investments - restricted
Amounts related to the Riviera Black Hawk casino project in Black Hawk, Colorado
are  restricted  in use to that  project or for the related  13% First  Mortgage
Notes interest payments.

Short term investments - restricted

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."  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 and reevaluates  such  determination  at each
balance sheet date.  Held-to-maturity  securities are carried at amortized cost.
At March 31, 2000,  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 $2.8 million
maturing in April 2000.

Inventories

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

Property and Equipment

     Property and equipment are stated at cost and capitalized  lease assets are
stated at the  present  value of future  minimum  lease  payments at the date of
lease  inception.  Interest  incurred  during  construction of new facilities or
major additions to facilities is capitalized and amortized over the life of the
asset.  Depreciation is computed by the straight-line method over the shorter of
the estimated useful lives or lease terms, if applicable, of the related assets,
which range from 5 years for certain gaming equipment to 40 years for buildings.
The costs of normal  maintenance and repairs are charged to expense as incurred.
Gains or losses on disposals are recognized as incurred.

     The Company periodically assesses the recoverability of property, plant 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.

Revenue Recognition:

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

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

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

Recently Issued Accounting Standards

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
                                        8
<PAGE>
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.

2.       DEBT AND RELATED DEFERRED FINANCING COSTS

     On June 3, 1999, the Company, closed 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.  The parent of RBH,
Riviera Holdings Corporation,  has not guaranteed the $45 million RBH Notes, but
has agreed to a "Keep Well" of $5 million per year (or an  aggregate  limited to
$10 million) for the first 3 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  in any of the  first  three  years.
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,
the $5.0 million deposit will be returned to Riviera Holdings Corporation. The
Company believes that restrictions will be recommended in August 2000.

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

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

The 13% First Mortgage Note Indenture  contains certain  covenants,  which limit
the ability of the Company and its restricted  subsidiaries,  subject to certain
exceptions,  to: (1) 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 the  Company's
operations.  At March 31, 2000,  the Company  believes  that it is in compliance
with the covenants.

3.       COMMITMENTS AND CONTINGENICIES


RBH constructed the casino in Black Hawk, Colorado on a site which was purchased
for $15  million  in August  1997.  As of March 31,  2000 the  Riviera  Holdings
Corporation  had made $20.0  million  in cash  contributions  to RBH  (excluding
capitalized interest) and the casino began operations on February 4, 2000.
                                        9
<PAGE>

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 the substantially  all construction  funds have been
disbursed,  such $5.0  million  deposit  will be  returned  to Riviera  Holdings
Corporation.   These  amounts  are  included  in  cash  and  cash   equivalents,
restricted.  The Company believes these  restrictions  will be removed in August
2000.

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).

During the first quarter of 2000, RHB obtained $9.6 million in capital lease
financing for 60 months at appoximately 10.5% for equipment purchases.

The Company is unaware of any material legal proceedings as of March 31, 2000.
                                        10
<PAGE>
SEGMENT DISCLOSURES
4.  SEGMENT DISCLOSURES

RBH provides Las Vegas-style gaming, amenities and entertainment.  The Company's
three reportable  segments are based upon the type of service provided:  Casino,
food and beverage, and entertainment. The casino segment provides customers with
gaming activities  through  traditional table games and slot machines.  The food
and beverage  segment  provides  restaurant  and drink  services.  Entertainment
segment provides  customers with a variety of live shows,  reviews and concerts.
All other  segment  activity  consists  of rent  income,  retail  store  income,
telephone  and  other  activity.   Intersegment  revenues  consist  of  revenues
generated through  complimentary  sales to customers by the casino segment.  The
Company evaluates each segment's  performance based on segment operating profit.
The  accounting  policies  of the  operating  segments  are the  same  as  those
described in the summary of significant  accounting policies. The Company opened
for business on February 4, 2000.  There were no  entertainment  revenues in the
quarter ended March 31, 2000. The Company was in the development stage at March
31, 1999, accordingly no comparitive data is provided for that period.
<TABLE>
<CAPTION>

                                                           Food and   Entertain-
     Three Months ended March 31, 2000         Casino      Beverage      ment     All Other     Total

<S>                                            <C>            <C>           <C>       <C>      <C>
Revenues from external customers               $7,579         $243          $0        $62      $7,884
Intersegment revenues                                          468           0                    468
Segment profit (loss)                           4,946         (112)          0         59       4,893


</TABLE>

Reconciliation  of segment  profit to  consolidated  net income before taxes and
extraordinary items:
<TABLE>
<CAPTION>

                               Three Months Ended

                                                             2000
<S>                                                          <C>
Segment profit                                               4,893
Other operating expenses                                     3,886
Other expense                                                  853

