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,  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  or organization)  (IRS Employer
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 X 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 October 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 September 30, 2000 (Unaudited)  and
December 31, 1999                                                                                           4

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

Condensed Statements of Cash Flows (Unaudited) for the
Nine Months  ended  September 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                                                                    11

Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                        16


PART II.  OTHER INFORMATION

Signature Page                                                                                             18

</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 September 30, 2000, and the related  condensed
statements  of operations  for the three months and nine months ended  September
30, 2000 and 1999 and the condensed statemenst of cash flows for the nine months
ended September 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 auditing standards generally
accepted in the United  States of America,  the balance  sheet of Riviera  Black
Hawk,  Inc. as of December 31, 1999,  and the related  statements of operations,
stockholders'  equity,  and cash flows for the year then  ended  (not  presented
herein);  and in our report dated  February 14, 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

October 24, 2000
Las Vegas, Nevada

                                        3
<PAGE>
<TABLE>
<CAPTION>
RIVIERA BLACK HAWK, INC.
 BALANCE SHEETS
September 30, 2000 and December 31, 1999
(In Thousands, except share amounts)
--------------------------------------------------------------------------------------------------------
                                                                September 30,          December 31,
                                                                     2000                  1999
ASSETS                                                            (Unaudited)
CURRENT ASSETS:
<S>                                                                 <C>                 <C>
   Cash and cash equivalents                                        $10,061             $1,810
   Cash and cash equivalents - restricted                                                7,173
   Short term investments - restricted                                                   2,820
   Accounts receivable                                                  397
   Inventories                                                          153
   Prepaid expenses and other assets                                    632                795
                                                              ----------------------------------------
       Total current assets                                          11,243             12,598

PROPERTY AND EQUIPMENT, NET                                          68,671             56,734
DEFERRED FINANCING COSTS, Net                                         2,639              3,446
OTHER ASSETS                                                             18                 12
DEFERRED INCOME TAXES                                                 1,645                160
                                                              ----------------------------------------
TOTAL                                                               $84,216            $72,950
                                                              ========================================

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
   Current portion of long-term debt                                 $1,640                $69
   Accounts payable                                                   2,230              3,053
   Management fees payable to parent                                    532
   Accrued interest expense                                           2,644                976
   Accrued other expenses                                             3,472                110
                                                                ----------------------------------------
     Total current liabilities                                       10,518              4,208
                                                                ----------------------------------------
LONG-TERM DEBT, NET OF CURRENT PORTION                               52,887             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                                               (2,702)              (474)
                                                                ----------------------------------------
      Total stockholders' equity                                     20,811             23,000
                                                                ----------------------------------------
TOTAL                                                               $84,216            $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 NINE MONTHS  ENDED SEPTEMBER 30, 2000 AND 1999
(In thousands, except per share  amounts)
                                                                      Three Months Ended           Nine Months Ended
                                                                         September 30,                September 30,
                                                                       2000          1999          2000           1999
REVENUES:

<S>                                                                      <C>           <C>            <C>          <C>
  Casino                                                                 $10,751                     $26,848
  Food and beverage                                                        1,076                       3,069
  Other                                                                      103                         249
                                                                  ----------------------------------------------------------
            Total revenues                                                11,930                      30,165
   Less promotional allowances                                               666                       2,082
                                                                  ----------------------------------------------------------
            Net revenues                                                  11,264                      28,083
                                                                  ----------------------------------------------------------

COSTS AND EXPENSES:
 Direct costs and expenses of operating departments:

    Casino                                                                 7,017                      15,100
    Food and beverage                                                        403                       1,248
    Other                                                                      1                           1
Other operating expenses:
    General and administrative                                             2,820                       7,005
    Preopening expenses                                                        0            44         1,222            119
    Management fees to parent                                                183                         532
    Depreciation and amortization                                            787                       2,015
                                                                  ----------------------------------------------------------
            Total costs and expenses                                      11,210            44        27,123            119
                                                                  ----------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS                                                 54           (44)          960          (119)
                                                                  ----------------------------------------------------------

