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          September 30, 1999
                               -------------------------------------------------
                                               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 333-81613

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

        Nevada                                             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.

     As of December 15, 1999, there were 1,000 shares of Common Stock, $.001 par
value per share, outstanding.


<PAGE>

                            RIVIERA BLACK HAWK, INC.

                                      INDEX

                                                                            Page
                                                                            ----

Condensed Financial Statements

Independent Accountants' Report                                                2

Condensed Balance Sheets at September 30, 1999 (Unaudited) and                 3
December 31, 1998

Condensed Statements of Operations (Unaudited) for the
Three Months and Nine Months ended September 30, 1999                          4

Condensed Statements of Cash Flows (Unaudited) for the
Nine Months ended September 30, 1999 and 1998                                  5

Notes to Condensed Financial Statements (Unaudited)                            6

Management's Discussion and Analysis of financial results and position         9

                                       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., a development stage company, (the "Company") as of September 30, 1999, and
the related  condensed  statements of  operations  for the three months and nine
months ended  September 30, 1999 and condensed  statements of cash flows for the
nine months ended September 30, 1999 and 1998.  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  generally  accepted  auditing  standards,  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
generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the balance  sheet of Riviera  Black Hawk,  Inc. as of December  31,
1998, and the related statements of stockholders' equity, and cash flows for the
year then ended (not  presented  herein);  and in our report dated  February 19,
1999, 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, 1998, is fairly stated, in all material respects, in relation
to the  balance  sheet from  which it has been  derived.

The Company is in the  development  stage at September 30, 1999. As discussed in
Note 1 to the  financial  statements,  successful  completion  of the  Company's
development program and, ultimately,  the attainment of profitable operations is
dependent upon future events,  including obtaining certain regulatory  approvals
and achieving a level of sales adequate to support the Company's cost structure.

DELOITTE & TOUCHE LLP

November 1, 1999
Las Vegas, Nevada

                                       2

<PAGE>


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

CONDENSED BALANCE SHEETS
SEPTEMBER 30, 1999 (UNAUDITED) AND DECEMBER 31, 1998
(In thousands, except share amounts)
--------------------------------------------------------------------------------

                                               September 30,        December 31,
ASSETS                                            1999                  1998
                                                  ----                  ----
                                               (Unaudited)

CURRENT ASSETS:
  Cash and cash equivalents                   $       415            $       543
  Cash and cash equivalents, restricted            18,255
  Short-term investments, restricted                5,173
  Prepaid expenses                                    487                     73
                                              -----------            -----------
           Total current assets                    24,330                    616

PROPERTY AND EQUIPMENT                             49,317                 27,112

DEFERRED FINANCING COSTS                            3,304

DEFERRED TAX ASSET                                    109                      3

CASH, RESTRICTED                                       -                     407
                                              -----------            -----------
TOTAL                                            $ 77,060              $  28,138
                                              ===========            ===========

LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued liabilities        $ 5,984                $ 1,210
  Accrued interest expense                          1,918
  Accrued expenses, other                             118                     -
                                              -----------            -----------
           Total current liabilities                8,019                  1,210
                                              -----------            -----------

NONCURRENT LIABILITIES:
  Due to Riviera Holdings Corporation                 -                    6,241
  13% First Mortage Notes                          45,000
  Special improvement district bonds,
       net of undisbursed funds of $780               784                    687
                                              -----------            -----------

       Total noncurrent liabilities                45,784                  6,928
                                              -----------            -----------
       Total liabilities                           53,804                  8,138
                                              -----------            -----------

COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY:
  Common stock, $.01 par value; 10,000 shares authorized;
    1,000 shares issued and outstanding
  Additional paid-in capital                       23,459                 20,000
  Accumulated deficit                                (202)                   -
                                              -----------            -----------
           Total stockholder's equity              23,257                 20,000
                                              -----------            -----------
TOTAL                                            $ 77,060               $ 28,138
                                              ===========            ===========

See notes to condensed financial statements.

