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, 2001
                               -----------------------------------------------
                                           OR

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

For the transition period from                      to
                               --------------------   ------------------------

                             Commission file number  333-8163
                               ---------------------------

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

           Colorado                                              86-0886265
------------------------------------------------------------------------------
(State or other jurisdiction                                   (IRS Employer
of incorporation or organization)                            Identification No.)

2901 Las Vegas Boulevard South, Las Vegas, Nevada                89109
------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number,
  including area code                                (702) 794-9527
------------------------------------------------------------------------------

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes----- No-----


                 APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                        PROCEEDINGS DURING THE LAST FIVE YEARS

         Indicate  by  check  mark   whether  the   Registrant   has  filed  all
documentation  and  reports  required to be filed by Section 12, 13, or 15(d) of
the Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
Yes       No
    ----     -------

                     APPLICABLE ONLY TO CORPORATE REGISTRANTS

         Indicate the number of shares  outstanding of each of the  Registrant's
classes of common stock, as of the latest practicable date.

         The Registrant's  Common Stock is owned 100% indirectly by its ultimate
parent Riviera  Holdings  Corporation,  a reporting  company.  As of November 9,
2001,  the number of  outstanding  shares of the  Registrant's  Common Stock was
1,000.




<PAGE>


                             Riviera Black Hawk, Inc.

INDEX

                                                                        Page
PART I.  FINANCIAL INFORMATION

Item 1.    Financial Statements

Independent Accountants' Report                                            2

Condensed Balance Sheets at September 30, 2001 (Unaudited)  and
December 31, 2000                                                          3

Condensed Statements of Operations (Unaudited) for the
Three Months and Nine Months ended September 30, 2001 and 2000             4

Condensed Statements of Cash Flows (Unaudited) for the
Three Months and Nine Months ended September 30, 2001 and 2000             5

Notes to Condensed Financial Statements (Unaudited)                        6

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                        10

Item 3.  Quantitative and Qualitative Disclosure About Market Risk        16


PART II.  OTHER INFORMATION

Signature Page                                                            18






                                                1
<PAGE>






INDEPENDENT ACCOUNTANTS' REPORT


To the Board of Directors
Riviera Black Hawk, Inc.

We have reviewed the accompanying condensed balance sheet of Riviera Black Hawk,
Inc.,  (the  "Company")  as of  September  30, 2001,  and the related  condensed
statements of operations  and of cash flows for the three months and nine months
ended  September  30,  2001  and  2000.  These  financial   statements  are  the
responsibility of the Company's management.

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

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

We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United  States of America,  the balance  sheet of Riviera  Black
Hawk,  Inc. as of December 31, 2000,  and the related  statements of operations,
stockholders'  equity,  and cash flows for the year then  ended  (not  presented
herein);  and in our report dated February 14, 2001, we expressed an unqualified
opinion on those financial statements. In our opinion, the information set forth
in the accompanying  condensed  balance sheet as of December 31, 2000, is fairly
stated, in all material respects, in relation to the balance sheet from which it
has been derived.

DELOITTE & TOUCHE LLP

October 24, 2001
Las Vegas, Nevada






                                                2
<PAGE>
<TABLE>
<CAPTION>
RIVIERA BLACK HAWK, INC.
 BALANCE SHEETS
(In Thousands, except share amounts)
------------------------------------------------------------------------------------
                                                     September 30,     December 31,
                                                          2001              2000
ASSETS                                                 (unaudited)
CURRENT ASSETS:
<S>                                                      <C>                <C>
   Cash and cash equivalents                       $    10,727        $    7,744
   Accounts receivable, Net                                299               165
   Inventories                                             182               270
   Prepaid expenses and other assets                       486               565
                                               ---------------------------------
       Total current assets                             11,694             8,744

PROPERTY AND EQUIPMENT, Net                             67,946            68,505
OTHER ASSETS, Net                                        2,121             2,085
DEFERRED INCOME TAXES                                    2,031             2,125
                                               ---------------------------------
TOTAL                                              $    83,792       $    81,459
                                               =================================