OTHER (EXPENSE) INCOME
Interest expense                                                          (1,870)       (1,900)       (5,638)        (2,093)
Interest income                                                              226           382           390            382
Interest capitalized                                                           0         1,519           576          1,519
                                                                  ----------------------------------------------------------
     Total other expense                                                 (1,644)             1       (4,672)          (192)
                                                                  ----------------------------------------------------------
LOSS BEFORE BENEFIT FOR TAXES                                            (1,590)          (43)       (3,712)          (311)
BENEFIT  FOR INCOME TAXES INCLUDING                                        (636)          (15)       (1,485)          (109)
                                                                  ----------------------------------------------------------
   COLORADO STATE INCOME TAX
NET LOSS                                                                  ($954)         ($28)      ($2,227)         ($202)
                                                                  ==========================================================

See notes to condensed financial statements
</TABLE>
                                                5
<PAGE>
<TABLE>
<CAPTION>
RIVIERA BLACK HAWK, INC.
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2000
STATEMENTS OF CASH FLOWS (Unaudited)
                                                                                Nine Months Ended      Nine Months Ended
                                                                                September 30, 2000     September 30, 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                           <C>                  <C>
Net loss                                                                                   ($2,227)               ($202)
  Adjustments to reconcile net loss to net cash provided by
    operating activities:
    Depreciation and amortization                                                            2,016
    Provision for bad debts                                                                     31
    Interest expense                                                                         5,638
    Interest paid                                                                           (3,534)
    Capitalized interest on construction projects                                             (577)
    Changes in operating assets and liabilities:
      Decrease (increase) in accounts receivable                                              (428)
      Decrease (increase) in inventories                                                      (152)
      Decrease (increase) in prepaid expenses
          and other assets                                                                     163
      Increase (decrease) in accounts payable                                                 (823)
      Increase (decrease) in  management fees payable                                          532
      Increase (decrease) in accrued liabilities                                             2,926
      Increase (decrease) in deferred income taxes                                          (1,485)
                                                                              ----------------------------------------------
       Net cash  provided by (used in) operating activities                                  2,079                 (202)
                                                                              ----------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures - Black Hawk, Colorado project                                  (13,953)             (15,744)
      Capitalized interest on construction projects                                            577                1,519
      Decrease (increase) Black Hawk, Colorado restricted funds                              9,992              (17,848)
      Purchase of short-term investments                                                                         (5,173)
      Decrease (increase) in other assets                                                      801               (3,718)
                                                                              ----------------------------------------------
       Net cash provided by (used in) investing activities                                  (2,583)             (40,964)
                                                                              ----------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from long-term borrowings                                                      9,831               45,000
      Payments on long-term borrowings                                                      (1,115)
      Advances from (payments to)Riviera Holdings Corporation                                                    (6,241)
      Additional paid in capital                                                                39                2,279
                                                                              ----------------------------------------------
        Net cash  provided by  financing activities                                          8,755               41,038
                                                                              ----------------------------------------------
INCREASE IN CASH AND CASH EQUIVALENTS                                                       $8,251                ($128)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                               1,810                  543
                                                                              ----------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                   $10,061                 $415
                                                                              ==============================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid for Colorado State Income Tax                                                     $100
                                                                              ==============================================
See notes to  condensed financial statements
</TABLE>
                                                6
<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 Company pays a management fee to
Riviera Gaming Management,  Inc. of Colorado, 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 nine months ended September 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 business activity 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 September 30, 2000,  and for the three months and
nine months  ended  September  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 nine
months ended  September 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
                                                7
<PAGE>
assets and liabilities,  disclosure of contingent  assets and liabilities at the
date of the  financial  statements,  and the  reported  amounts of revenues  and
expenses during the reporting period.  Significant estimates used by the Company
include accrued liabilities. Actual results may differ from estimates.

Cash and cash equivalents and short term investments - restricted

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

Revenue Recognition

Casino  Revenue - The Company  recognizes,  as gross  revenue,  the net win from
gaming activities, which is the difference between gaming wins 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 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.  As part of the registration rights agreement dated June 3, 1999
entered  into with the initial  purchaser  of the Notes,  the Company  agreed to
offer to exchange an aggregate  principal amount of up to $45 million of its 13%
First  Mortgage  Notes  due  2005  (the 13%  First  Mortgage  Notes)  for a like
principal amount of its Notes outstanding (the Exchange Offer). The terms of the
13% First Mortgage Notes are identical in all matierial respects to those of the
Notes  (including  principle  amount,  interest rate and  maturity),  except for
certain transfer restrictions and registration rights relating to the Notes. The
Exchange  Offer was  completed on January 4, 2000.  The parent of Riviera  Black
Hawk,  Riviera Holdings  Corporation,  has not guaranteed the 13% 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 Riviera Black Hawk  operations to cover if
                                                8
<PAGE>
(i)the $5.85 million  interest on such 13% First Mortgage  Notes is not paid by
Riviera  Black Hawk and (ii) the amount by which Riviera Black Hawk 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>
The 13% First  Mortgage  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 Notes provide that, in certain  circumstances,  the
Company  must  offer  to  repurchase  the 13%  First  Mortgage  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% First  Mortgage  Notes without a
refinancing.

