SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549


                                    FORM 10-Q

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

For the quarterly period ended        June 30, 2000
                                           OR

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

For the transition period from                      to

                Commission file number  333-8163

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

Colorado                                                             86-0886265
(State or other  jurisdiction of incorporation                    (IRS Employer
 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 July 31, 2000,
the number of outstanding shares of the Registrant's Common Stock was 1,000.


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

INDEX

                                                                                                               Page
PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

<S>                                                                                                               <C>
Independent Accountants' Report                                                                                   3

Condensed Balance Sheets  at June 30, 2000 (Unaudited)  and
December 31, 1999                                                                                                 4

Condensed Statements of Operations (Unaudited) for the
Three Months and Six  ended June 30, 2000 and 1999                                                                5

Condensed Statements of Cash Flows (Unaudited) for the
Three Months and Six Months  ended  June 30, 2000 and 1999                                                        6

Notes to Condensed Financial Statements (Unaudited)                                                               7

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

Item 3.  Quantitative and Qualitative Disclosure About Market Risk                                               17


PART II. OTHER INFORMATION

Signature Page                                                                                                   19
</TABLE>

                                       2
<PAGE>






INDEPENDENT ACCOUNTANTS' REPORT


To the Board of Directors
Riviera Black Hawk, Inc.

We have reviewed the accompanying condensed balance sheet of Riviera Black Hawk,
Inc., (the "Company") as of June 30, 2000, and the related condensed  statements
of  operations  and of cash flows for the three months and six months ended June
30, 2000 and 1999.  These  financial  statements are the  responsibility  of the
Company's management.

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

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

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

DELOITTE & TOUCHE LLP

July 25, 2000
Las Vegas, Nevada

                                        3
<PAGE>
<TABLE>
<CAPTION>
RIVIERA BLACK HAWK, INC.
BALANCE SHEETS
June 30, 2000 and December 31, 1999
(In Thousands, except share amounts)
--------------------------------------------------------------------------------------------------------------------
                                                                       June 30,              December 31,
                                                                         2000                    1999
ASSETS                                                               (Unaudited)
CURRENT ASSETS:
<S>                                                                     <C>                     <C>
   Cash and cash equivalents                                            $7,708                  $1,810
   Cash and cash equivalents - restricted                                1,690                   7,173
   Short term investments - restricted                                                           2,820
   Accounts receivable related to construction financing                   233
   Inventories                                                             133
   Prepaid expenses and other assets                                       601                     795
                                                               ---------------------   ---------------------
       Total current assets                                             10,366                  12,598

PROPERTY AND EQUIPMENT, NET                                             68,933                  56,734
DEFERRED FINANCING COSTS, Net                                            2,989                   3,446
OTHER ASSETS                                                                 6                      12
DEFERRED INCOME TAXES                                                    1,009                    160
                                                               ---------------------   ---------------------
TOTAL                                                                  $83,301                 $72,950
                                                               =====================   =====================

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
   Current portion of long-term debt                                    $1,599                     $69
   Accounts payable                                                      2,981                   3,053
   Management fees payable                                                 349
   Accrued interest expense                                              1,151                     976
   Accrued other expenses                                                1,861                     110
                                                               ---------------------   ---------------------
     Total current liabilities                                           7,940                   4,208
                                                               ---------------------   ---------------------
LONG-TERM DEBT, NET OF CURRENT PORTION                                  53,595                  45,742
                                                               ---------------------   ---------------------

COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock ($.001 par value; 10,000 shares
     authorized; 1,000 shares issued and outstanding
   Additional paid-in capital                                          23,513                  23,474
   Accumulated deficit                                                 (1,748)                   (474)
                                                               ---------------------   ---------------------
      Total stockholders' equity                                       21,766                  23,000
                                                               ---------------------   ---------------------
TOTAL                                                                 $83,301                 $72,950
                                                               =============================================
See notes to condensed  financial statements
</TABLE>
                                                4
<PAGE>
<TABLE>
<CAPTION>
RIVIERA BLACK HAWK, INC.
STATEMENTS OF OPERATIONS (Unaudited)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(In thousands, except per share amounts)
                                                        Three Months Ended              Six Months Ended
                                                             June 30,                       June 30,
                                                        2000           1999             2000          1999
REVENUES:
<S>                                                   <C>              <C>               <C>           <C>
    Casino                                            $8,525                          $16,104
     Food & beverage                                   1,280                            1,991
     Other                                                84                              146
           Total revenues                              9,889                           18,242
     Less promotional allowances                         947                            1,416
           Net revenues                                8,942                           16,826