                                       3

<PAGE>


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

CONDENSED STATEMENTS OF OPERATIONS
THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 1999 AND
CUMULATIVE  FROM AUGUST 18, 1997
(DATE OF INCEPTION) THROUGH SEPTEMBER 30, 1999 (UNAUDITED) (In thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                   Three                  Nine                 Cumulative from
                                                   Months                Months                August 18, 1997
                                                   Ended                 Ended               (Date of Inception)
                                                 September 30,         September 30,        through September 30,
                                                    1999                  1999                       1999
                                                    ----                  ----                       ----
<S>                                              <C>                   <C>                        <C>
Selling, general and administrative expense      $       (44)          $     (119)                $       (119)
                                                 ------------          -----------                -------------

OTHER INCOME (EXPENSE):

Interest expense                                      (1,725)              (1,918)                      (1,918)
Amortization of deferred finance costs                  (175)                (175)                       (175)
Interest capitalized                                   1,519                1,519                       1,519
Interest income                                          382                  382                         382
                                                 ------------          -----------                -------------

          Total other income (expense)                     1                 (191)                       (191)
                                                 ------------          -----------                -------------


Loss before taxes                                        (43)                (311)                       (311)

Tax benefit                                               15                  109                         109
                                                 ------------          -----------                -------------

Net loss                                         $       (28)          $    (202)                 $      (202)
                                                 ============          ===========                =============

</TABLE>


See notes to condensed financial statements.

                                       4

<PAGE>


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

CONDENSED STATEMENTS OF CASH FLOWS
PERIOD FROM AUGUST 18, 1997 (DATE OF  INCEPTION)  THROUGH  DECEMBER 31, 1997 AND
YEAR ENDED  DECEMBER 31, 1998 AND NINE MONTHS ENDED  SEPTEMBER 30, 1999 AND 1998
(UNAUDITED) AND CUMULATIVE FROM AUGUST 18, 1997  (INCEPTION)  THROUGH  SEPTEMBER
30, 1999 (UNAUDITED) (In thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                              Cumulative from
                                                             Nine              Nine           August 18, 1997
                                                            Months            Months        (Date of Inception)
                                                             Ended            Ended               through
                                                         September 30,     September 30,       September 30,
                                                             1999              1998                1999
                                                             ----              ----                ----
<S>                                                      <C>               <C>                 <C>
NET LOSS                                                 $      (202)      $                   $       (202)
                                                         -----------       ------------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                         (14,225)      $     (3,591)            (37,164)
  Decrease (increase) in prepaid expenses                       (414)                                  (487)
  Increase in cash - restricted                              (18,255)                               (18,255)
  Purchase of short-term investments                          (5,173)                                (5,173)
  Deferred financing costs                                    (3,304)                                (3,304)
  Decrease in restricted cash                                    407
  Increase in other assets                                                           (5)
                                                                           ------------

           Net cash used in investing activities             (40,964)            (3,596)            (64,383)
                                                         -----------       ------------        ------------



CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances from (payments to) Riviera Holdings
    Corporation                                               (6,241)             2,038
  Proceeds from long-term borrowings                          45,000                                 45,000
  Contribution of paid-in capital                              2,279              2,023              20,000
                                                         -----------       ------------        ------------

           Net cash provided by financing activities          41,038              4,061              65,000
                                                         -----------       ------------        ------------

INCREASE IN CASH AND
  CASH EQUIVALENTS                                              (128)               465                 415

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                   543                 49
                                                         -----------       ------------        ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                 $       415       $        515        $        415
                                                         -----------       ------------        ------------

SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION
  Property and equipment purchased using accounts
      payable and accrued liabilities                    $     4,892       $      1,194        $      6,102
                                                         -----------       ------------        ------------

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

Capitalized interest contributed by
  Riviera Holdings Corporation                           $     1,180       $      1,394        $      3,459
                                                         -----------       ------------        ------------

Capitalized interest, Other                              $     1,519                           $      1,519
                                                         -----------                           ------------
Cash paid for interest                                   $                                     $
                                                         -----------                           ------------
</TABLE>


See notes to condensed financial statements.

                                       5

<PAGE>


NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
---------------------

On August 18, 1997 (date of inception),  Riviera Black Hawk, Inc. (the "Company"
or "RBH") was  formed.  The  Company  is a wholly  owned  subsidiary  of Riviera
Holdings Corporation. The Company is a development stage enterprise that has not
commenced operations and will not commence operations until acceptable financing
is obtained,  the casino is constructed,  and gaming licenses are obtained.  The
principal  purpose  of the  Company  is to  develop a casino  and  entertainment
complex  in Black  Hawk,  Colorado,  which is  anticipated  to open in the first
quarter  of 2000.  The  Company  is  constructing  this  casino  in Black  Hawk,
Colorado, on a site that was purchased for $15.1 million in August 1997.