The Board of Directors has authorized management to repurchase a portion of
the 13% First  Mortgage  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 Notes 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, 2000, the Company
believes that it is in compliance with the covenants.

The 13% First Mortgage Notes bear Contingent Interest based on 5% of cash flow
as defined and total approximately $200,000 as of September 30, 2000.

During the first  quarter of 2000,  Riviera Black Hawk obtained  $9.6 million in
capital lease financing for 60 months at approximately 10.8% for equipment
purchases.
                                                9
<PAGE>
4.  SEGMENT DISCLOSURES

RBH provides Las Vegas-style gaming, amenities and entertainment.  The Company's
two 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  September  30,
1999, accordingly, no comparative data is provided for that period.
<TABLE>
<CAPTION>

                                                                     Food and
        Three Months ended September 30, 2000            Casino      Beverage       All Other       Total
<S>                                                     <C>              <C>             <C>       <C>
Revenues from external customers                        $10,751          $410            $103      $11,264
Intersegment revenues                                                     666                          666
Segment profit                                            3,734             8             102        3,844

                                                                     Food and
         Nine Months ended September 30, 2000            Casino      Beverage       All Other       Total

Revenues from external customers                        $26,848          $987            $249      $28,083
Intersegment revenues                                                   2,082                        2,082
Segment profit (loss)                                    11,748          (261)            248       11,734
</TABLE>

Reconciliation of segment profit to consolidated net income before taxes:
<TABLE>
<CAPTION>
                                                                 Three Months Ended         Nine Months Ended
                                                                       2000                          2000
<S>                                                                   <C>                         <C>
Segment profit                                                        $3,844                      $11,734
Other operating expenses                                               3,790                       10,775
Other expense                                                          1,644                        4,671
                                                                 --------------                -------------
Loss before benefit for taxes                                        ($1,590)                     ($3,712)
</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 September 30, 1999.
Accordingly,  no comparative  data is provided.  The following  table sets forth
certain  operating  information  for the Company  for the three  months and nine
months ended September 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      Nine Months Ended
                                                                            September 30,          September 30,
        Income Statement Data:                                                  2000                    2000
                                                                       -----------------------------------------------
        Revenues:
<S>                                                                                      <C>                    <C>
          Casino                                                                         95.4%                  95.6%
          Food and beverage                                                               9.6%                  10.9%
          Other                                                                           0.9%                   0.9%
          Less promotional allowances                                                    -5.9%                  -7.4%
                                                                       -----------------------------------------------
          Net Revenues                                                                  100.0%                 100.0%
        Costs and Expenses:
            Casino                                                                       65.3%                  56.2%
            Food and beverage                                                            37.4%                  40.7%
            Other                                                                         1.0%                   0.4%
            General and administrative                                                   25.0%                  24.9%
            Management fees                                                               1.6%                   1.9%
            Preopening Expenses - Black Hawk, Colorado Project                            0.0%                   4.4%
            Depreciation and amortization                                                 7.0%                   7.2%
                                                                       -----------------------------------------------
                    Total costs and expenses                                             99.5%                  96.6%
        Income from operations                                                            0.5%                   3.4%
                                                                       -----------------------------------------------
        Interest expense                                                                -16.6%                 -20.1%
        Interest income                                                                   2.0%                   1.4%
        Interest, capitalized                                                             0.0%                   2.1%
        Income before provision  for income  taxes                                      -14.1%                 -13.2%
                                                                       -----------------------------------------------
        Provision  for income taxes                                                      -5.6%                  -5.3%
        Net Loss                                                                         -8.5%                  -7.9%
                                                                       -----------------------------------------------
                                                                       -----------------------------------------------
        EBITDA (1)  Margin                                                                9.1%                  16.8%
                                                                       -----------------------------------------------
                                                                       -----------------------------------------------
        Net cash provided by operating activities                                         8.0%                   7.4%
                                                                       -----------------------------------------------
</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 accounting  principles  generally  accepted in the
United States of America 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 as a percent of net revenues.  The Company's definition of EBITDA may not
be comparable to other companies' definitions.
                                                11
<PAGE>
Three Months Ended September 30, 2000 Compared to Three Months Ended September
30, 1999.  Operations Commenced February 4, 2000