LIABILITIES AND SHAREHOLDER'S EQUITY

CURRENT LIABILITIES:
   Current portion of long-term debt               $     1,910        $    1,770
   Accounts payable                                      4,392             4,213
   Accrued interest                                      2,536             1,162
   Accrued expenses                                      1,861             1,180
   Payable to Parent                                     2,753             1,064
                                               ---------------------------------
     Total current liabilities                          13,452             9,389
                                               ---------------------------------
LONG-TERM DEBT, Net of Current Portion                  40,861            45,777
                                               ---------------------------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDER'S EQUITY:
Common stock ($.001 par value; 10,000 shares
 authorized; 1,000 shares issued and outstanding)
Additional paid-in capital                              32,758            29,713
Accumulated deficit                                    (3,279)           (3,420)
                                               ---------------------------------
      Total stockholders' equity                        29,479            26,293
                                               ---------------------------------
TOTAL                                              $    83,792       $    81,459
                                               =================================
See notes to condensed  financial statements
</TABLE>

                                                3
<PAGE>
<TABLE>
<CAPTION>
RIVIERA BLACK HAWK, INC.
STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share  amounts)
                                                            Three Months Ended       Nine Months Ended
                                                              September 30,            September 30,
REVENUES:                                                    2001         2000         2001        2000
<S>                                                          <C>            <C>        <C>         <C>
  Casino                                                  $ 12,693       $8,981     $ 34,640    $ 24,434
  Food and beverage                                          1,431        1,076        3,938       3,069
  Entertainment                                                134            0          225           0
  Other                                                        116          103          350         249
                                                        -------------------------------------------------
            Total revenues                                  14,374       10,160       39,153      27,752
   Less promotional allowances                                 896          666        2,715       2,082
                                                        -------------------------------------------------
            Net revenues                                    13,478        9,494       36,438      25,670
                                                        -------------------------------------------------

COSTS AND EXPENSES:
 Direct costs and expenses of operating departments:
    Casino                                                   5,939        5,247       17,041      12,686
    Food and beverage                                          697          403        1,492       1,248
    Entertainment                                               36            0           67           0
    Other                                                        0            1            0           1
Other operating expenses:
    General and administrative                               3,157        2,820        8,829       7,005
    Preopening expenses                                          0            0            0       1,222
    Management fees to parent                                  390          183          992         532
    Depreciation and amortization                              962          787        2,766       2,016
                                                        -------------------------------------------------
            Total costs and expenses                        11,181        9,440       31,187      24,710
                                                        -------------------------------------------------
INCOME FROM OPERATIONS                                       2,297           54        5,251         960
                                                        -------------------------------------------------
OTHER (EXPENSE) INCOME
Interest expense                                           (1,616)      (1,870)      (5,089)     (5,638)
Interest income                                                 20          226           73         390
Interest capitalized                                             0            0            0         576
                                                        -------------------------------------------------
     Total other expense                                   (1,596)      (1,644)      (5,016)     (4,672)
                                                        -------------------------------------------------
INCOME (LOSS) BEFORE BENEFIT (PROVISION) FOR
 INCOME TAXES                                                  701      (1,590)          235     (3,712)
BENEFIT (PROVISION) FOR INCOME TAXES INCLUDING
 COLORADO STATE INCOME TAX                                     280        (636)           94     (1,485)
                                                        -------------------------------------------------
NET INCOME (LOSS)                                            $ 421      $ (954)        $ 141   $ (2,227)
                                                        =================================================

