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, 2002
                               ---------------------------------------------
                                       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 Identification No.)
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 April 30, 2002,
the number of outstanding shares of the Registrant's Common Stock was 1,000.




<PAGE>
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                            Riviera Black Hawk, Inc.

INDEX

                                                                                    Page
PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

<S>                                                                                    <C>
Independent Accountants' Report                                                        2

Condensed Balance Sheets at (Unaudited) March 31, 2002 and
December 31, 2001                                                                      3

Condensed Statements of Operations (Unaudited) for the
Three Months ended March 31, 2002 and 2001                                             4

Condensed Statements of Cash Flows (Unaudited) for the
Three Months ended  March 31, 2002 and 2001                                            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

Item 1. Legal Proceedings                                                             14

Signature Page                                                                        15


</TABLE>



                                                        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, 2002, and the related condensed statements
of  operations  and of cash flows for the three  months ended March 31, 2002 and
2001.  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, 2001,  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 12, 2002, 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, 2001, is fairly
stated, in all material respects, in relation to the balance sheet from which it
has been derived.

DELOITTE & TOUCHE LLP

April 22, 2002
Las Vegas, Nevada



                                                2
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<CAPTION>


RIVIERA BLACK HAWK, INC.
BALANCE SHEETS, (Unaudited)
(In Thousands, except share amounts)
-----------------------------------------------------------------------------   ---------------------
                                                            March 31,               December 31,
                                                               2002                     2001
ASSETS
CURRENT ASSETS:
<S>                                                                  <C>                     <C>
   Cash and cash equivalents                                         $13,249                 $11,459
   Accounts receivable , net                                             133                     169
   Inventories                                                           193                     184
   Prepaid expenses and other assets                                     423                     409
                                                      -----------------------   ---------------------
       Total current assets                                           13,998                  12,221


PROPERTY AND EQUIPMENT, NET                                           66,849                  67,549

DEFERRED FINANCING COSTS                                               1,789                   1,930

OTHER ASSETS, Net                                                         44                      44

DEFERRED INCOME TAXES                                                  1,733                   1,733
                                                      -----------------------   ---------------------

TOTAL                                                                $84,413                 $83,477
                                                      =======================   =====================


LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
   Current portion of long-term debt                                  $2,001                  $1,953
   Accounts payable                                                    1,978                   2,035
   Accrued interest                                                    2,756                   1,520
   Accrued other expenses                                              3,818                   3,937
   Payable to Parent                                                   3,928                   3,335
                                                      -----------------------   ---------------------
     Total current liabilities                                        14,481                  12,780
                                                      -----------------------   ---------------------



LONG-TERM DEBT, NET OF CURRENT PORTION                                40,226                  40,770
                                                      -----------------------   ---------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDER'S EQUITY:
Common stock ($.001 par value; 10,000 shares
     authorized; 1,000 shares issued and outstanding)
   Additional paid-in capital                                         32,758                  32,758
   Accumulated deficit                                                (3,052)                 (2,831)
                                                      -----------------------   ---------------------
      Total stockholder's equity                                      29,706                  29,927
                                                      -----------------------   ---------------------
TOTAL                                                                $84,413                 $83,477
                                                      =======================   =====================
See notes to condensed  financial statements
</TABLE>


                                                3
<PAGE>
<TABLE>
<CAPTION>


RIVIERA BLACK HAWK, INC.
STATEMENTS OF OPERATIONS (Unaudited)
(In thousands)
                                                                           Three Months Ended
                                                                                March 31,
                                                                        2002                 2001
REVENUES:
<S>                                                                   <C>                  <C>
  Casino                                                              $11,216              $10,523
  Food and beverage                                                     1,681                1,142
  Entertainment                                                            55                   22
  Other                                                                   105                  109
                                                            ------------------   ------------------
            Total revenues                                             13,057               11,796
   Less promotional allowances                                          1,268                  826
                                                            ------------------   ------------------
            Net revenues                                               11,789               10,970
                                                            ------------------   ------------------

