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   June 30, 2001
                               ----------------------------------------------
                                        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                  (IRS Employer Identification No.)
of incorporation or organization)

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 August 10, 2001,
the number of outstanding shares of the Registrant's Common Stock was 1,000.


<PAGE>


                        Riviera Black Hawk, Inc.

                               INDEX

                                                                        Page
PART I.  FINANCIAL INFORMATION

Item 1.    Financial Statements

Independent Accountants' Report                                            2

Condensed Balance Sheets at June 30, 2001 (Unaudited)  and
December 31, 2000                                                          3

Condensed Statements of Operations (Unaudited) for the
Three Months and Six Months ended June 30, 2001 and 2000                   4

Condensed Statements of Cash Flows (Unaudited) for the
Three Months and Six Months ended June 30, 2001 and 2000                   5

Notes to Condensed Financial Statements (Unaudited)                        6

Item 2.    Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                   10

Item 3.  Quantitative and Qualitative Disclosure About Market Risk        15


PART II.  OTHER INFORMATION

Signature Page                                                            17



<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 June 30, 2001, and the related condensed  statements
of  operations  and of cash flows for the three months and six months ended June
30, 2001 and 2000.  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 generally  accepted  auditing
standards in the United  States of America,  the balance  sheet of Riviera Black
Hawk,  Inc. as of December 31, 2000,  and the related  statements of operations,
stockholders'  equity,  and cash flows for the year then  ended  (not  presented
herein);  and in our report dated February 14, 2001, 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, 2000, is fairly
stated, in all material respects, in relation to the balance sheet from which it
has been derived.

DELOITTE & TOUCHE LLP

August 8, 2001
Las Vegas, Nevada

                                                2
<PAGE>
<TABLE>
<CAPTION>
RIVIERA BLACK HAWK, INC.
 BALANCE SHEETS
(In Thousands, except share amounts)
-----------------------------------                  June 30,       December 31,
                                                      2001              2000
ASSETS                                              Unaudited)
CURRENT ASSETS:
<S>                                                     <C>               <C>
   Cash and cash equivalents                        $     7,251       $    7,744
   Accounts receivable, Net                                 235              165
   Inventories                                              208              270
   Prepaid expenses and other assets                        556              565
                                                    ------------    -------------
       Total current assets                               8,250            8,744

PROPERTY AND EQUIPMENT, NET                              68,295           68,505
OTHER ASSETS, NET                                         2,217            2,085
DEFERRED INCOME TAXES                                     2,311            2,125
                                                    ------------    -------------
TOTAL                                               $    81,073      $    81,459
                                                    ============    =============

LIABILITIES AND SHAREHOLDER'S EQUITY

CURRENT LIABILITIES:
   Current portion of long-term debt                $     1,862       $    1,770
   Accounts payable                                       3,247            4,213
   Accrued interest                                       1,353            1,162
   Accrued other expenses                                 1,067            1,180
   Payable to Parent                                      2,151            1,064
                                                    ------------    -------------
     Total current liabilities                            9,680            9,389
                                                    ------------    -------------
LONG-TERM DEBT, NET OF CURRENT PORTION                   42,335           45,777
                                                    ------------    -------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDER'S EQUITY:
Common stock ($.001 par value; 10,000 shares
     authorized; 1,000 shares issued and outstanding
   Additional paid-in capital                            32,758           29,713
   Accumulated deficit                                  (3,700)          (3,420)
                                                    ------------    -------------
      Total stockholders' equity                         29,058           26,293
                                                    ------------    -------------
TOTAL                                               $    81,073      $    81,459
                                                    ============    =============
See notes to condensed  financial statements
</TABLE>
                                                3
<PAGE>
<TABLE>
<CAPTION>
RIVIERA BLACK HAWK, INC.
STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share  amounts)
                                                           Three Months Ended        Six Months Ended
                                                               June 30,                   June 30,
<S>                                                        <C>           <C>          <C>          <C>
REVENUES:                                                  2001          2000         2001         2000
  Casino                                                  $11,424       $8,157      $21,947       15,454
  Food and beverage                                         1,365        1,280        2,507        1,991
  Entertainment                                                69            0           91            0
  Other                                                       125           84          234          146
                                                        ---------- ------------------------- ------------
            Total revenues                                 12,983        9,521       24,779       17,591
   Less promotional allowances                                993          947        1,819        1,416
                                                        ---------- ------------------------- ------------
            Net revenues                                   11,990        8,574       22,960       16,175
                                                        ---------- ------------------------- ------------