COSTS AND EXPENSES:
Direct costs and expenses of operating departments:
      Casino                                           5,448                            8,081
      Food and beverage                                  489                              845
      Other                                                3                                5
Other operating expenses:
      Selling, general and administrative              2,473                            4,189
      Preopening expenses                                  0            58              1,222           73
      Management fees                                     16                              349
      Depreciation and amortization                      616                            1,229
                   Total costs and expenses            9,044            58             15,920           73

INCOME (LOSS) FROM OPERATIONS

OTHER (EXPENSE) INCOME
Interest expense                                      (2,305)                          (3,768)
Interest  income                                         130                              164
Interest capitalized                                       0                              577
                    Total other expense               (2,175)            0             (3,028)           0

LOSS BEFORE BENEFIT FOR TAXES                         (2,277)          (58)            (2,122)         (73)

BENEFIT FOR INCOME TAXES INCLUDING
    COLORADO STATE INCOME TAX                           (928)                            (849)

NET LOSS                                             ($1,350)         ($58)           ($1,273)        ($73)

See notes to condensed financial statements
</TABLE>
                                                5
<PAGE>
<TABLE>
<CAPTION>
RIVIERA BLACK HAWK, INC.
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2000
STATEMENTS OF CASH FLOWS (Unaudited)
                                                                    Three Months Ended       Six Months Ended
                                                                        June 30, 2000           June 30, 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                        <C>                    <C>
Net loss                                                                   ($1,350)               ($1,273)
  Adjustments to reconcile net loss to net cash provided by
    operating activities:
    Depreciation and amortization                                              616                  1,229
    Provision for bad debts                                                     12                     23
    Interest expense                                                         2,305                  3,768
    Interest paid                                                           (3,283)                (3,302)
    Capitalized interest on construction projects                                                                            (577)
    Changes in operating assets and liabilities:
      Decrease (increase) in accounts receivable                               442                   (256)
      Decrease (increase) in inventories                                        73                   (133)
      Decrease (increase) in prepaid expenses
          and other assets                                                    (350)                   (19)
      Increase (decrease) in accounts payable                               (1,904)                  (162)
      Increase (decrease) in  management fees payable                           16                    349
      Increase (decrease) in accrued liabilities                              (787)                   688
      Increase (decrease) in current income taxes payable                      (54)
      Increase (decrease) in deferred income taxes                             849                    849
                                                                  ------------------------------------------------
       Net cash  provided by  operating activities                          (3,415)                 1,184
                                                                  ------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures - Black Hawk, Colorado project                     (750)               (13,428)
      Capitalized interest on construction projects                                                                            577
      Decrease (increase) Black Hawk, Colorado restricted funds              3,922                  8,303
      Decrease (increase) in other assets                                        4                      6
                                                                  ------------------------------------------------
       Net cash provided by  investing activities                            3,176                 (4,542)
                                                                  ------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from long-term borrowings                                        900                  9,619
      Payments on long-term borrowings                                        (379)                  (402)
      Additional paid in capital                                                                       39
                                                                  ------------------------------------------------
        Net cash  provided by  financing activities                            521                  9,256
                                                                  ------------------------------------------------
INCREASE (DECREASE)  IN CASH AND CASH EQUIVALENTS                             $282                 $5,898
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                               7,426                  1,810
                                                                  ------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                     7,708                  7,708
                                                                  ================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Colorado State Income Tax                                                                         $100
                                                                  ================================================
See notes to condensed financial statements
                                                6
</TABLE>
<PAGE>
NOTES TO  FINANCIAL STATEMENTS (UNAUDITED)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

On August 18, 1997 (date of inception),  Riviera Black Hawk, Inc. (the "Company"
or "RBH") was  formed.  The Company is a wholly  owned  indirect  subsidiary  of
Riviera  Holdings  Corporation.  The balance  sheet as of December  31, 1999 and
Statement of Operations  for the three months and six months ended June 30, 1999
present  information  while  the  Company  was in  the  development  stage.  RBH
commenced  operations on February 4, 2000, with the opening of the Riviera Black
Hawk Casino in Black Hawk, Colorado.