COSTS AND EXPENSES:
 Direct costs and expenses of operating departments:
    Casino                                                              5,544                5,327
    Food and beverage                                                     460                  320
    Entertainment                                                           2                   15
    Other                                                                   0                    2
Other operating expenses:
    General and administrative                                          2,837                2,763
    Management fees to parent                                             359                  324
    Depreciation and amortization                                       1,159                  883
                                                            ------------------   ------------------
            Total costs and expenses                                   10,361                9,634
                                                            ------------------   ------------------

INCOME FROM OPERATIONS                                                  1,428                1,336
                                                            ------------------   ------------------

OTHER (EXPENSE) INCOME
Interest expense                                                       (1,664)              (1,758)
Interest income                                                            16                   32

                                                            ------------------   ------------------
     Total other expense                                               (1,648)              (1,726)
                                                            ------------------   ------------------


INCOME (LOSS) BEFORE PROVISION (BENEFIT)  FOR INCOME TAXES               (220)                (390)

PROVISION (BENEFIT)  FOR INCOME TAXES (INCLUDING                            0                 (122)
                                                            ------------------   ------------------
   COLORADO STATE INCOME TAX)

NET INCOME (LOSS)                                                       ($220)               ($268)
                                                            ==================   ==================

See notes to condensed financial statements
</TABLE>


                                                4
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<TABLE>
<CAPTION>
RIVIERA BLACK HAWK, INC.
STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
                                                                           Three Months Ended     Three Months Ended
                                                                             March 31, 2002         March 31, 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                            <C>                  <C>
Net Income (loss)                                                              ($220)               ($268)
  Adjustments to reconcile net income (loss) to net cash provided by
    operating activities:
    Depreciation and amortization                                               1,159                  883
    Provision for bad debts                                                        54                    5
    Interest expense                                                            1,664                1,758
    Interest paid                                                                (200)                (265)
    Changes in operating assets and liabilities:
      Decrease (increase) in accounts receivable                                  (18)                 (30)
      Decrease (increase) in inventories                                           (9)                 (66)
      Decrease (increase) in prepaid expenses
          and other assets                                                        (14)                 406
      Increase (decrease) in accounts payable                                     119                 (485)
      Increase (decrease) in  management fees payable                             359                  324
      Increase (decrease) in accrued liabilities                                 (149)                (280)
      Increase (decrease) in deferred income taxes                                  0                 (122)
                                                                      ----------------     ----------------
       Net cash  provided by operating activities                               2,745                1,860
                                                                      ----------------     ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures - Black Hawk, Colorado project                        (459)                (572)
                                                                      ----------------     ----------------

       Net cash used in  investing activities                                    (459)                (572)
                                                                      ----------------     ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:

      Payments on long-term borrowings                                           (496)                (433)
      Purchases of 1st Mortgage Notes - Black Hawk                                  0                3,045
      Additional paid in capital                                                    0               (2,500)
                                                                      ----------------     ----------------
        Net cash  provided by  financing activities                              (496)                 112
                                                                      ----------------     ----------------

INCREASE  IN CASH AND CASH EQUIVALENTS                                          1,790                1,400

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                 11,459                7,744
                                                                      ----------------     ----------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                      $13,249               $9,144
                                                                      ================     ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

   Property acquired with debt and acccounts payable                               $0                   $4
                                                                      ================     ================


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.

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, 2002,  and for each of the three months
ended March 31, 2002 and 2001 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, 2002 and 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 for the year ended  December 31, 2001,
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
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.

                                                6
<PAGE>
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.

Recently Issued Accounting Standards

In July 2001,  the FASB  issued  SFAS No.  142,  Goodwill  and Other  Intangible
Assets,  which is effective January 1, 2002. SFAS No. 142 requires,  among other
things, the discontinuance of goodwill amortization.  In addition,  SFAS No. 142
includes  provisions for the  reclassification  of certain  existing  recognized
intangibles as goodwill, reassessment of the useful lives of existing recognized
intangibles,  the  identification  of reporting  units for purposes of assessing
potential future impairments of goodwill. SFAS No. 142 also requires the Company
to complete a transitional  goodwill impairment test six months from the date of
adoption.  As of  March  31,  2002 the  Company  has  determined  that it has no
intangible assets or goodwill recorded on its balance sheet, however the Company
is currently  assessing but has not yet determined the impact of SFAS No. 142 on
its financial position and results of operations.