See notes to condensed financial statements
</TABLE>

                                                4
<PAGE>
<TABLE>
<CAPTION>
RIVIERA BLACK HAWK, INC.
STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)
                                                                   Three Months     Three Months     Nine Months      Nine Months
                                                                       Ended            Ended           Ended            Ended
CASH FLOWS FROM OPERATING ACTIVITIES:                              September 30,    September 30,    September 30,    September 30,
                                                                       2001             2000             2001              2000
<S>                                                                     <C>             <C>                <C>           <C>
Net  income (loss)                                                 $       421     $     (954)        $      141    $     (2,227)
 Adjustments to reconcile net income (loss) to
   net cash provided by operating activities:
    Depreciation and amortization                                          962             787             2,766            2,016
    Provision for bad debts                                                 47               8                64               31
    Interest expense                                                     1,616           1,870             5,089            5,638
    Interest paid                                                        (232)           (232)           (3,153)          (3,534)
    Capitalized  interest on  construction  projects                                                                        (577)
    Changes in operating assets and liabilities:
      Decrease (increase) in accounts receivable                         (111)           (172)             (198)            (428)
      Decrease (increase) in inventories                                    27            (19)                89            (152)
      Decrease (increase) in prepaid expenses
        and other assets                                                    68             182                78              163
      Increase (decrease) in accounts payable                              721           (661)             (245)            (823)
      Increase (decrease) in payable to parent                             465             183             1,552              532
      Increase (decrease) in accrued liabilities                           873           2,238               681            2,926
      Increase (decrease) in current income taxes payable
      Increase (decrease) in deferred income taxes                         281         (2,334)                94          (1,485)
                                                                 ------------------------------------------------------------------
       Net cash  provided by operating activities                        5,138             896             6,958            2,081
                                                                 ------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Capital expenditures                                               (613)           (525)           (2,207)         (13,953)

      Capitalized interest on construction projects                                                                           577
      Decrease (increase) restricted funds                                               1,689                              9,992
      Decrease (increase) in other assets                                 379              794              (36)              801
                                                                 ------------------------------------------------------------------
       Net cash provided by (used in) investing activities              (234)            1,958           (2,243)          (2,583)
                                                                 ------------------------------------------------------------------

 CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from long-term borrowings                                                    212                              9,831
     Payments on long-term borrowings                                   (428)            (713)           (1,277)          (1,115)
     Purchases of 1st Mortgage Notes - Black Hawk                     (1,000)                            (3,500)
      Additional paid in capital                                                                           3,045               39
                                                                 ------------------------------------------------------------------
        Net cash  provided by (used in) financing activities          (1,428)            (501)           (1,732)            8,755
                                                                 ------------------------------------------------------------------
INCREASE IN CASH AND CASH EQUIVALENTS                                   3,476            2,353             2,983            8,251
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                    $     7,251      $     7,708       $     7,744      $     1,810
                                                                 ------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                          $    10,727      $    10,061       $    10,727      $    10,061
                                                                 ==================================================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
 Cash Paid for Colorado State Income Tax                                                                              $       100
                                                                                                                     ==============
See notes to condensed financial statements
</TABLE>

                                                5
<PAGE>
NOTES TO  FINANCIAL STATEMENTS (UNAUDITED)


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

On August 18,  1997,  Riviera  Black Hawk,  Inc.  (the  "Company"  or "RBH") was
formed.  The Company is a wholly-owned  indirect  subsidiary of Riviera Holdings
Corporation. The parent of the Company is Riviera Operating Corporation. Riviera
Black Hawk, Inc. was in the  development  stage during the first quarter of 2000
until  February 4, 2000 when it opened the casino.  Accordingly,  the results of
operations for the fiscal 2001 and 2000 periods may not be comparable.

Nature of Operations

The primary  line of business  of the  Company is the  operation  of the Riviera
Black Hawk  Casino in Black Hawk,  Colorado.  Casino  operations  are subject to
extensive  regulation  in the State of Colorado by the Colorado  Limited  Gaming
Control Commission and various other state and local regulatory agencies.