Nature of Operations

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

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

Principles of Presentation

The  financial  information  at June 30, 2000,  and for the three months and six
months  ended June 30, 2000 and 1999 is  unaudited.  However,  such  information
reflects all adjustments  (consisting  solely of normal  recurring  adjustments)
that are, in the opinion of management, necessary for a fair presentation of the
financial  position,  results  of  operations,  and cash  flows for the  interim
periods.  The results of  operations  for the three  months and six months ended
June  30,  2000 are not  necessarily  indicative  of the  results  that  will be
achieved for the entire year.

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

Earnings Per  Share

The Company is a wholly owned subsidiary of Riviera Holdings Corporation.  There
are no  publicly  traded  shares of the  Company's  stock.  In  accordance  with
Financial  Accounting  Standards No. 128  "Earnings Per Share",  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
                                                7
<PAGE>
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 - 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. 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 and losses.

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

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

Recently Issued Accounting Standards

Recently Issued Accounting  Standards - The Financial Accounting Standards Board
issued SFAS No. 133, "Accounting for Derivatives," which is effective for fiscal
years  beginning  after June 15, 2000.  This statement  defines  derivatives and
requires qualitative disclosure of certain financial and descriptive information
about a company's  derivatives.  The Company will adopt SFAS No. 133 in the year
ending December 31, 2001. Management has not finalized its analysis of this SFAS
or the impact of this SFAS on the Company or the Company's  future  consolidated
financial statements.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101"). SAB
101 clarifies existing  accounting  principles related to revenue recognition in
financial  statements.  The Company is required to comply with the provisions of
SAB 101 by the fourth quarter of fiscal 2000. Due to the nature of the Company's
operations,  management  does not believe  that SAB 101 will have a  significant
impact on the Company's financial statements.

2.       LONG TERM DEBT AND COMMITTMENTS

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
                                                8
<PAGE>
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:

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

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
Board of Directors has  authorized  management to repurchase a porion of the 13%
Notes on the open market or in negotiated  transactions  from time to time under
the Permitted Investments provisions of the indenture.

The 13% First Mortgage Note Indenture  contains certain  covenants,  which limit
the ability of the Company and its restricted  subsidiaries,  subject to certain
exceptions,  to: (1) incur additional indebtedness;  (ii) pay dividends or other
distributions,   repurchase   capital   stock  or  other  equity   interests  or
subordinated   indebtedness,   (iii)  enter  into  certain   transactions   with
affiliates;  (iv) create certain liens; sell certain assets;  and (v) enter into
certain  mergers  and  consolidations.  As a result of these  restrictions,  the
ability of the Company to incur additional indebtedness to fund operations or to
make  capital  expenditures  is  limited.  In the  event  that  cash  flow  from
operations  is  insufficient  to cover cash  requirements,  the Company would be
required to curtail or defer certain of their capital expenditure programs under
these  circumstances,  which  could  have an  adverse  effect  on the  Company's
operations. At June 30, 2000, the Company believes that it is in compliance with
the covenants.

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

                                                9
<PAGE>
3.  SEGMENT DISCLOSURES

RBH provides Las Vegas-style gaming, amenities and entertainment.  The Company's
ttwo reportable segments are based upon the type of service provided: Casino and
food and beverage.  The casino segment provides customers with gaming activities
through traditional table games and slot machines. The food and beverage segment
provides restaurant and drink services.

     All other  segment  activity  consists of rent income,  telephone and other
activity.   Intersegment   revenues  consist  of  revenues   generated   through
complimentary  sales to customers by the casino segment.  The Company  evaluates
each segment's  performance based on segment  operating  profit.  The accounting
policies  of the  operating  segments  are the  same as those  described  in the
summary of significant  accounting policies.  The Company opened for business on
February 4, 2000.  The Company was in the  development  stage at June 30,  1999,
accordingly, no comparative data is provided for that period.
<TABLE>
<CAPTION>
                                                         Food and
  Three Months ended June 30, 2000           Casino      Beverage       All Other        Total
<S>                                          <C>             <C>             <C>          <C>
Revenues from external customers             $8,525          $333            $84          $8,942
Intersegment revenues                                         947                            947
Segment profit (loss)                         3,077          (156)            81           3,002

                                                         Food and
  Six Months ended June 30, 2000             Casino      Beverage       All Other        Total
Revenues from external customers            $16,104          $575           $146         $16,826
Intersegment revenues                         1,416                        1,416
Segment profit (loss)                         8,023          (270)           141           7,895

