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, 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 of                                  (IRS Employer
incorporation or organization)                               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 April 30, 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 March 31, 2001 (Unaudited)  and
December 31, 2000                                                            3

Condensed Statements of Operations (Unaudited) for the
Three Months ended March 31, 2001 and 2000                                   4

Condensed Statements of Cash Flows (Unaudited) for the
Three Months ended  March 31, 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                                         9

Item 3.  Quantitative and Qualitative Disclosure About Market Risk          12


PART II.  OTHER INFORMATION

Signature Page                                                              14

                                        1

<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, 2001, and the related condensed statements
of  operations  and of cash flows for the three  months ended March 31, 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

April 23, 2001
Las Vegas, Nevada



                                        2
<PAGE>
<TABLE>
<CAPTION>

RIVIERA BLACK HAWK, INC.
 BALANCE SHEETS
(In Thousands, except share amounts)
-----------------------------------------------------------------------------   --------------------
                                                                March 31,             December 31,
                                                                   2001                    2000
<S>                                                                    <C>                    <C>
ASSETS                                                          (Unaudited)
CURRENT ASSETS:
   Cash and cash equivalents                                           $9,144                 $7,744
   Accounts receivable, net                                               190                    165
   Inventories                                                            350                    270
   Prepaid expenses and other assets                                      408                    565
                                                        ----------------------   --------------------
       Total current assets                                            10,092                  8,744


PROPERTY AND EQUIPMENT, NET                                            68,194                 68,505

OTHER ASSETS, NET                                                       1,685                  2,085

DEFERRED INCOME TAXES                                                   2,247                  2,125
                                                        ----------------------   --------------------

TOTAL                                                                 $82,218                $81,459
                                                        ======================   ====================


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Current portion of long-term debt                                   $1,815                 $1,770
   Accounts payable                                                     3,244                  4,213
   Accrued interest                                                     2,393                  1,162
   Accrued other expenses                                               1,306                  1,180
   Payable to Parent                                                    1,590                  1,064
                                                        ----------------------   --------------------
     Total current liabilities                                         10,348                  9,389
                                                        ----------------------   --------------------



LONG-TERM DEBT, NET OF CURRENT PORTION                                 42,800                 45,777
                                                        ----------------------   --------------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' 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                                                 (3,688)                (3,420)
                                                        ----------------------   --------------------
      Total stockholders' equity                                       29,070                 26,293
                                                        ----------------------   --------------------
TOTAL                                                                 $82,218                $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
                                                                          March 31,
                                                                  2001                 2000
<S>                                                              <C>                   <C>
REVENUES:
  Casino                                                         $10,523               $7,298
  Food and beverage                                                1,142                  711
  Entertainment                                                       22                    0
  Other                                                              109                   62
                                                       ------------------   ------------------
            Total revenues                                        11,796                8,071
   Less promotional allowances                                       826                  468
                                                       ------------------   ------------------
            Net revenues                                          10,970                7,603
                                                       ------------------   ------------------

COSTS AND EXPENSES:
 Direct costs and expenses of operating departments:
    Casino                                                         5,327                2,352
    Food and beverage                                                320                  355
    Entertainment                                                     15                    0
    Other                                                              2                    2
Other operating expenses:
    General and administrative                                     2,763                1,718
    Preopening expenses                                                0                1,221
    Management fees to parent                                        324                  334
    Depreciation and amortization                                    883                  469
                                                       ------------------   ------------------
            Total costs and expenses                               9,634                6,451
                                                       ------------------   ------------------

INCOME FROM OPERATIONS                                             1,336                1,152
                                                       ------------------   ------------------

OTHER (EXPENSE) INCOME
Interest expense                                                  (1,758)              (1,675)
Interest income                                                       32                  100
Interest capitalized                                                   0                  577
                                                       ------------------   ------------------
     Total other expense                                          (1,726)                (998)
                                                       ------------------   ------------------


INCOME (LOSS) BEFORE PROVISION (BENEFIT)  FOR INCOME TAXES         (390)                 154

PROVISION (BENEFIT)  FOR INCOME TAXES INCLUDING                    (122)                  78
                                                      ------------------   ------------------
   COLORADO STATE INCOME TAX

NET INCOME (LOSS)                                                 ($268)                 $76
                                                      ==================   ==================