Principles of Presentation

The  financial  information  at September  30,  2001,  and for each of the three
months and nine months ended September 30, 2001 and 2000 is unaudited.  However,
such information reflects all adjustments (consisting solely of normal recurring
adjustments)  that are,  in the  opinion  of  management,  necessary  for a fair
presentation of the financial  position,  results of operations,  and cash flows
for those interim  periods.  The results of operations  for the three months and
nine months  ended  September  30, 2001 are not  necessarily  indicative  of the
results that will be achieved for the entire year.

These  financial  statements  should  be read in  conjunction  with the  audited
financial statements and notes thereto as of and for the year ended December 31,
2000, included in the Company's Annual Report on Form-10K.

Earnings Per Share

The Company is a wholly-owned subsidiary of Riviera Holdings Corporation.  There
are no  publicly  traded  shares of the  Company's  stock.  In  accordance  with
Financial  Accounting  Standards No. 128  "Earnings Per Share",  no earnings per
share data is presented herein.

                                                6
<PAGE>
Estimates and Assumptions

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

Cash and cash equivalents

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

Revenue Recognition

Casino  Revenue - The Company  recognizes,  as gross  revenue,  the net win from
gaming  activities,  which is the difference between gaming wins after deducting
losses, participation payments and  loyalty  club  points and  incentive  coupon
payments paid in cash.

Reclassifications

Certain amounts have been reclassified in the accompanying  financial statements
to conform with the current period presentation.

Recently Adopted Accounting Standards

Recently Issued Accounting Standards - The Financial Accounting Standards Board,
("FASB") issued Statement of Financial  Accounting  Standard,  ("SFAS") No. 133,
"Accounting  for  Derivatives,"  which is effective  for fiscal years  beginning
after June 15, 2000. This statement defines derivatives and requires qualitative
disclosure of certain  financial and descriptive  information  about a company's
derivatives.  The Company  adopted SFAS No. 133 in the quarter  ending March 31,
2001.  The  adoption  of this  SFAS  133 had no  impact  on the  Company  or the
Company's consolidated financial statements.

The Emerging  Issues Task Force ("EITF") of the American  Institute of Certified
Public  Accountants  issued EITF No. 00-22 Titled  "Accounting  for "Points" and
Certain Other Timed-Based  Sales Incentive Offers,  and Offers for Free Products
or  Services  to Be  Delivered  in the  Future" on January  18,  2001.  The EITF
concluded  that  when a  company  or vendor  offers  to a  customer  (a) free or
discounted  products or services that will be delivered (either by the vendor or
by  another  unrelated  entity)  at a future  date  (1) as a result  of a single
revenue  transaction  with the customer or (2) only if the customer  completes a
specified  cumulative level of revenue transactions with the vendor or remains a
customer of the vendor for a specified time period and (b) a rebate or refund of
a determinable cash amount only if the customer completes a specified cumulative
level of revenue  transactions  with the  vendor or  remains a  customer  of the

                                                7
<PAGE>
vendor for a  specified  time  period,  such  rebates  should be  reported  as a
reduction  of  revenues.  This EITF was  required  to be adopted by the  Company
during the first  quarter  of 2001.  As a result of  adopting  EITF  00-22,  the
Company  reclassified  approximately $1.5  million  of such "Points" from Casino
operating  expense to net against Casino  revenues for  the  nine  months  ended
September 30, 2000  and  $1.1 million  for  the three months ended September 30,
2000.

The EITF of the American  Institute of Certified Public  Accountants issued EITF
No. 00-14 titled "Accounting for Certain Sales Incentives" on April 18,2001. The
EITF  concluded  that  when a company  or  vendor  offers  its  customers  sales
incentives including discounts,  coupons, rebates and free products or services,
such sales  incentives  should be reported as a reduction of revenues.  The EITF
concluded  that when a company or vendor offers its customers  sales  incentives
including discounts, coupons, rebates, and free products or services, such sales
incentives should be reported as a reduction of revenues. This EITF was required
to be adopted by the Company during the fourth  quarter of 2001.  Early adoption
is permitted. The Company chose to adopt this EITF in the first quarter of 2001.
As a result of adopting  EITF  00-14,  the  Company  reclassified  approximately
$896,200 of such sales incentive  offers "Cash  Vouchers" from Casino  operating
expense to net against Casino  revenues for the nine months ended  September 30,
2000 and $653,600 for the three months ended September 30, 2000.