COSTS AND EXPENSES:
 Direct costs and expenses of operating departments:
    Casino                                                  5,775        5,080       11,102        7,431
    Food and beverage                                         475          489          795          845
    Entertainment                                              15            0           30            0
    Other                                                     (2)            3            0            5
Other operating expenses:
    General and administrative                              2,908        2,473        5,671        4,189
    Preopening expenses                                         0            0            0        1,222
    Management fees to parent                                 278           16          602          349
    Depreciation and amortization                             921          761        1,804        1,229
                                                        ---------- ------------------------- ------------
            Total costs and expenses                       10,370        8,822       20,004       15,270
                                                        ---------- ------------------------- ------------
INCOME (LOSS) FROM OPERATIONS                               1,620        (248)        2,956          905
                                                        ---------- ------------------------- ------------
OTHER (EXPENSE) INCOME
Interest expense                                          (1,715)      (2,160)      (3,473)      (3,768)
Interest income                                                20          130           52          164
Interest capitalized                                            0            0            0          577
                                                        ---------- ------------------------- ------------
     Total other expense                                  (1,695)      (2,030)      (3,421)      (3,027)
                                                        ---------- ------------------------- ------------
LOSS BEFORE BENEFIT  FOR INCOME TAXES                        (75)      (2,278)        (465)      (2,122)
BENEFIT  FOR INCOME TAXES INCLUDING
 COLORADO STATE INCOME TAX
    TAX                                                      (64)        (928)        (186)        (849)
                                                        ---------- ------------------------- ------------
NET LOSS                                                   $ (11)    $ (1,350)      $ (279)    $ (1,273)
                                                        ========== ========================= ============
See notes to condensed financial statements
</TABLE>
                                                4
<PAGE>
<TABLE>
<CAPTION>
RIVIERA BLACK HAWK, INC.
STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)                                             Three Months     Three Months     Six Months     Six Months
                                                              Ended            Ended           Ended           Ended
CASH FLOWS FROM OPERATING ACTIVITIES:                     June 30, 2001    June 30, 2000   June 30, 2001   June 30, 2000
<S>                                                            <C>             <C>            <C>            <C>
Net (loss)                                                  $  (11)         $(1,350)       $  (279)       $ (1,273)
  Adjustments to reconcile net loss to net cash provided by
    (used in) operating activities:
    Depreciation and amortization                               921             761           1,804           1,229
    Provision for bad debts                                      12              12              17              23
    Interest expense                                          1,714           2,160           3,473           3,768
    Interest paid                                           (2,535)          (3,283          (2,921)         (3,302)
    Capitalized interest on construction projects                                                             (577)
    Changes in operating assets and liabilities:
      Decrease (increase) in accounts receivable               (56)             442            (86)           (256)
      Decrease (increase) in inventories                        142              73              62           (133)
      Decrease (increase) in prepaid expenses
          and other assets                                    (148)            (350)              9            (19)
      Increase (decrease) in accounts payable                     3          (1,904)          (966)           (162)
      Increase (decrease) in  payable to parent                 561               16          1,087             349
      Increase (decrease) in accrued liabilities              (317)            (787)          (191)             688
      Increase (decrease) in current income taxes payable                       (54)
      Increase (decrease) in deferred income taxes             (64)              849          (186)             849
                                                            --------------------------------------------------------
       Net cash  provided by (used in) operating activities     222          (3,415)          1,821           1,184
                                                            --------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures                                  (1,022)            (750)        (1,594)        (13,428)
      Capitalized interest on construction projects                                                             577
      Decrease (increase) restricted funds                                     3,922                          8,303
      Decrease (increase) in other assets                     (673)                4          (415)               6
                                                            --------------------------------------------------------
       Net cash provided by (used in)  investing activities (1,695)            3,176        (2,009)         (4,542)
                                                            --------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from long-term borrowings                                         900                          9,619
      Payments on long-term borrowings                        (418)            (379)          (851)           (402)
      Purchases of 1st Mortgage Notes - Black Hawk                                          (2,500)
      Additional paid in capital                                                              3,045              39
                                                            --------------------------------------------------------
        Net cash  provided by (used in) financing activities  (418)              521          (306)           9,256
                                                            --------------------------------------------------------
INCREASE (DECREASE)  IN CASH AND CASH EQUIVALENTS           (1,892)              282          (493)           5,898
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                9,144            7,426          7,744           1,810
                                                            --------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                    $ 7,251          $ 7,708       $  7,251        $  7,708
                                                            ========================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash Paid for Colorado State Income Tax                                                                  $   100
                                                                                                          ==========
See notes to  condensed financial statements
</TABLE>
                                                5
<PAGE>