Reconciliation of segment profit to consolidated net income before taxes:
                                                           Three Months Ended       Six Months Ended
                                                                 2000                      2000
Segment profit                                                      $3,002                   $7,895
Other operating expenses                                             3,105                    6,989
Other expense                                                        2,175                    3,028
                                                             --------------          ----------------
Net income (loss)  before provision for taxes                     ($2,277)                  ($2,122)
</TABLE>

The Company markets directly to residents of Denver, Colorado. 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% of
all  reported  segment  revenues;  however,  the Company  cannot  identify  such
information based upon the nature of gaming operations.
                                              10
<PAGE>
ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Special Factors Effecting Comparability

Riviera Black Hawk, Inc. was in the development stage at June 30, 1999.
Accordingly, no comparative data is provided.

The following table sets forth certain operating information for the Company for
the three months and six months ended June 30,  2000.  Revenues and  promotional
allowances are shown as a percentage of net revenues. Department costs are shown
as a percentage of departmental revenues. All other percentages are based on net
revenues.

<TABLE>
<CAPTION>
                                                                Three Months Ended        Six Months Ended
                                                                       June 30,                 June 30,
        Income Statement Data:                                           2000                     2000
                                                               --------------------------------------------------
        Revenues:
<S>                                                                      <C>                       <C>
          Casino                                                         95.3%                     95.7%
          Food and beverage                                              14.3%                     11.8%
          Other                                                           0.9%                      0.9%
          Less promotional allowances                                   -10.6%                     -8.4%
                                                               --------------------------------------------------
          Net Revenues                                                  100.0%                    100.0%
        Costs and Expenses:
            Casino                                                       63.9%                     50.2%
            Food and beverage                                            38.2%                     42.4%
            Other                                                         3.0%                      3.6%
            General and administrative                                   27.6%                     24.9%
            Management fees                                               0.2%                      2.1%
            Preopening Expenses - Black Hawk, Colorado Project            0.0%                      7.3%
            Depreciation and amortization                                 6.9%                      7.3%
                                                               --------------------------------------------------
                    Total costs and expenses                            102.8%                     94.6%
        Income from operations                                           -2.8%                      5.4%
                                                               --------------------------------------------------
        Interest expense                                                -25.8%                    -22.4%
        Interest income                                                   1.5%                      1.0%
        Interest, capitalized                                             0.0%                      3.4%
        Income before provision  for income  taxes                      -25.5%                    -12.6%
                                                               --------------------------------------------------
        Provision  for income taxes                                     -10.4%                     -5.1%
        Net Income                                                      -15.1%                     -7.6%
                                                               --------------------------------------------------
        EBITDA (1)  Margin                                                5.9%                     22.0%
                                                               --------------------------------------------------
        Net cash provided by operating activities                       -38.2%                      7.0%
                                                               --------------------------------------------------
</TABLE>
(1) EBITDA consists of earnings  before  interest,  income taxes,  depreciation,
amortization,  management fees and preopening expenses.  While EBITDA should not
be construed  as a  substitute  for  operating  income or a better  indicator of
liquidity  than cash flow from  operating  activities,  which are  determined in
accordance with generally accepted accounting principles ("GAAP") it is included
herein to provide  additional  information  with  respect to the  ability of the
Company  to meet its future  debt  service,  capital  expenditures  and  working
capital  requirements.  Although  EBITDA is not  necessarily  a  measure  of the
Company's  ability to fund its cash  needs,  management  believes  that  certain
investors  find  EBITDA to be a useful  tool for  measuring  the  ability of the
Company  to  service  its debt.  EBITDA  margin  is  EBITDA is a percent  of net
revenues.  The  Company's  definition  of EBITDA may not be  comparable to other
companies' definitions.
                                               11
<PAGE>
Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999.
Operations Commenced February 4, 2000

Special Factors Effecting Comparability

Riviera Black Hawk, Inc. was in the development stage at June 30, 1999.
Accordingly, no comparative data is provided.

Revenues

Riviera  Black Hawk  Casino  opened for  business in Black  Hawk,  Colorado,  on
February 4, 2000.  Net  revenues  for the second  quarter  ending June 30, 2000,
totaled $8.9  million.  Casino  revenues were $8.5 million or 95.3% of total net
revenues. In the casino $8.0 million of the total was slot machine revenues with
the  balance of $500,000  provided  by casino  table  games.  Food and  Beverage
revenues were  approximately  $1.3 million of which  $950,000  were  promotional
allowances representing drinks and meals to casino patrons.