Recently Issued Accounting Standards

In July 2001, the FASB issued SFAS No. 141,  "Business  Combinations."  SFAS 141
requires the purchase method of accounting for business  combinations  initiated
after June 30, 2001 and eliminates the pooling-of-interests  method. The Company
does not believe that the adoption of SFAS 141 will have a significant impact on
its financial statements.

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

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

                                                8
<PAGE>
The FASB  issued  SFAS No. 144  "Accounting  for the  Impairment  or Disposal of
Long-Lived   Assets"  in  August  of  2001.  This  Statement  address  financial
accounting and reporting for the impairment or disposal of long-lived assets and
supersedes  FASB Statement No. 121,  Accounting for the Impairment of Long-Lived
Assets and for  Long-Lived  Assets to Be  Disposed  Of, and the  accounting  and
reporting   provisions  of  APB  Opinion  No.  30,   Reporting  the  Results  of
Operations-Reporting  the Effects of  Disposal  of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions,  for
the disposal of a segment of a business (as previously defined in that Opinion).
This Statement also amends ARB No. 51,  Consolidated  Financial  Statements,  to
eliminate the exception to  consolidation  for a subsidiary for which control is
likely to be  temporary.  The  provisions  of this  Statement  are effective for
financial  statements issued for fiscal years beginning after December 15, 2001,
and  interim  periods  within  those  fiscal  years.  The  Company is  currently
assessing,  but  has not yet  determined  the  impact  of  SFAS  No.  144 on its
financial position and results of operations.

2.       LONG TERM DEBT AND COMMITMENTS

On June 3, 1999, the Company closed a $45 million private placement of 13% First
Mortgage  Notes.  The net  proceeds  of the  placement  were  used  to fund  the
completion of RBH's casino project in Black Hawk,  Colorado.  The parent of RBH,
Riviera Holdings Corporation,  has not guaranteed the $45 million RBH Notes, but
has agreed to a "Keep Well" of $5 million per year (or an  aggregate  limited to
$10  million)  for the  first 3 years of RBH  operations  to cover (i) the $5.85
million  interest  on such Notes if 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

On February 14, 2001, the Company contributed  approximately $3.0 million to RBH
under this  agreement for the Operating  Period No. 1. The amount has been shown
as Additional  Paid in Capital.  The nine month  results of 2001 indicate  there
will be no Keep Well amounts due on an annualized basis.

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

The 13% First  Mortgage Note  Indenture  provides that the Company must offer to
repurchase  the 13% Notes upon the  occurrence of a change of control or certain
other events.  In the event of such mandatory  redemption or repurchase prior to
maturity,  the Company  would be unable to pay the  principal  amount of the 13%
Notes without a refinancing. The Board of Directors has authorized management to
repurchase  a  portion  of the 13%  Notes on the open  market  or in  negotiated
transactions from time to time under the Permitted Investments provisions of the
indenture.

                                                9
<PAGE>
The 13% First Mortgage Note Indenture  contains certain  covenants,  which limit
the ability of the Company and its restricted  subsidiaries,  subject to certain
exceptions,  to: (1) incur additional indebtedness;  (ii) pay dividends or other
distributions,   repurchase   capital   stock  or  other  equity   interests  or
subordinated   indebtedness,   (iii)  enter  into  certain   transactions   with
affiliates;  (iv) create certain liens; sell certain assets;  and (v) enter into
certain  mergers  and  consolidations.  As a result of these  restrictions,  the
ability of the Company to incur additional indebtedness to fund operations or to
make  capital  expenditures  is  limited.  In the  event  that  cash  flow  from
operations  is  insufficient  to cover cash  requirements,  the Company would be
required to curtail or defer certain of their capital expenditure programs under
these  circumstances,  which  could  have an  adverse  effect  on the  Company's
operations. At September 30, 2001, the Company believes that it is in compliance
with the covenants.