Nature of Operations
--------------------

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

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

Principles of Presentation
--------------------------

The  financial  information  at September  30, 1999 and for the three months and
nine months  ended  September  30,  1999 and 1998 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 nine months ended
September  30, 1999 are not  necessarily  indicative of the results that will be
achieved for the entire year, nor once the property is operational.

These  financial  statements  should be read in  conjunction  with the S-4 dated
November 5, 1999.

Estimates and Assumptions
-------------------------

The preparation of condensed  financial  statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of  assets  and  liabilities,
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements,  and the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Significant  estimates used by the Company  include  accrued
liabilities. Actual results may differ from estimates.

                                       6
<PAGE>


Cash and cash equivalents and short term investments - restricted
-----------------------------------------------------------------

Amounts related to the Riviera Black Hawk casino project in Black Hawk, Colorado
are  restricted  in use to that  project or for the related  13% First  Mortgage
Notes interest payments.

Short term investments - restricted
-----------------------------------

The Company  accounts for investment  securities in accordance with Statement of
Financial  Accounting  Standards  ("SFAS")  No.  115,  "Accounting  for  Certain
Investments  in  Debt  and  Equity  Securities."  SFAS  No.  115  addresses  the
accounting and reporting for investments in equity  securities that have readily
determinable  fair  values  and for all  investments  in  debt  securities,  and
requires such  securities to be classified as either held to maturity,  trading,
or available for sale.

Management   determines  the  appropriate   classification   of  its  investment
securities at the time of purchase and reevaluates  such  determination  at each
balance sheet date.  Held-to-maturity  securities are carried at amortized cost.
At September 30, 1999,  securities classified as held to maturity comprised debt
securities  issued by the U.S. Treasury and other U.S.  government  corporations
and agencies,  and repurchase  agreements,  with an amortized cost of $5,119,000
maturing in three months or more.

Recently Issued Accounting Standards
------------------------------------

The Financial  Accounting Standards Board recently issued FAS No. 137, `Deferral
of FAS 133 Accounting for Derivatives'  which delays the  implementation of that
pronouncement to September 15, 2000. The Company has not determined what effect,
if any, that FAS 133 may have on its results of operations

2.  DEBT AND RELATED DEFERRED FINANCING COSTS

On June 3, 1999,  the  Company,  closed a $45 million  private  placement of 13%
First Mortgage Notes. The net proceeds of the placement will be 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 "Capital Completion Commitment" of up to $10 million and a "Keep
Well" of $5 million per year (or an  aggregate  limited to $10  million) for the
first 3 years of RBH  operations to cover if (i) the $5.85  million  interest on
such Notes is not paid by RBH and (ii) the amount by which RBH cash flow is less
than $9.0 million in any of the first three years. Pursuant to a deposit account
agreement,  dated as of June 3, 1999,  among  Bank of  America as deposit  bank,
Riviera Holdings Corporation and First American Title Insurance Company, Riviera
Holdings Corporation has deposited $5.0 million to insure First American against
mechanics lien claims against the Black Hawk property. If no mechanics liens are
outstanding  30 days after the casino  opens,  the $5.0 million  deposit will be
returned to Riviera Holdings Corporation.

                                       7

<PAGE>

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

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

The 13% First Mortgage Note Indenture  contains certain  covenants,  which limit
the ability of the Company and its restricted  subsidiaries,  subject to certain
exceptions,  to: (1) incur additional indebtedness;  (ii) pay dividends or other
distributions,   repurchase   capital   stock  or  other  equity   interests  or
subordinated   indebtedness,   (iii)  enter  into  certain   transactions   with
affiliates;  (iv) create certain liens; sell certain assets;  and (v) enter into
certain  mergers  and  consolidations.  As a result of these  restrictions,  the
ability of the Company to incur additional indebtedness to fund operations or to
make  capital  expenditures  is  limited.  In the  event  that  cash  flow  from
operations  is  insufficient  to cover cash  requirements,  the Company would be
required to curtail or defer certain of their capital expenditure programs under
these  circumstances,  which  could  have an  adverse  effect  on the  Company's
operations. At September 30, 1999, the Company believes that it is in compliance
with the covenants.