NOTES TO  FINANCIAL STATEMENTS (UNAUDITED)


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

On August 18,  1997,  Riviera  Black Hawk,  Inc.  (the  "Company"  or "RBH") was
formed.  The Company is a wholly-owned  indirect  subsidiary of Riviera Holdings
Corporation. The parent of the Company is Riviera Operating Corporation. Riviera
Black Hawk, Inc. was in the  development  stage during the first quarter of 2000
until  February 4, 2000 when it opened the casino.  Accordingly,  the results of
operations for the fiscal 2001 and 2000 periods may not be comparable.

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 Colorado  Limited Gaming  Control  Commission and various other state and
local regulatory agencies.

Principles of Presentation

The financial information at June 30, 2001, and for each of the three months and
six months ended June 30, 2001 and 2000 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 those  interim
periods.  The results of  operations  for the three  months and six months ended
June  30,  2001 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
financial statements and notes thereto as of and for the year ended December 31,
2000, 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",  no earnings per
share data is presented herein.

                                                6
<PAGE>
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.

Cash and cash equivalents

Amounts related to the Riviera Black Hawk casino project in Black Hawk, Colorado
were  restricted  in use to that  project or for the related 13% First  Mortgage
Notes interest payments. The restrictions were removed in August 2000.

Revenue Recognition

Casino  Revenue - The Company  recognizes,  as gross  revenue,  the net win from
gaming  activities,  which is the difference between gaming wins after deducting
losses and loyalty club points and incentive coupon payments paid in cash.

Reclassifications

Certain amounts have been reclassified in the accompanying  financial statements
to conform with the current year presentation.

Recently Adopted 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
about a company's  derivatives.  The Company adopted SFAS No. 133 in the quarter
ending  March  31,  2001.  The  adoption  of this  SFAS 133 had no impact on the
Company or the Company's consolidated financial statements.

The  Emerging  Issues Task Force of the American  Institute of Certified  Public
Accountants  ("EITF") issued EITF No. 00-22 Titled  "Accounting for "Points" and
Certain Other Timed-Based  Sales Incentive Offers,  and Offers for Free Products
or  Services  to Be  Delivered  in the  Future" on January  18,  2001.  The EITF
concluded  that  when a  company  or vendor  offers  to a  customer  (a) free or
discounted  products or services that will be delivered (either by the vendor or
by  another  unrelated  entity)  at a future  date  (1) as a result  of a single
revenue  transaction  with the customer or (2) only if the customer  completes a
specified  cumulative level of revenue transactions with the vendor or remains a
customer of the vendor for a specified time period and (b) a rebate or refund of
a determinable cash amount only if the customer completes a specified cumulative
level of revenue  transactions  with the  vendor or  remains a  customer  of the
vendor for a  specified  time  period,  such  rebates  should be  reported  as a
reduction  of  revenues.  This EITF was  required  to be adopted by the  Company

                                                7
<PAGE>
during the first  quarter  of 2001.  As a result of  adopting  EITF  00-22,  the
Company  reclassified  approximately  $407,000  of such sales  incentive  offers
"Points" from Casino  operating  expense to net against Casino  revenues for the
six months  ended June 30, 2000 and $329,000 for the three months ended June 30,
2000.