3. SEGMENT REPORTING

The Company is one of the reportable geographic segments of its parent,  Riviera
Holdings Corporation,  and markets directly to residents of metropolitan Denver,
Colorado. Accordingly, it operates in a single segment. Management believes that
substantially  all revenues  are derived from patrons  visiting the Company from
the Denver  metropolitan  area.  Revenues  from a foreign  country or region may
exceed 10 percent of all reported segment revenues;  however, the Company cannot
identify such information, based upon the nature of gaming operations.

4. MANAGEMENT AGREEMENTS

RBH operates under a management  agreement (the RBH Management  Agreement)  with
Riviera  Gaming  Management of Colorado,  Inc.  (the  Manager),  a  wholly-owned
subsidiary  of Riviera  Holdings  Corporation,  which,  in  exchange  for a fee,
manages RBH. The management fee consists of a revenue fee and a performance fee.
The  revenue  fee is based on 1 percent  of net  revenues  (gross  revenue  less
complimentaries)  and is paid quarterly in arrears. The performance fee is based
on the  following  percentages  of EBITDA,  whose  components  are derived  from
amounts computed using generally accepted accounting principles:  (1) 10 percent
of EBITDA  from $5 million  to $10  million,  (2) 15 percent of EBITDA  from $10
million to $15  million,  and (3) 20 percent of EBITDA in excess of $15 million.
The performance fee is based on the preceding quarterly  installments subject to
year-end  adjustment.  The management fee began on February 4, 2000, the date of
the opening of the Riviera Black Hawk Casino.  If there is any default under the
RBH Management Agreement, the Manager will not be entitled to receive management
fees but will still be entitled to inter-company  service fees. At September 30,
2001, RBH had accrued but not paid, and the Manager had  recognized,  management
fees of $1.5  million.  Management  fees for the  three  and nine  months  ended
September  30, 2001 and 2000 were  $389,900 and $182,400  (for the three months,
respectively)  and $991,700 and  $531,700  (for the nine months,  respectively).
These management fees are eliminated in consolidation.  Additionally,  there are
approximately $1.2 million in intercompany charges and interest due to parent.

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

Three Months Ended September 30, 2001 Compared to Three Months Ended September
30, 2000

                                                10
<PAGE>
Special Factors Affecting Comparability

Riviera Black Hawk, Inc. was in the  development  stage during the first quarter
of 2000 until  February  4, 2000 when it opened  the  casino.  Accordingly,  the
results of  operations  for the fiscal 2001 and fiscal  2000  results may not be
comparable.

Revenues

Net revenues increased by approximately $4.0 million or 42.0%, from $9.5 million
in 2000 to $13.5 million in 2001.  Casino revenues were $9.0 million in 2000 and
$12.7 million in 2001 as win per slot machine per day increased from $118 in the
third quarter of 2000 to $155 in 2001.

Food and beverage  revenues  were  approximately  $1.4 million in 2001, of which
$803,000  was  complimentary  (promotional  allowance).  The World's Fare Buffet
restaurant replaced the coffee shop in the fourth quarter 2000 and has served as
a  marketing  tool  increasing  customer  traffic and slot volume over the third
quarter of 2000 when the restaurant was a coffee shop.  Entertainment revenue of
$134,000  was  generated  in the third  quarter of 2001 for concerts and special
events.  There were no  concerts  in 2000.  Other  revenues  increased  12.6% to
$116,000.