See notes to condensed financial statements
</TABLE>
                                        4
<PAGE>
<TABLE>
<CAPTION>
RIVIERA BLACK HAWK, INC.
STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)                                                    Three Months Ended    Three Months Ended
                                                                    March 31, 2001        March 31, 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                      <C>                 <C>
Net Income (loss)                                                        ($268)              $76
  Adjustments to reconcile net income (loss) to net cash provided by
    operating activities:
    Depreciation and amortization                                          883               469
    Provision for bad debts                                                  5                10
    Interest expense                                                     1,758             1,608
    Interest paid                                                         (265)              (19)
    Capitalized interest on construction projects                                           (577)
    Changes in operating assets and liabilities:
      Decrease (increase) in accounts receivable                           (30)             (698)
      Decrease (increase) in inventories                                   (66)             (206)
      Decrease (increase) in prepaid expenses
          and other assets                                                 405               332
      Increase (decrease) in accounts payable                             (485)            1,743
      Increase (decrease) in management fees payable                       324               334
      Increase (decrease) in accrued liabilities                          (280)            1,472
      Increase (decrease) in current income taxes payable                                     54
      Increase (decrease) in deferred income taxes                        (122)
                                                                  -------------    --------------
       Net cash  provided by operating activities                        1,860             4,598
                                                                  -------------    --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures - Black Hawk, Colorado                         (572)          (12,677)
      Capitalized interest on construction projects                                          577
      Decrease (increase) Black Hawk, Colorado restricted funds                            4,415
      Purchase of short-term investments                                                     (34)
      Decrease (increase) in other assets                                                      2
                                                                  -------------    --------------
       Net cash used in investing activities                           (572)           (7,717)
                                                                  -------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from long-term borrowings                                                    8,719
      Payments on long-term borrowings                                    (433)              (23)
      Purchases of 1st Mortgage Notes - Black Hawk                      (2,500)
      Additional paid in capital                                         3,045                39
                                                                  -------------    --------------
        Net cash  provided by  financing activities                        112             8,735
                                                                  -------------    --------------
INCREASE  IN CASH AND CASH EQUIVALENTS                                  $1,400            $5,616
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                           7,744             1,810
                                                                  -------------    --------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                $9,144            $7,426
                                                                  =============    ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash Paid for Colorado State Income Tax                                  $0              $100
                                                                  =============    ==============
   Property acquired with debt and acccounts payable                        $4            $2,864
                                                                  =============    ==============
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.  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 March 31, 2001,  and for each of the three months
ended  March 31, 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 the interim  periods.  The
results  of  operations  for the  three  months  ended  March  31,  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
condensed financial statements and notes thereto 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.

Estimates and Assumptions

The preparation of condensed financial  statements in conformity with accounting
principles   generally  accepted  in  the  United  States  of  America  requires

                                        6
<PAGE>
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 and short term investments

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 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
during the first  quarter  of 2001.  As a result of  adopting  EITF  00-22,  the
Company reclassified  approximately $78,000 of  such sales incentive offers from
Casino operating expense to net against Casino revenues for the first quarter of
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

                                        7
<PAGE>
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 $203,000 of such sales incentive offers from
Casino operating expense to net against Casino revenues for the first quarter of
2000.

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:
<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.  First quarter 2001  results  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 March 31, 2001,  the Company  believes  that it is in compliance
with the covenants.

                                        8
<PAGE>
SEGMENT REPORTING

The Company is one of the reportable geographic segments of tis 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.

MANAGEMENT AGREEMENTS

     RBH has entered into a management agreement (the RBH Management  Agreement)
with 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 preformance 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 based on generally
accepted accounting principles:  (1) 10 percent of EBITDA from $5 million to $10
million,  (2) 15 percent of EBITDA from $10 million to $15  million,  and (3) 20
percent of EBITDA in excess of $15 million.  The performance fee is based on the
preceding 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 March 31, 2001, RBH had accrued but not paid, and
the Manager had recognized management fees of $882,000 of which $324,000 are for
the three months ended March 31, 2001and $334,000 are for the three months ended
March 31, 2000. These management fees are eliminated in consolidation.

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

Three Months Ended March 31, 2001  Compared to Three Months Ended March 31, 2000
including results of operations which commenced on February 4, 2000

Special Factors Affecting Comparability

     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 fiscal 2000 results may not be
comparable.