The  Emerging  Issues Task Force of the American  Institute of Certified  Public
Accountants  ("EITF") issued EITF No. 00-14 titled "Accounting for Certain Sales
Incentives" on April  18,2001.  The EITF concluded that when a company or vendor
offers its customers sales incentives including discounts,  coupons, rebates and
free products or services, such sales incentives should be reported as reduction
of  revenues.  The EITF  concluded  that when a company  or  vendor  offers  its
customers sales  incentives  including  discounts,  coupons,  rebates,  and free
products or services, such sales incentives should be reported as a reduction of
revenues.  This EITF was required to be adopted by the Company during the fourth
quarter of 2001.  Early  adoption is permitted.  The Company chose to adopt this
EITF in the first  quarter of 2001.  As a result of  adopting  EITF  00-14,  the
Company reclassified approximately $243,000 of such sales incentive offers "cash
vouchers" from Casino  operating  expense to net against Casino revenues for the
six months  ended June 30, 2000 and $40,000 for the three  months ended June 30,
2000.

Recently Issued Accounting Standards

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 141 ("SFAS 141"), "Business Combinations."
SFAS 141 requires the purchase  method of accounting  for business  combinations
initiated  after June 30, 2001 and eliminates the  pooling-of-interests  method.
The  Company  does not  believe  that  the  adoption  of SFAS  141  will  have a
significant impact on its financial statements.

In July 2001, the FASB issued  Statement of Financial  Accounting  Standards No.
142 ("SFAS 142"),  "Goodwill and Other  Intangible  Assets",  which is effective
January 1, 2002. SFAS 142 requires,  among other things,  the  discontinuance of
goodwill  amortization.  In addition,  the standard includes  provisions for the
reclassification  of  certain  existing  recognized   intangibles  as  goodwill,
reassessment   of  the  useful   lives  of  existing   recognized   intangibles,
reclassification  of certain intangibles out of previously reported goodwill and
the identification of reporting units for purposes of assessing potential future
impairments  of  goodwill.  SFAS 142 also  requires  the  Company to  complete a
transitional goodwill impairment test six months from the date of adoption.  The
Company is currently assessing but has not yet determined the impact of SFAS 142
on its financial position and results of operations.

2.       LONG TERM DEBT AND COMMITMENTS

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 as follows:

                                                8
<PAGE>
<TABLE>
<CAPTION>
<S>       <C>                   <C>                               <C>
Operating Period #1   April 1, 2000-December 31, 2000         $6.75 Million
Operating Period #2   January 1, 2001-December 31, 2001       $9.0  Million
Operating Period #3   January 1, 2002-December 31, 2002       $9.0 Million
Operating Period #4   January 1, 2003-March 31, 2003          $2.25 Million
</TABLE>
On February 14, 2001, the Company contributed  approximately $3.1 million to RBH
under this  agreement for the Operating  Period No. 1. The amount has been shown
as additional  Paid in Capital.  The six months  results of 2001 indicate  there
will be no Keep Well amounts due on an annualized basis.

The notes were  issued at a cost in the  amount of $3.5  million.  The  deferred
financing costs,  included in other assets, 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 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 Board of Directors has authorized management to
repurchase  a  portion  of the 13%  Notes on the open  market  or in  negotiated
transactions from time to time under the Permitted Investments provisions of the
indenture.

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 June 30, 2001, the Company believes that it is in compliance with
the covenants.

3. SEGMENT REPORTING

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

4. MANAGEMENT AGREEMENTS

RBH operates under a management  agreement (the RBH Management  Agreement)  with

                                                9
<PAGE>
Riviera  Gaming  Management of Colorado,  Inc.  (the  Manager),  a  wholly-owned
subsidiary  of Riviera  Holdings  Corporation,  which,  in  exchange  for a fee,
manages RBH. The management fee consists of a revenue fee and a performance fee.
The  revenue  fee is based on 1 percent  of net  revenues  (gross  revenue  less
complimentaries)  and is paid quarterly in arrears. The performance fee is based
on the  following  percentages  of EBITDA,  whose  components  are derived  from
amounts computed using generally accepted accounting principles:  (1) 10 percent
of EBITDA  from $5  million to $10  million,  (2)15  percent of EBITDA  from $10
million to $15  million,  and (3) 20 percent of EBITDA in excess of $15 million.
The performance fee is based on the preceding quarterly  installments subject to
year-end  adjustment.  The management fee began of February 4, 2000, the date of
the opening of the Riviera Black Hawk Casino.  If there is any default under the
RBH Management Agreement, the Manager will not be entitled to receive management
fees but will still be entitled to inter-company service fees. At June 30, 2001,
RBH had accrued but not paid, and the Manager had recognized, management fees of
$1.2  million of which  $602,000  are for the six months ended June 30, 2001 and
$557,000 are for the period from  February 4, 2000 to December  31, 2000.  These
management  fees  are  eliminated  in  consolidation.  Additionally,  there  are
approximately $1.0 million in intercompany charges due to parent.