Direct Costs and Expenses of Operating Departments

Casino expenses were approximately $5.9 million,  or 46.5% of casino revenues in
the third quarter of 2001 compared with $5.2 million or 57.8% of casino revenues
in  2000.  In  2001  the  marketing  effort  was  strengthened  to  target  high
denomination  slot  players  with  additional  VIP  and  direct  mail  marketing
resulting  in  increased   membership  in  the  slot  club.  Food  and  beverage
complimentary revenues are recorded as promotional allowances. The costs of food
and beverage  complimentaries  are allocated to the department  authorizing  the
complimentary.

Other Operating Expenses

General and administrative expenses were approximately $3.2 million, or 23.4% of
net  revenues  for  2001  compared  with  29.7% of net  revenues  in 2000 due to
increased  property  tax and  insurance  expense  for health  insurance  claims.
Depreciation  and  amortization  increased  from $787,000 in 2000 to $962,000 in
2001.

Income from Operations

Income from  operations in Black Hawk,  Colorado  increased  approximately  $2.3
million as a result of increased  direct  marketing and promotion for the casino
in the  third  quarter  of  2001.  In  2000,  these  programs  had not yet  been
instituted  because  business volume was being generated  solely by the "newness
factor" of the property.

                                                11
<PAGE>
EBITDA

Riviera  Black  Hawk  EBITDA,  as  defined,  was $3.6  million,  or 27.1% of net
revenues in the third quarter of 2001 compared with $1.0 million,  or 10.8%,  of
net revenues in 2000 for the reasons discussed above.

Nine Months Ended September 30, 2001 Compared to Nine Months Ended September 30,
2000 including results of operations that commenced on February 4, 2000.

Special Factors Effecting Comparability of Results of Operations

The Riviera  Black Hawk was in the  development  stage  during the first half of
2000 until February 4, 2000 when it opened the casino. Accordingly,  the results
of operations for the fiscal 2001 and fiscal 2000 results may not be comparable.

Revenues

Net revenues  increased by  approximately  $10.8 million,  or 42.0%,  from $25.7
million in 2000 to $36.4 million in 2001.  Casino revenues were $24.4 million in
2000 and $34.6  million in 2001 as win per slot machine per day  increased  from
$110 in the 2000 to $149 in 2001.

Food and beverage  revenues  were  approximately  $3.9 million in 2001, of which
$2.6 million was complimentary  (promotional allowance). The World's Fare Buffet
restaurant  replaced the coffee shop in fourth  quarter 2000 and has served as a
marketing tool increasing  customer  traffic and slot volume over second quarter
of 2000 when the restaurant was a coffee shop. Entertainment revenue of $225,000
was generated in 2001 for concerts and special events. There were no concerts in
2000. Other revenues increased 40.8% to $350,000.

Direct Costs and Expenses of Operating Departments

Casino expenses were approximately $17.0 million, or 49.1% of casino revenues in
2001 compared  with $12.7  million or 52.0% of casino  revenues in 2000. In 2001
the  marketing  effort  was  strengthened  to target  higher  end  players  with
additional  VIP and direct mail marketing  resulting in increased  membership in
the  slot  club.  Food and  beverage  complimentary  revenues  are  recorded  as
promotional  allowances.  The  costs of food and  beverage  complimentaries  are
allocated to the department authorizing the complimentary.

Other Operating Expenses

General and administrative expenses were approximately $8.8 million, or 24.2% of
net  revenues  for 2001  compared  with $7.0 million or 27.3% of net revenues in
2000.  Depreciation and amortization increased from $2.0 million in 2000 to $2.8

                                                12
<PAGE>
million in 2001. Results  between  fiscal  2001  and  2000  are  not necessarily
comparable due to the fact  that Riviera Black Hawk  was in  a development stage
until February 4, 2000.

Income from Operations

Income from  operations in Black Hawk,  Colorado  increased  approximately  $4.3
million due to  increased  revenues as a result of  increased  direct  costs for
marketing and promotion for the casino in 2001. In 2000,  these programs had not
yet been instituted  because  business volume was being generated  solely by the
"newness factor" of the property.