Special Factors Effecting Comparability

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

Revenues

Riviera  Black Hawk  Casino  opened for  business in Black  Hawk,  Colorado,  on
February 4, 2000. Net revenues for the third quarter ending  September 30, 2000,
totaled $11.3 million.  Casino revenues were $10.8 million or 95.4% of total net
revenues.  In the casino $10.3  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 $1.1 million of which  approximately  $670,000 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 $7.4 million.
Casino expenses were $7.0 million,  or 65.3% of casino revenues.  These expenses
were primarily payroll and related,  gaming tax and license, and marketing.  The
Colorado  gaming tax is graduated  beginning  July 1 of the State's fiscal year.
Industry  practice  requires  that the  gaming  taxes be spread  over the twelve
months on an average  basis.  Based on an average rate for Riviera Black Hawk of
approximately 17 per cent, the amounts included in expense for the third quarter
are  approximately $1 million more than the graduated rates.  After  promotional
allowances of approximately  $800,000 were  transferred to the casino,  food and
beverage  expenses  were  approximately  $400,000,  or 37.4%  of gross  food and
beverage revenues.

Other Operating Expenses

General and administrative expenses were $2.8 million, or 25.0% of net revenues.
General and administrative  expenses consist mainly of payroll and related taxes
and benefits.  Management fees to its parent were approximately $183,000.  Those
fees are due to Riviera Holdings Corporation and are based on a percentage of
net revenues and EBITDA.

Other Income (Expense)

In June 1999,  Riviera Black Hawk completed a $45 million private placement of
13% First Mortgage  Notes. On January 4, 2000, the Exchange Offer to exchange
an aggregate  principal amount of up to $45 million of 13 % First Mortgage Notes
for a like principal  amount of the Notes was  consummated.  Interest expense on
those notes of approximately $1.9 million,  was recorded in the third quarter of
2000 and 1999.  In 1999,  appoximately  $1.5  million of  interest  expense  was
capitalized. Interest income, on investments from the unused proceeds of the 13%
First Mortgage Notes, was  approximately  $230,000,  a decrease of approximately
$150,000 from the same period in 1999.
                                                12
<PAGE>
Net Income (Loss)

The net loss for the three months ended September 30, 2000, was $950,000 or 8.5%
of net revenues.  The benefit from income taxes includes the normal 35% benefit
for federal taxes and 5% for Colorado State Income Tax.

EBITDA

EBITDA for the three months ended  September 30, 2000,  was  approximately  $1.0
million, or 9.1% of net revenues.

Nine Months Ended September 30, 2000 Compared to Nine Months Ended September 30,
1999.  Operations Commenced February 4, 2000


Special Factors Effecting Comparability

Riviera Black Hawk, Inc. was in the development  stage at September 30, 1999.
Accordingly,  no comparative operating 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  September 30, 2000,  totaled $28.1 million.  Casino  revenues were $26.8
million or 95.6% of total net revenues. In the casino $25.5 million of the total
was slot machine revenues with the balance of $1.3 million provided by casino
table games. Food and Beverage revenues were  approximately $3.1 million of
which $2.1 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  $16.3
million. Casino expenses were $15.1 million, or 56.2% of casino revenues.  These
expenses were primarily payroll and related taxes and benefits, gaming taxes and
licenses,  and marketing.  After  promotional  allowances of approximately  $2.5
million  were  transferred  to the casino,  food and beverage  expenses  totaled
approximately $1.2 million, or 40.7% of gross food and beverage revenues.

Other Operating Expenses

General and administrative expenses were $7.0 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 $530,000. Those fees are due to Riviera  Holdings
Corporation and are based on a percentage of net revenues and EBITDA.

Depreciation for the period was $2.0 million and was based on the total property
cost of approximately $54.0 million.
                                                13
<PAGE>
Other Income (Expense)

In June 1999,  Riviera Black Hawk completed a $45 million private placement
of 13% First Mortgage  Notes.  On January 4, 2000 the Exchange Offer to exchange
an aggregate  principal  amount of up to $45 million of 13% First Mortgage Notes
for a like principal  amount of the Notes was  consummated.  Interest expense on
those notes and other debt of  approximately  $5.6 million,  was recorded in the
nine months of 2000  compared to $2.1 million for the nine months ended of 1999.
Contingent  interest,  based  on  5%  of  cash  flow  as  defined  and  totaling
approximately  $200,000 is  included in interest  expense for the nine months of
2000.  Interest income, on investments from the unused proceeds of the 13% First
Mortgage  Notes,  was $390,000 for the nine months of 2000  compared to $382,000
for the nine months of 1999.