5. SUBSEQUENT EVENT

On August 8, 2001 the Company repurchased $1.0 million of the 13% First Mortgage
Notes at par.

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

Three Months Ended June 30, 2001 Compared to Three Months Ended June 30, 2000

Special Factors Affecting Comparability

Riviera Black Hawk, Inc. was in the  development  stage during the first half of
2000 until February 4, 2000 when it opened the casino. Accordingly,  the results
of operations for the fiscal 2001 and fiscal 2000 results may not be comparable.
Revenues

     Net revenues  increased by approximately  $3.4 million or 39.8%,  from $8.6
million in 2000 to $12.0 million in 2001.  Casino  revenues were $8.2 million in
2000 and $11.4  million in 2001 as win per slot machine per day  increased  from
$90 in the second quarter of 2000 to $150 in 2001.

     Food and beverage  revenues  were  approximately  $1.4 million in 2001,  of
which  $943,000  was  complimentary  (promotional  allowance).  The World's Fare
Buffet restaurant replaced the coffee shop in fourth quarter 2000 and has served
as a marketing tool increasing  customer  traffic and slot volume over the first
half of 2000.  Other revenues  increased  48.8% to $125,000 due to increased ATM
fees.

                                                10

<PAGE>
Direct Costs and Expenses of Operating Departments

Casino expenses were approximately $5.8 million, 48.2% of casino revenues in the
second quarter of 2001 compared with $5.1 million of 59.2% or casino revenues in
2000.  In 2001 the  marketing  effort was  redirected  to target higher end slot
players  with  additional  VIP and direct  mail  marketing  programs.  Slot club
membership continued to grow resulting in a larger customer base for direct mail
offerings.  Food and beverage costs of  complimentary  revenues are presented as
promotional allowances under GAAP. From an operational standpoint these expenses
of the food and beverage department are allocated to the casino department.

Other Operating Expenses

General and administrative expenses were approximately $2.9 million, or 24.3% of
net  revenues  for 2001  compared  with $2.5 million or 28.8% of net revenues in
2000.  Higher  expenses  were  primarily  due to increases  in health  insurance
expenses  and property  taxes.  Depreciation  and  amortization  increased  from
$761,000 in 2000 to $921,000 in 2001 due to additional fixed asset purchases.

Income from Operations

Income from  operations in Black Hawk,  Colorado  increased  approximately  $1.9
million due to increased  revenues  which were  primarily due to increased  slot
revenue which was the result of more  effective  marketing to a larger  customer
base.

EBITDA

Riviera  Black  Hawk  EBITDA,  as  defined,  was $2.8  million,  or 23.5% of net
revenues in the second  quarter of 2001  compared  with  $529,000 or 6.2% of net
revenues in 2000 due to increased revenues and effective marketing.

Six Months Ended June 30, 2001 Compared to Six Months Ended June 30, 2000
including results of operations that commenced on February 4, 2000.

Special Factors Effecting Comparability of Results of Operations

The Riviera Black Hawk was in the development  stage during the first quarter of
2000 until February 4, 2000 when it opened the casino. Accordingly,  the results
of operations for the fiscal 2001 and fiscal 2000 results may not be comparable.

Revenues

Net  revenues  increased  by  approximately  $6.8  million or 41.9%,  from $16.2
million in 2000 to $23.0 million in 2001.  Casino revenues were $15.5 million in
in the first half of 2000 and $21.9  million in 2001 as win per slot machine per
day increased from $105 in the 2000 to $146 in 2001.