Net income before provision for taxes                         $154

</TABLE>

The Company markets directly to residents of Denver, Colorado, Significantly all
revenues  are  derived  from  patrons  visiting  the  Company  from  the  Denver
metropolitan area, Revenues  from a foreign  country or region may exceed 10% of
all  reported  segment  revenues;  however,  the Company  cannot  identify  such
information based upon the nature of gaming operations.
                                        11
<PAGE>
ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following table sets forth certain operating information for the Company for
the three months ended March 31, 2000.  Revenues and promotional  allowances are
shown  as a  percentage  of  net  revenues.  Department  costs  are  shown  as a
percentage of  departmental  revenues.  All other  percentages  are based on net
revenues. The Company was in the development stage at March 31, 1999.
Accordingly, no comparitive data is provided for that period.
<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                         March 31,
              Income Statement Data:                                                      2000
                                                                                        ----------
              Revenues:
<S>                                                                                         <C>
                Casino                                                                      96.1%
                Food and beverage                                                            9.0%
                Entertainment                                                                0.0%
                Other                                                                        0.8%
                Less promotional allowances                                                 -5.9%
                Net Revenues                                                               100.0%
              Costs and Expenses:
                  Casino                                                                    34.7%
                  Food and beverage                                                         50.0%
                  Entertainment                                                              0.0%
                  Other                                                                      1.8%
                  General and administrative                                                21.8%
                  Management fees                                                            4.2%
                  Preopening Expenses - Black Hawk, Colorado Project                        15.5%
                  Depreciation and amortization                                              7.8%
                          Total costs and expenses                                          87.2%
              Income from operations                                                        12.8%
              Interest expense, other                                                      -18.6%
              Interest income, other                                                         0.4%
              Interest, capitalized                                                          7.3%
              Income before provision  for income  taxes                                     2.0%
              Provision  for income taxes                                                    1.0%
              Net Income                                                                     1.0%
              EBITDA (1)  Margin                                                            40.3%
              Net cash provided by operating activities                                     57.5%
</TABLE>

1 EBITDA consists of earnings before interest, income taxes,  depreciation,
amortization,  management fees and preopening expenses.  While EBITDA should not
be construed  as a  substitute  for  operating  income or a better  indicator of
liquidity  than cash flow from  operating  activities,  which are  determined in
accordance with generally accepted accounting principles ("GAAP") it is included
herein to provide  additional  information  with  respect to the  ability of the
Company  to meet its future  debt  service,  capital  expenditures  and  working
capital  requirements.  Although  EBITDA is not  necessarily  a  measure  of the
Company's  ability to fund its cash  needs,  management  believes  that  certain
investors  find  EBITDA to be a useful  tool for  measuring  the  ability of the
Company  to  service  its debt.  EBITDA  margin  is  EBITDA is a percent  of net
revenues.  The  Company's  definition  of EBITDA may not be  comparable to other
companies' definitions.
                                        12
<PAGE>
     Three Months Ended March 31, 2000  Compared to Three Months Ended March 31,
1999 (Operations commenced February 4, 2000)

Special Factors Effecting Comparability

Riviera Black Hawk, Inc. was in the development stage at March 31, 1999.
Accordingly, no Comparative data is provided.  The three months ended March 31,
2000 did not include a full three months of operating activity since the Company
came out of development stage on February 4, 2000, as such analysis would not be
meaningful.

Revenues

Riviera  Black Hawk  Casino  opened for  business in Black  Hawk,  Colorado,  on
February 4, 2000.  Net  revenues for the period  ending March 31, 2000,  totaled
$7.9 million.  Casino revenues were $7.6 million or 96.1% of total net revenues.
In the casino  $7.2  million  of the total was slot  machine  revenues  with the
balance of $400,000  provided by casino table games.  Food and Beverage revenues
were  approximately  $700,000  of which  $470,000  were  promotional  allowances
representing drinks and meals to casino patrons.

Direct Costs and Expenses of Operating Departments

Total  direct costs and expenses of  operating  departments  were $3.0  million.
Casino expenses were $2.6 million,  or 34.7% of casino revenues.  These expenses
were primarily payroll and related, gaming tax and license, and marketing.  Food
and beverage  expenses  were  approximately  $350,000,  or 50% of gross food and
beverage revenues.

Other Operating Expenses

     Selling, general and administrative expenses were $1.7 million, or 21.8% of
net revenues.  General and administrative expenses consist mainly of payroll and
related taxes and benefits.  Preopening  expenses  totaled $1.2 million and were
comprised  mainly of  payroll  and  related  taxes and  benefits  for the period
January 1 through  February 3, 2000 when employee service training was provided.
Management fees to its parent were  approximately  $300,000.  Those fees are due
Riviera  Holdings  Corporation  and are based on a percent of net  revenues  and
EBITDA.

Depreciation  for the first  quarter of 2000 was  $470,000  and was based on the
total property cost, net of land, of approximately $54.0 million.

Other Income (Expense)

On June 3, 1999,  RBH  completed a $45 million  private  placement  of 13% First
Mortgage Notes. Interest expense (net of capitalized interest) on those notes of
approximately  $900,000, was recorded in first quarter of 2000. Interest income,
on investments  from the unused  proceeds of the 13% First Mortgage  Notes,  was
$33,000.