Capitalized  interest was $577,000 on the project for the period January 1, 2000
through  February 3, 2000.  Capitalized  interest of $1.5  million in 1999
included  capitalized interest realized by Riviera Holdings Corporation and is a
component of their investment in Riviera Black Hawk.

Net Loss

The net loss for the nine months ended  September 30, 2000,  was $2.2 million or
7.9% of net  revenues. The benefit from income  taxes  includes  the  normal 35%
provision for federal taxes and 5% for Colorado State Income Tax.

EBITDA

EBITDA for the period ended  September 30, 2000,  was $4.7 million,  or 16.8% of
net revenues. Preopening expenses of $1.2 million are not included in the EBITDA
calculation.

Liquidity and Capital Resources

At September 30, 2000,  the RBH had cash and cash  equivalents of $10.1 million.
The Company had working capital of  approximately  $1.0 million and shareholders
equity of $20.8 million.

The Company's net cash provided by operating  activities was approximately  $2.1
million for the period ending September 30, 2000.  Management  believes that the
$10.1 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%  First  Mortgage  Notes  at  maturity  on  May  1,  2005.
Accordingly, the ability of the Company to repay the 13% First Mortgage 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% First Mortgage  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%
First Mortgage 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.
                                                14
<PAGE>
The 13% First  Mortgage Notes provide that, in certain  circumstances,  the
Company  must  offer  to  repurchase  the 13%  First  Mortgage  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% First  Mortgage  Notes without a
refinancing.

The 13% First Mortgage  Notes contain  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,  2000,  the Company believes that it is in compliance with the
covenants of the 13% First Mortgage Notes.
                                                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  September  30,  2000,  we  had  $54.5  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
$.6 million in a special  improvement  district  bond  offering with Black Hawk,
Colorado.  The Company's  share of the debt on the SID bonds is payable over ten
years  beginning in January 2000.  The special  improvement  district bonds bear
interst at 5.5%. Other  borrowings  include a vehicle loanof $20,000 maturing in
2004 with an  interest  rate of 9.0% and  capital  leases in the  amount of $9.6
million at a weighted average interest rate of 10.8% payable over sixty months.
<TABLE>
<CAPTION>
Interest Rate Sensitivity

Principal (Notational Amount by Expected Maturity)
Average Interest Rate
(000's)                                                                                                         Fair Value
                                      2000      2001      2002      2003      2004     Thereafter     Total     at 9/30/00

Long Term Debt Including Current Portion
Equipment loans

<S>                                    <C>       <C>       <C>     <C>       <C>          <C>           <C>          <C>
Black Hawk, Colorado                   $   2     $  10     $   8                                       $   20       $    20
Average interest rate                  11.2%     11.2%     11.2%
Capital leases
 Black Hawk, Colorado                 $  681   $ 1,600   $ 1,777   $ 1,973   $ 2,191     $    656     $ 8,878     $   8,878
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     $    350      $  629      $    629
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     $  46,125
Average interest rate                                                                       13.0%

</TABLE>
                                                16
<PAGE>
Forward Looking Statements

This  report  includes  forward-looking  statements  within the  meaning of
Section 21E of the  Securities  Exchange Act of 1934, as amended.  Statements in
this  report  regarding  future  events  or  conditions,   including  statements
regarding  industry  prospects and the Company's  expected  financial  position,
business and  financing  plans,  are  forward-looking  statements.  Although the
Company  believes  that  the  expectations  reflected  in  such  forward-looking
statements are reasonable,  it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ  materially from the Company's  expectations are disclosed in this report
as well as the Company's most recent annual report on Form 10-K, and include the
Company's substantial  leverage,  the risks associated with the expansion of the
Company's  business,  as  well  as  factors  that  affect  the  gaming  industry
generally.   Readers  are  cautioned  not  to  place  undue  reliance  on  these
forward-looking  statements, which speak only as of their dates. The Company
undertakes no obligations to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

                                                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 Officer
                                            And Director

                                            Date: November 13, 2000


                                                18