In June 2001,  the FASB  issued SFAS No. 143,  Accounting  for Asset  Retirement
Obligations.  SFAS No. 143  addresses  financial  accounting  and  reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated  asset  retirement  costs.  SFAS No. 143 applies to all entities.  It
applies to legal obligations associated with the retirement of long-lived assets
that result from the acquisition,  construction, development and (or) the normal
operation of a long-lived asset, except for certain obligations of lessees. SFAS
No. 143 is effective for financial  statements issued for fiscal years beginning
after  June 15,  2002.  The  Company  is  currently  assessing,  but has not yet
determined  the impact of SFAS No. 143 on its financial  position and results of
operations.

Recently Adopted Accounting Pronouncements

         In August  2001,  the FASB  issued  SFAS No.  144,  Accounting  for the
Impairment or Disposal of Long-Lived  Assets.  SFAS No. 144 addresses  financial
accounting and reporting for the impairment or disposal of long-lived assets and
supersedes  FASB Statement No. 121,  Accounting for the Impairment of Long-Lived
Assets and for  Long-Lived  Assets to Be  Disposed  Of, and the  accounting  and
reporting provisions of Accounting Principles Bulletin Opinion No. 30, Reporting
the  Results of  Operations-Reporting  the Effects of Disposal of a Segment of a
Business,  and  Extraordinary,  Unusual and  Infrequently  Occurring  Events and
Transactions, for the disposal of a segment of a business (as previously defined
in that Opinion).  SFAS No. 144 also amends Accounting Research Bulletin No. 51,
Consolidated  Financial Statements,  to eliminate the exception to consolidation
for a subsidiary for which control is likely to be temporary.  The provisions of
SFAS No. 144 are  effective  for  financial  statements  issued for fiscal years
beginning  after  December 15,  2001,  and interim  periods  within those fiscal
years. The Company has determined that the implementation of SFAS No. 144 had no
effect on its financial position and results of operations upon implementation.

     In April 2002, the FASB issued Statement of Financial  Accounting  Standard
No. 145,  "Recission  of FASB  Statements  No. 4, 44, and 64,  Amendment of FASB

                                                7
<PAGE>

Statement No. 13, and  Technical  Corrections"  ("SFAS No.  145").  SFAS No. 145
requires  that gains and losses from  extinguishment  of debt be  classified  as
extraordinary  items only if they meet the  criteria  in  Accounting  Principles
Board Opinion No. 30 ("Opinion No. 30").  Applying the provisions of Opinion No.
30  will  distinguish  transactions  that  are  part  of an  entity's  recurring
operations  from those that are unusual and  infrequent  that meet  criteria for
classification  as an  extraordinary  item.  SFAS No. 145 is  effective  for the
Company  beginning  January 1, 2003, but the Company may adopt the provisions of
SFAS No. 145 prior to this date.  The Company has net yet  evaluated  the impact
from SFAS No. 145 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 indirect 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 $3.0 million to RBH
under this  agreement for the Operating  Period No. 1. The amount has been shown
as additional Paid in Capital.  Management  believes that the first quarter 2002
results indicate there will be no Keep Well amounts due in 2002.

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 repurchase 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

                                                8
<PAGE>

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, 2002,  the Company  believes  that it is in compliance
with the covenants.

Certain  covenants  of Riviera  Holdings  Corporation  10% Notes have caused the
assets  of RBH to  become  secondary  collateral  for such 10% Notes in March of
2002.

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.

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 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 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 as 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, 2002, RBH had accrued but
not paid,  and the Manager had  recognized  management  fees of $2.3  million of
which  $359,000  are for the three  months ended March 31, 2002 and $324,000 are
for the three months ended March 31, 2001.  These management fees are eliminated
in consolidation on the indirect parent's financial  statements  which are filed
seperately with the Security Exchange Commission.

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

Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001.