Direct Costs and Expenses of Operating Departments

Total direct costs and expenses of operating departments were $6.0 million.
Casino expenses were $5.4 million,  or 63.9% of casino revenues.  These expenses
were  primarily  payroll  and  related  taxes  and  benefits,  gaming  taxes and
licenses, and marketing. Food and beverage expenses were approximately $500,000,
or 38% of gross food and beverage revenues.

Other Operating Expenses

Selling,  general and administrative expenses were $2.5 million, or 27.6% of net
revenues.  General and  administrative  expenses  consist  mainly of payroll and
related taxes and  benefits.  Management  fees to its parent were  approximately
$16,000.  Those fees are due  Riviera  Holdings  Corporation  and are based on a
percent of net revenues and EBITDA.

Depreciation  for the period was  $616,000  and was based on the total  property
cost of approximately $54.0 million.

Other Income (Expense)

In June  1999,  RBH  completed  a $45  million  private  placement  of 13% First
Mortgage Notes.  Interest expense on those notes of approximately  $2.3 million,
was recorded in the second quarter of 2000. Interest income, on investments from
the unused proceeds of the 13% First Mortgage Notes, was $130,000.

Net Income (Loss)

The net loss for the three months  ended June 30, 2000,  was $1.3 million or 15%
of net revenues.  Provision  for income taxes  includes the normal 35% provision
for  federal  taxes and 5% for  Colorado  State  Income Tax for the Black  Hawk,
Colorado property.
                                                12
<PAGE>
EBITDA

EBITDA for the three months ended June 30, 2000, was approximately  $530,000, or
5.9% of net revenues.

Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999.
Operations Commenced February 4, 2000

Special Factors Effecting Comparability

Riviera Black Hawk, Inc. was in the development stage at June 30, 1999.
Accordingly, no comparative data is provided.

Revenues

Riviera  Black Hawk  Casino  opened for  business in Black  Hawk,  Colorado,  on
February 4, 2000.  Net revenues for the period  commencing  February 4, 2000 and
ending June 30, 2000, totaled $16.8 million.  Casino revenues were $16.1 million
or 95.7% of total net  revenues.  In the casino  $15.3  million of the total was
slot  machine  revenues  with the balance of $800,000  provided by casino  table
games. Food and Beverage revenues were  approximately $2.0 million of which $1.4
million  were  promotional  allowances  representing  drinks and meals to casino
patrons.

Direct Costs and Expenses of Operating Departments

Total  direct costs and expenses of  operating  departments  were $8.9  million.
Casino expenses were $8.1 million,  or 50.2% of casino revenues.  These expenses
were primarily payroll and related, gaming tax and license, and marketing.  Food
and beverage  expenses  were  approximately  $850,000,  or 42% of gross food and
beverage revenues.

Other Operating Expenses

Selling,  general and administrative expenses were $4.2 million, or 24.9% of net
revenues.

General and administrative  expenses consist mainly of payroll and related taxes
and benefits. Preopening expenses totaled $1.2 million and were comprised mainly
of payroll  and  related  taxes and  benefits  for the period  January 1 through
February 3, 2000 when employee service training was provided. Management fees to
its parent were  approximately  $350,000.  Those fees are due  Riviera  Holdings
Corporation and are based on a percent of net revenues and EBITDA.

Depreciation for the period was $1.2 million and was based on the total property
cost of approximately $54.0 million.

Other Income (Expense)
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<PAGE>
In June  1999,  RBH  completed  a $45  million  private  placement  of 13% First
Mortgage Notes. Interest expense (net of capitalized interest) on those notes of
approximately  $3.2 million,  was recorded in the period.  Contingent  interest,
based on 5% of cash  flow as  defined  and  totaling  $176,000  is  included  in
interest  expense.  Interest income,  on investments from the unused proceeds of
the 13% First Mortgage Notes, was $160,000.

Capitalized  interest was $577,000 on the project for the period January 1, 2000
through February 3, 2000.  Capitalized  interest in 1999 was realized by Riviera
Holdings Corporation and is a component of their investment in RBH.

Net Income (Loss)

The net loss for the six months ended June 30, 2000, was $1.3 million or 7.6% of
net revenues.  Provision for income taxes  includes the normal 35% provision for
federal taxes and 5% for Colorado State Income Tax for the Black Hawk,  Colorado
property.