                                                11
<PAGE>
Food and beverage  revenues  were  approximately  $2.5 million in 2001, of which
$1.8 million was complimentary  (promotional allowance). The World's Fare Buffet
restaurant  replaced the coffee shop in fourth  quarter 2000 and has served as a
marketing tool increasing  customer  traffic and slot volume over second quarter
of 2000. Other revenues increased 59.2% to $234,000 due to increased ATM fees.

Direct Costs and Expenses of Operating Departments

Casino expenses were approximately $11.1 million, or 48.4% of casino revenues in
2001 compared with $7.4 million or 45.9% of casino revenues in 2000. In 2001 the
marketing effort was redirected to target higher end slot players.  In addition,
the slot club was significantly  larger in the first half of 2001 than it was in
the first half of 2000, expanding the base of customers TO which the Company was
able to market.  Food and beverage costs of complimentary  revenues are recorded
as  promotional   allowances   under  GAAP.  The  costs  of  food  and  beverage
complimentaries are allocated to the casino department.

Other Operating Expenses

General and administrative expenses were approximately $5.7 million, or 24.7% of
net  revenues  for 2001  compared  with $4.2 million or 25.9% of net revenues in
2000.  Depreciation and amortization increased from $1.2 million in 2000 to $1.8
million in 2001 due to an additional  month's  dereciation  in the first half of
2001.

Income from Operations

Income from operations  increased  approximately  $2.1 million  primarily due to
increased  slot  revenues as a result of more  effective  marketing  to a larger
player base in 2001. In 2000, these programs had not yet been instituted because
business volume was being generated by the "newness factor" of the property.

EBITDA

Riviera  Black  Hawk  EBITDA,  as  defined,  was $5.4  million,  or 23.4% of net
revenues for six months ended June 30, 2001  compared with $3.7 million or 22.9%
of net revenues for the same period in 2000.

Liquidity and Capital Resources

At June 30, 2001,  the RBH had cash and cash  equivalents  of $7.3 million.  The
Company had net shareholder's equity of $29.1 million.

The Company's net cash provided by operating  activities was approximately  $1.8
million for the six months  ending June 30, 2001.  Management  believes that the
$7.3  million  in cash and cash  equivalents,  will be  sufficient  to cover the
Company's budgeted capital expenditures for the next 12 months of approximately
$2.4 million.

                                                12
<PAGE>
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, 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
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 June 30, 2001,  the Company
believes that it is in compliance with the covenants.

During the first six months of 2001, the company repurchased $2.5 million of the
13% First  Mortgage  Notes at par. On August 8, 2001,  the Company  purchased an
additional $1.0 million of the 13% First Mortgage Notes at par.

Recently Adopted 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
about a company's  derivatives.  The Company adopted SFAS No. 133 in the quarter
ending  March  31,  2001.  The  adoption  of this  SFAS 133 had no impact on the
Company or the Company's consolidated financial statements.

The  Emerging  Issues Task Force of the American  Institute of Certified  Public
Accountants  ("EITF") issued EITF No. 00-22 Titled  "Accounting for "Points" and
Certain Other Timed-Based  Sales Incentive Offers,  and Offers for Free Products
or  Services  to Be  Delivered  in the  Future" on January  18,  2001.  The EITF
concluded  that  when a  company  or vendor  offers  to a  customer  (a) free or
discounted  products or services that will be delivered (either by the vendor or
by  another  unrelated  entity)  at a future  date  (1) as a result  of a single
revenue  transaction  with the customer or (2) only if the customer  completes a

                                                13
<PAGE>
specified  cumulative level of revenue transactions with the vendor or remains a
customer of the vendor for a specified time period and (b) a rebate or refund of
a determinable cash amount only if the customer completes a specified cumulative
level of revenue  transactions  with the  vendor or  remains a  customer  of the
vendor for a  specified  time  period,  such  rebates  should be  reported  as a
reduction  of  revenues.  This EITF was  required  to be adopted by the  Company
during the first  quarter  of 2001.  As a result of  adopting  EITF  00-22,  the
Company  reclassified  approximately  $407,000  of such sales  incentive  offers
"Points" from Casino  operating  expense to net against Casino  revenues for the
six months  ended June 30, 2000 and $329,000 for the three months ended June 30,
2000.