Revenues

         Net revenues  increased by  approximately  $819,000,  or 7.5%, from $11
million in 2001 to $11.8 million in 2002. Casino revenues increased $693,000, or

                                                9
<PAGE>

6.6%,  from $10.5 million in 2001 and $11.2 million in 2002 . Gaming revenues in
the Black  Hawk  market  grew by a healthy  15.7% in the first  quarter  of 2002
compared to the first quarter of 2001,  more than offsetting the 12% increase in
gaming devices as a result of the opening of the Hyatt Casino in December, 2001.
This  continues  a  historical  trend of growth for the Black Hawk market as new
casinos offering a variety of new amenities have expanded the market's appeal to
a broader base of customers.

         Food and beverage revenues were  approximately $1.7 million in 2002, of
which $1.2 million was complimentary (promotional allowance). Riviera Black Hawk
continues to refine its marketing  efforts by  constantly  measuring the success
rates of its  programs,  while  monitoring  the  offerings of  competitors.  The
operation is attempting to strike a balance  between player  incentives,  gaming
product, food offerings and entertainment as its primary marketing programs.

Income from Operations

         Income from operations in Black Hawk,  Colorado increased  $92,000,  or
6.9%,  from  $1.3  million  in 2001 to $1.4  million  in 2002  due to  increased
revenues as a result of refining our direct  marketing and promotional  programs
for the casino in the first quarter of 2002.

EBITDA

           Riviera Black Hawk EBITDA, as defined,  increased $403,000, or 15.8%,
from $2.5 million in 2001 to $2.9 million in 2002.  EBITDA  margin for the first
quarter increased to 25% from 23% in the same quarter of the prior year.

Liquidity and Capital Resources

At March 31, 2002, the RBH had cash and cash  equivalents of $13.2 million.  The
Company had net shareholders equity of $29.7 million.

The Company's net cash provided by operating  activities was approximately  $2.7
million for the period ending March 31, 2002. Management believes that the $13.2
million  in cash  and  cash  equivalents  and the  cash  provided  by  operating
activities  will  be  sufficient  to  cover  the  Company's   budgeted   capital
expenditures of $2.0 million for 2002.

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.  Prior to May 1,
2001, the Company was able to 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  repurchase  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, 2002, the Company
believes that it is in compliance with the covenants.

Critical Accounting Policies

A description of our critical  accounting policies and estimates can be found in
Item 7 of  our  2001  Form  10-K  and  for a more  extensive  discussion  of our
accounting policies,  see Note 2, Summary of Significant Accounting Policies, in
the Notes to the Consolidated  Financial  Statements in our 2001 Form 10-K filed
on March 27, 2002.


                                                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, 2002, we had $42.2 million in borrowings. The borrowings include
$35 million  remaining in bonds  maturing in 2005.  Interest  under the bonds is
based on a rate of 13% excluding contingent interest.  Also included is $912,000
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
                                  2002      2003     2004     2005      2006    Thereafter    Total   at 3/31/02


Long Term Debt Including Current Portion

<S>                               <C>       <C>      <C>        <C>       <C>        <C>       <C>        <C>
Equipment loans
Black Hawk, Colorado                  $ 6                                                         $ 6         $ 6

Average interest rate               11.2%

Capital leases
 Black Hawk, Colorado             $ 1,402   $2,045   $2,263     $ 658                          $6,368     $ 6,368

Average interest rate               10.8%    10.8%    10.8%     10.8%

Special Improvement District Bonds
 Black Hawk, Colorado                $ 49    $ 103    $ 109     $ 116     $ 124       $ 411     $ 912       $ 912

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


 13% First Mortgage Note
Black Hawk, Colorado casino
project                                                       $34,941                         $34,941    $ 34,941

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>


Part II.  OTHER INFORMATION

Legal Proceedings

The Company is a party to several  routine  lawsuits,  both as plaintiff  and as
defendant,  arising from the normal  operations of a hotel. The Company does not
believe  that the  outcome of such  litigation,  in the  aggregate,  will have a
material adverse effect on its financial position or results of its operations.














                                                14
<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 14, 2002



















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