EBITDA

EBITDA for the period ended June 30,  2000,  was $3.7  million,  or 22.0% of net
revenues.  Preopening  expenses of $1.2  million are not  included in the EBITDA
calculation.

Liquidity and Capital Resources

At June 30, 2000, the RBH had cash, restricted cash and cash equivalents of $9.4
million. The Company had working capital of $2.5 million and shareholders equity
of $21.8 million.

The Company's net cash provided by operating  activities was approximately  $1.2
million for the period ending June 30, 2000.  Management  believes that the $9.4
million  in cash and cash  equivalents,  and the "keep  well"  commitments  from
Riviera  Holdings   Corporation  will  be  sufficient  to  cover  the  Company's
investment in budgeted capital expenditures for 2000 including completion of the
Black Hawk casino  development and the working  capital  requirements to operate
the casino for the first twelve months of operations.

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

The 13% Note Indenture provides that, in certain circumstances, the Company must
offer to repurchase  the 13% Notes upon the occurrence of a change of control or
                                              14
<PAGE>
certain other events.  In the event of such  mandatory  redemption or repurchase
prior to maturity,  the Company would be unable to pay the  principal  amount of
the 13% Notes without a refinancing.

The 13% Note Indenture  contains certain  covenants,  which limit the ability of
the Company and its restricted subsidiaries, subject to certain exceptions, to :
(i) incur additional  indebtedness;  (ii) pay dividends or other  distributions,
repurchase capital stock or other equity interests or subordinated indebtedness;
(iii) enter into  certain  transactions  with  affiliates;  (iv) create  certain
liens;   sell  certain   assets;   and  (v)  enter  into  certain   mergers  and
consolidations. As a result of these restrictions, the ability of the Company to
incur additional indebtedness to fund operations or to make capital expenditures
is limited. In the event that cash flow from operations is insufficient to cover
cash requirements,  the Company would be required to curtail or defer certain of
their capital expenditure programs under these  circumstances,  which could have
an adverse  effect on the Company's  operations.  At June 30, 2000,  the Company
believes that it is in compliance with the covenants.

                                                15
<PAGE>
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Market  risks  relating  to our  operations  result  primarily  from  changes in
interest rates. We invest our cash and cash  equivalents in U.S.  Treasury Bills
with maturities of 60 days or less.

As of June 30, 2000, we had $55.2 million in borrowings.  The borrowings include
$45 million in bonds  maturing in 2005.  Interest  under the bonds is based on a
rate of 13%  excluding  contingent  interest.  Also included is $.7 million in a
special  improvement  district  bond  offering  with Black Hawk,  Colorado.  The
Company's  share of the debt on the SID bonds of $1,470,000  when the project is
complete,  is payable  over ten years  beginning  in January  2000.  The special
improvement  district bonds bear interest at 5.5%.  Other  borrowings  include a
vehicle loan maturing in 2004 with an interest rate if 9.0%.  Additionally,  the
Company  committed  to an $11.1  million  capital  lease  line for 60  months at
approximately  11.2%. The Company made draws on the lease line beginning in 2000
in the amount of $9.6 million at a weighted average interest rate of 10.5%.
<TABLE>
<CAPTION>
Interest Rate Sensitivity

Principal (Notational Amount by Expected Maturity)
Average Interest Rate
(Amounts in                                                                                                          Fair Value
<S>                                  <C>       <C>       <C>       <C>       <C>          <C>             <C>            <C>
thousands)                           2000      2001      2002      2003      2004     Thereafter         Total       at 6/30/00

Long Term Debt Including Current Portion

Equipment loans
Black Hawk, Colorado                   $   5     $  10     $   8                                        $   23      $    23

Average interest rate                  11.2%     11.2%     11.2%

Capital leases
 Black Hawk, Colorado                $ 1,269   $ 1,600   $ 1,777   $ 1,973   $ 2,191    $    656       $ 9,466    $   9,466

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

Special Improvement District Bonds

 Black Hawk, Colorado                            $  64     $  68     $  71     $  76    $    426        $  705     $    705
Average interest rate                             5.5%      5.5%      5.5%      5.5%         5.5%

 13% First Mortgage Note
Black Hawk, Colorado casino
project                                                                                $  45,000      $ 45,000    $  47,700

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.

                                                17
<PAGE>

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

                                           RIVIERA BLACK HAWK, INC.


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

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

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

                                           Date: August 11, 2000



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<PAGE>