The  Emerging  Issues Task Force of the American  Institute of Certified  Public
Accountants  ("EITF") issued EITF No. 00-14 titled "Accounting for Certain Sales
Incentives" on April  18,2001.  The EITF concluded that when a company or vendor
offers its customers sales incentives including discounts,  coupons, rebates and
free products or services, such sales incentives should be reported as reduction
of  revenues.  The EITF  concluded  that when a company  or  vendor  offers  its
customers sales  incentives  including  discounts,  coupons,  rebates,  and free
products or services, such sales incentives should be reported as a reduction of
revenues.  This EITF was required to be adopted by the Company during the fourth
quarter of 2001.  Early  adoption is permitted.  The Company chose to adopt this
EITF in the first  quarter of 2001.  As a result of  adopting  EITF  00-14,  the
Company reclassified approximately $243,000 of such sales incentive offers "cash
vouchers" from Casino  operating  expense to net against Casino revenues for the
six months  ended June 30, 2000 and $40,000 for the three  months ended June 30,
2000.

Recently Issued Accounting Standards

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 141 ("SFAS 141"), "Business Combinations."
SFAS 141 requires the purchase  method of accounting  for business  combinations
initiated  after June 30, 2001 and eliminates the  pooling-of-interests  method.
The  Company  does not  believe  that  the  adoption  of SFAS  141  will  have a
significant impact on its financial statements.

In July 2001, the FASB issued  Statement of Financial  Accounting  Standards No.
142 ("SFAS 142"),  "Goodwill and Other  Intangible  Assets",  which is effective
January 1, 2002. SFAS 142 requires,  among other things,  the  discontinuance of
goodwill  amortization.  In addition,  the standard includes  provisions for the
reclassification  of  certain  existing  recognized   intangibles  as  goodwill,
reassessment   of  the  useful   lives  of  existing   recognized   intangibles,
reclassification  of certain intangibles out of previously reported goodwill and
the identification of reporting units for purposes of assessing potential future
impairments  of  goodwill.  SFAS 142 also  requires  the  Company to  complete a
transitional goodwill impairment test six months from the date of adoption.  The
Company is currently assessing but has not yet determined the impact of SFAS 142
on its financial position and results of operations.

                                                14
<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 not needed for immediate
operating activities in U.S. Treasury Bills with maturities of 60 days or less.

As of June 30, 2001, we had $44.2 million in borrowings.  The borrowings include
$36 million in bonds  maturing in 2005.  Interest  under the bonds is based on a
rate of 13%  excluding  contingent  interest.  Also included is $.6 million in a
special  improvement  district  bond  offering  with Black Hawk,  Colorado.  The
Company's share of the debt on the Special Improvement District bonds is payable
over ten years through December of 2009. The Special Improvement  District bonds
bear  interest  at 5.5%.  Other  borrowings  include a vehicle  loan of  $20,000
maturing in 2004 with an interest rate of 9.0% and capital  leases in the amount
of $7.7 million at a weighted  average interest rate of 10.8% payable over sixty
months.
<TABLE>
<CAPTION>
Interest Rate Sensitivity
Principal (in 000's) (Notational Amount by Expected Maturity)
<S>                                          <C>      <C>      <C>      <C>      <C>       <C>          <C>       <C>
Average Interest Rate
                                                                                                               Fair Value
                                             2001     2002     2003     2004     2005    Thereafter    Total   at 6/30/01

Long Term Debt Including Current Portion

Equipment loans
Black Hawk, Colorado                           $  5     $  8                                             $  13      $   13

Average interest rate                         11.2%    11.2%

Capital leases
 Black Hawk, Colorado                         $ 858   $1,848   $2,044   $2,263     $ 658                $7,671     $ 7,671

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

Special Improvement District Bonds
 Black Hawk, Colorado                          $ 55     $ 68     $ 71     $ 76     $  81      $  221     $ 572      $  572

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

 13% First Mortgage Note
Black Hawk, Colorado casino
project                                                                          $35,941               $35,941    $ 35,941

Average interest rate                                                              13.0%
</TABLE>

                                                15
<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.


                                                16

<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: August 10, 2001