Revenues

Net revenues increased by approximately $3.4 million, for the  three  months  of
operations  in 2001 versus two months in 2000. Casino revenues were $7.3 million
in 2000 and $10.5 million in 2001 as win per slot machine per day increased form
$130 in the first quarter of 2000 to $142 in 2001.

Food and beverage  revenues  were  approximately  $1.1 million in 2001, of which
$826,000  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 drop over the first quarter
2000 when the restaurant was a coffee shop with a high-end menu.  Other revenues
were approximately $109,000 primarily from ATM transaction fees.

Direct Costs and Expenses of Operating Departments

Total direct costs and expenses of operating departments were approximately $5.3
million,  in 2001.  Casino expenses were  approximately  $5.3 million,  48.6% of
casino revenues in the first quarter of 2001 compared with $2.4 million of 30.9%
of casino  revenues in 2000. In 2001 the marketing  effort was  strengthened  to
target  higher  end  players  with  additional  VIP and  direct  mail  marketing
resulting in increased  membership in the slot club. Gaming taxes were only five
percent for the first quarter of 2000 and compared to seventeen percent for  the

                                        9
<PAGE>

first  quarter of 2001.  Consequently,  gaming tax expense in first quarter 2000
was $900,000 less than 2001. Food and beverage costs of  complimentary  revenues
are  recorded  as  promotional   allowances  under  GAAP.  From  an  operational
standpoint these expenses are recorded in the food and beverage  department with
the  total  cash and  complimentary  revenues.  Food  and  beverage  costs  were
approximately  $320,000,  or 28% of net food and beverage revenues compared to
$355,000 or 49.9% in 2000. In the first quarter of 2001 the  food  and  beverage
departmental  results increased approximately $100,000 from a loss to breakeven.

Other Operating Expenses

General and administrative expenses were approximately $2.8 million, or 25.2% of
net  revenues  for  2001  compared  with  22.6% of net  revenues  in 2000 due to
increased  property  taxes  and  energy  costs.  Depreciation  and  amortization
increased from $469,000 in 2000 to $883,000 in 2001, due to the additional month
of operations.

Income from Operations

Income from operations in Black Hawk, Colorado increased  approximately $184,000
or 16.0% due to slot revenue generated as a result of increased direct marketing
and  promotional activity  for the casino in the first quarter of 2001. In 2000,
these  programs had not yet  been  instituted  because  business  was  generated
by the  "newness  factor"  of the property.

EBITDA

Riviera  Black  Hawk  EBITDA,  as  defined,  was $2.5  million,  or 23.2% of net
revenues in the first quarter of 2001 compared with $3.2 million or 41.8% of net
revenues  in  2000.  The  41.8%  margin  was  unusually  high in 2000 due to the
extraordinary grand opening volumes.

Liquidity and Capital Resources

At March 31, 2001, the RBH had cash and cash  equivalents  of $9.1 million.  The
Company had net shareholders equity of $29.1 million.

The Company's net cash provided by operating  activities was approximately  $1.9
million for the period ending March 31, 2001.  Management believes that the $9.1
million  in cash and cash  equivalents,  and the "keep  well"  commitments  from
Riviera Holdings  Corporation will be sufficient to cover the Company's budgeted
capital expenditures of $2.4 million for 2001.

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.

                                        10
<PAGE>
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
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, 2001, the Company
believes that it is in compliance with the covenants.

                                        11
<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, 2001, we  had  $44.6  million  in  borrowings.  The  borrowings
include $36 million  remaining  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 $8.1 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)
Average Interest Rate

                                                                                               Fair Value
                               2001     2002     2003    2004     2005    Thereafter   Total   at 3/31/01

<S>                             <C>      <C>      <C>     <C>      <C>       <C>        <C>        <C>

Long Term Debt Including Current Portion

Equipment loans
Black Hawk, Colorado              $ 8      $ 8                                            $ 16        $ 16
Average interest rate           11.2%    11.2%

Capital leases
 Black Hawk, Colorado          $1,270   $1,848   $2,044  $2,263     $ 658               $8,083     $ 8,083
Average interest rate           10.8%    10.8%    10.8%   10.8%     10.8%

Special Improvement District Bonds
 Black Hawk, Colorado            $ 58     $ 68     $ 71    $ 76      $ 81      $ 221     $ 575       $ 575
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>

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<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.













                                        13
<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 10, 2001











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