Capitalized  interest was $577,000 on the project for the period January 1, 2000
through February 3, 2000.  Capitalized  interest in 1999 was realized by Riviera
Holdings Corporation and is a component of their investment in RBH.
                                        13
<PAGE>
Net Income
Net Income for the three months  ended March 31, 2000,  was $76,000 or 1% of net
revenues.  Provision  for income  taxes  includes the normal 35%  provision  for
federal taxes and 5% for Colorado State Income Tax for the Black Hawk,  Colorado
property.

EBITDA
EBITDA for the three months ended March 31, 2000, was $3.2 million,  or 40.3% of
net revenues. Preopening expenses of $1.2 million are not included in the EBITDA
calculation.

Liquidity and Capital Resources
     At March  31,  2000,  the RBH had  cash,  restricted  cash and  short  term
investments  of $13.1 million.  The Company had working  capital of $3.0 million
and shareholders equity of $23.1 million.

     The Company's net cash provided by operating  activities was  approximately
$4.5 million for the period ending March 31, 2000.  Management believes that the
$13.1 million in cash and short term investments,and the "keep well" commitments
from Riviera  Holdings  Corporation  will be  sufficient  to cover the Company's
investment in budgeted capital expenditures for 2000 including completion of the
Black Hawk casino  development and the working  capital  requirements to operate
the casino for the first twelve months of operations.

Cash flow from  operations may not be sufficient to pay 100% of the principal of
the 13% Notes at  maturity  on May 1,  2005.  Accordingly,  the  ability  of the
Company to repay the 13% Notes at maturity will be dependent upon its ability to
refinance  those notes.  There can be no assurance that the Company will be able
to refinance  the  principal  amount of the 13% Notes at  maturity.  At any time
prior  to May  1,  2001,  the  Company  may  redeem  up to 35% of the  aggregate
principal  amount of the 13% notes  issued  under the  indenture at a redemption
price of 113% of the principal  amount. On or after May 1, 2002, the Company may
redeem all or a part of the notes at premiums  beginning at 106.5% and declining
each subsequent year to par in 2004.

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

The 13% Note Indenture  contains certain  covenants,  which limit the ability of
the Company and its restricted subsidiaries, 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
                                        14
<PAGE>
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 the Company's  operations.  At March 31, 2000, the Company
believes that it is in compliance with the covenants.
                                        15
<PAGE>
ITEM 3.  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 60 days or less.

     As of March 31, 2000, we had $53.7 million in  borrowings.  The  borrowings
include $45 million in bonds maturing in 2005. Interest under the bonds is based
on a rate of 13% excluding contingent interest.  Also included is $.7 million in
a special  improvement  district bond offering  with Black Hawk,  Colorado.  The
Company's  share of the debt on the SID bonds of $1,470,000  when the project is
complete,  is payable  over ten years  beginning  in January  2000.  The special
improvement  district bonds bear interest at 5.5%.  Other  borrowings  include a
vehicle loan maturing in 2004 with an interest rate if 9.0%.  Additionally,  the
Company  committed  to an $11.1  million  capital  lease  line for 60  months at
approximately 11.2%. The Company made draws on the lease line beginning in first
quarter 2000 in the amount of $9.6 million at a weighted  average  interest rate
of 10.5%.

<TABLE>
<CAPTION>

Interest Rate Sensitivity

Principal (Notational Amount by Expected Maturity)
Average Interest Rate

(Amounts in                                                                                                        Fair Value
<S>                                  <C>       <C>        <C>        <C>        <C>        <C>          <C>         <C>
thousands)                           2000      2001       2002       2003       2004     Thereafter     Total      at 3/31/00
     Assets

Short term investments             $                                                                  $ 3,500     $   3,500
                                    3,500

Average interest rate               5.00%

Long Term Debt Including Current Portion

Equipment loans
Black Hawk, Colorado                 $   9     $  10      $   8                                       $   27       $    27

Average interest rate                 11.2%     11.2%      11.2%

Capital leases
 Black Hawk, Colorado              $ 1,051   $ 1,588    $ 1,766    $ 1,959    $ 2,161     $    255    $ 8,780     $   8,780

Average interest rate                 10.5%     10.5%      10.5%      10.5%      10.5%        10.5%

Special Improvement District Bonds
 Black Hawk, Colorado                $  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>
                                                16
<PAGE>




Forward Looking Statements

The Private  Securities  Litigation  Reform Act of 1997 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.

                                                17
<PAGE>



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                           RIVIERA BLACK HAWK, INC.


                                            By: /s/ William L. Westerman
                                            William L. Westerman
                                            Chief Executive Officer and Director

                                            By: /s/Ronald P. Johnson
                                            Ronald P. Johnson
                                            President and Director

                                            By: /s/ Duane Krohn
                                            Duane Krohn
                                            Treasurer,
                                            Chief Financial Officer
                                            And Director

                                            Date: May 12, 2000
                                        18