3.  COMMITMENTS AND CONTINGENICIES

The Company is constructing a casino in Black Hawk, Colorado on a site which was
purchased  for $15 million in August  1997.  As of  September  30, 1999  Riviera
Holdings  Corporation  had  made  $20.0  million  in cash  contributions  to RBH
(excluding capitalized interest).

In July 1999, the Company,  committed to a $11.1 million  capital lease line for
60 months at  approximately  11.2% for gaming equipment , furniture and fixtures
at the Black Hawk,  Colorado  casino.  Management  believes that these financial
arrangements  along with the $45 million First Mortgage Notes will be sufficient
to construct and open the casino.

The Company is unaware of any legal proceedings as of September 30, 1999.

                                       8

<PAGE>

Management's discussion and analysis of financial results and position
----------------------------------------------------------------------

Three Months Ended September 30, 1999 Compared to Three Months Ended
September 30, 1998
--------------------------------------------------------------------

Other Operating Expenses
------------------------

General and administrative  expenses increased $44,000,  in the third quarter of
1999. These expenses increased to reflect the Company's pre opening expenses.

Other Income (Expense)
---------------------

Interest  expense  (net of  capitalized  interest)  on the $45 million  notes of
$206,000, was recorded in third quarter of 1999 due to the issuance of 13% First
Mortgage  Notes on the Black Hawk,  Colorado,  project  effective  June 3, 1999.
Interest income, on investments from the as yet unused proceeds of the 13% First
Mortgage Notes, was $382,000.

Capitalized interest for the third quarter of 1999 was $1,214,000 on the project
compared to $510,000 in 1998.  The  increase is the result of higher  amounts of
fixed assets on which capitalized interest is determined.

Net Income (Loss)
----------------

The Net Loss increased by $28,000 for the three months ended  September 30, 1999
due to matters discussed above.

Nine Months Ended September 30, 1999 Compared to Nine Months
Ended September 30, 1998
------------------------------------------------------------

Other Operating Expenses
-----------------------

General and administrative  expenses increased $119,000, in 1999. These expenses
increased to reflect the Company's recognition of pre opening expenses.

Other Income (Expense)
---------------------

Capitalized  interest  for the first nine months of 1999 was  $2,699,000  on the
casino  project  of which  $1,180,000  is a capital  contribution  from  Riviera
Operating  Corporation,  while  $1,519,000 is recorded on the Riviera Black Hawk
income statement.  In 1998 capitalized interest was $2,047,000.  The increase is
the result of higher  amounts of fixed assets on which  capitalized  interest is
determined and the effective higher interest rate related to the 13% $45 million
First Mortgage Notes.

                                       9

<PAGE>

Net Income (Loss)
----------------

The Net Loss increased by $202,000 for the nine months ended  September 30, 1999
due matters discussed above.

Liquidity and Capital Resources
-------------------------------

At September 30, 1999, the Company had cash and short term  investments of $23.8
million,  for the Black Hawk project.  The Company had working  capital of $16.3
million  and  shareholders  equity of $23.2  million.  The cash and  short  term
investments  increased  during the first nine  months of 1999 as a result of the
private  placement of $45 million  Riviera Black Hawk, Inc. first mortgage bonds
in June 1999.

The  Company is in the  development  stage and has not  generated  net cash from
operating  activities.  Management  believes  that the $23.8 million in cash and
short term investments, the equipment financing and the commitments from Riviera
Holdings  Corporation  will be sufficient  to cover the Company's  investment in
budgeted capital  expenditures  for 1999 including  completion of the Black Hawk
casino  development and the working  capital  requirements to operate the casino
for the first twelve months of operations.

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

The 13% Note Indenture provides that, in certain circumstances, the Company must
offer to repurchase  the 13% Notes upon the occurrence of a change of control or
certain other events.  In the event of such  mandatory  redemption or repurchase
prior to maturity,  the Company would be unable to pay the  principal  amount of
the 10% 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 September  30,  1999,  the
Company believes that it is in compliance with the covenants.

                                       10

<PAGE>

In August 1997, the Company purchased  approximately  70,000 square feet of land
in Black  Hawk,  Colorado,  which is entirely  zoned for gaming.  The Company is
constructing  a  casino  containing  1,000  slot  machines,  14 table  games,  a
520-space covered parking garage,  and entertainment and food service amenities.
Management intends to finance the remainder of the project with a portion of the
unused  proceeds from the 13% First  Mortgage  Notes and equipment  leases.  The
casino is  scheduled to open in January  2000.  As of  September  30, 1999,  the
company  had  received  investments  of $20.0  million in cash from its  parent,
Riviera Operating Corporation for the casino project and the total project costs
to date including capitalized interest were $49.3 million.


Year 2000
---------

In the past,  many  computer  software  programs  were written  using two digits
rather  than four to define the  applicable  year.  As a result,  date-sensitive
software  may  recognize a date using "00" as the year 1900 rather than the year
2000.  This situation is generally  referred to as the "Year 2000  Problem".  If
such situation  occurs,  the potential  exists for computer  system  failures or
miscalculations by computer programs, which could disrupt operations.

The Company has  conducted a  comprehensive  review of its computer  systems and
other systems for the purpose of assessing its potential Year 2000 Problem,  and
is in the process of  modifying or replacing  those  systems  which are not Year
2000 compliant. Based upon this review, management believes such systems will be
compliant by mid-calendar  1999.  However,  if modifications are not made or not
completed timely,  the Year 2000 Problem could have a significant  impact on the
Company's operations.

All costs  related to the Year 2000 Problem are expensed as incurred,  while the
cost of new hardware and software is capitalized and amortized over its expected
useful life. The costs  associated  with Year 2000  compliance have not been and
are not  anticipated  to be  material  to the  Company's  financial  position or
results of operations.  As of September 30, 1999, the Company has incurred costs
of  approximately  $2,000  (primarily for analysis by internal labor) related to
the system applications and anticipates  spending an additional $5,000 to become
Year 2000 compliant. The estimated completion date and remaining costs are based
upon management's best estimates,  as well as third party modification plans and
other factors. However, there can be no guarantee that such estimates will occur
and actual results could differ.

In addition,  the Company has communicated  with its major vendors and suppliers
to determine their state of readiness  relative to the Year 2000 Problem and the
Company's  possible  exposure  to Year 2000  issues of such third  parties.  The
Company,  through  correspondence  from major vendors or statements  obtained at
Year 2000 disclosure sites of major vendors, has been advised that such vendors'
software  or  products  are either  Year 2000  compliant  or should be Year 2000
compliant before December 31, 1999. However,  there can be no guarantee that the
systems of other companies,  which the Company's  systems may rely upon, will be
timely  converted or  representations  made to the Company by these  parties are
accurate.  As a result the failure of a major  vendor or supplier to  adequately
address their Year 2000 Problem could have a significant  adverse  impact on the
Company's operations.

                                       11

<PAGE>

As a result of various  external  risk  factors,  the Company could be adversely
impacted and the effect could be material regardless of the readiness of its own
systems.  The  most  reasonable  worst  case  scenario  - If one or  more of the
Company's utility providers (of electric, natural gas, water, sewer) experiences
Year 2000  problems  that impact  their  ability to provide  their  services the
operations of the Company could be adversely impacted.  Furthermore,  disruption
of services for any of the markets for the Company's  customers  could result in
an adverse  change in customer  visits from the  affected  market.  - Automobile
traffic to and from the Black  Hawk/Central  City market  could be  disrupted by
Year 2000  problems,  which would limit the ability of  potential  customers  to
visit the property.  - The possible long term disruption of banking services due
to Year 2000 problems  could  ultimately  impair the Company's  daily  financial
transactions,  including  the  deposit  of  monies  and  processing  of  checks.
Furthermore,  credit card processing and customers' access to cash via automated
teller  machines  could  also be  disrupted.  In the  event  of  these  types of
disruption, the Company intends to provide minimal services to its customers and
assist them, if possible, with transportation to the metropolitan Denver area as
hotel facilities are extremely limited in the Black Hawk/Central City area.

The Company has developed, and continues to update and revise, contingency plans
to  address  the  identified  risks.  However,  given the  nature of many of the
external risk factors, the Company does not believe viable alternatives would be
available. For example, the Company cannot develop a meaningful contingency plan
to address a disruption in airline service.  Consequently, the occurrence of any
of the  aforementioned  disruptions  could,  depending  upon their  severity and
duration, have a material adverse impact on operating results.

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.

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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
                                           Chairman of the Board and
                                           Chief Executive Officer

                                           By: /s/ Duane Krohn
                                           Duane Krohn
                                           Treasurer and
                                           Chief Financial Officer


                                           Date: December 17, 1999


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