 EBITDA

Riviera  Black  Hawk  EBITDA,  as  defined,  was $9.0  million,  or 24.7% of net
revenues for nine months ended September 30, 2001 compared with $4.7 million, or
18.4% of net revenues in 2000.

Liquidity and Capital Resources

At September 30, 2001, RBH had cash and cash  equivalents of $10.7 million.  The
Company had net shareholder's equity of $29.5 million.

The Company's net cash provided by operating  activities was approximately  $7.0
million for the nine months ended  September 30, 2001.  Management believes that
the $10.7 million in cash and cash equivalents  will  be sufficient to cover the
Company's budgeted capital  expenditures for the next 12 months of approximately
$2.4 million.

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, 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
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

                                                13
<PAGE>
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,  2001,  the
Company believes that it is in compliance with the covenants.

During the first nine months of 2001,  the company  repurchased  $3.5 million of
the 13% First Mortgage Notes at par.

Recently Adopted Accounting Standards

Recently Issued Accounting Standards - The FASB issued SFAS No. 133, "Accounting
for  Derivatives,"  which is effective for fiscal years beginning after June 15,
2000. This statement defines derivatives and requires qualitative  disclosure of
certain financial and descriptive information about a company's derivatives. The
Company  adopted SFAS No. 133 in the  quarter ended March 31, 2001. The adoption
of this SFAS 133 had no  impact on the  Company  or the  Company's  consolidated
financial statements.

The EITF of the American  Institute of Certified Public  Accountants issued EITF
No. 00-22 Titled  "Accounting for "Points" and Certain Other  Timed-Based  Sales
Incentive  Offers,  and Offers for Free  Products or Services to Be Delivered in
the  Future" on January  18,  2001.  The EITF  concluded  that when a company or
vendor  offers to a customer (a) free or  discounted  products or services  that
will be  delivered  (either by the vendor or by another  unrelated  entity) at a
future date (1) as a result of a single revenue transaction with the customer or
(2) only if the  customer  completes  a  specified  cumulative  level of revenue
transactions with the vendor or remains a customer of the vendor for a specified
time period and (b) a rebate or refund of a determinable cash amount only if the
customer completes a specified cumulative level of revenue transactions with the
vendor or remains a customer of the vendor for a  specified  time  period,  such
rebates should be reported as a reduction of revenues. This EITF was required to
be  adopted by the  Company  during  the first  quarter of 2001.  As a result of
adopting EITF 00-22, the Company reclassified approximately $1.5 million of such
"Points" from Casino  operating  expense to net against Casino  revenues for the
nine months ended September 30, 2000 and $1.1 million for the three months ended
September 30, 2000.

The EITF of the American  Institute of Certified Public  Accountants issued EITF
No. 00-14 titled "Accounting for Certain Sales Incentives" on April 18,2001. The
EITF  concluded  that  when a company  or  vendor  offers  its  customers  sales
incentives including discounts,  coupons, rebates and free products or services,
such sales  incentives  should be reported as reduction  of  revenues.  The EITF
concluded  that when a company or vendor offers its customers  sales  incentives
including discounts, coupons, rebates, and free products or services, such sales
incentives should be reported as a reduction of revenues. This EITF was required
to be adopted by the Company during the fourth  quarter of 2001.  Early adoption
is permitted. The Company chose to adopt this EITF in the first quarter of 2001.
As a result of adopting  EITF  00-14,  the  Company  reclassified  approximately
$896,000 of such sales incentive  offers "cash  vouchers" from Casino  operating
expense to net against Casino  revenues for the nine months ended  September 30,
2000 and $653,600 for the three months ended September 30, 2000.


                                                14
<PAGE>
Recently Issued Accounting Standards

In July 2001, the FASB issued SFAS No. 141,  "Business  Combinations."  SFAS 141
requires the purchase method of accounting for business  combinations  initiated
after June 30, 2001 and eliminates the pooling-of-interests  method. The Company
does not believe that the adoption of SFAS 141 will have a significant impact on
its financial statements.

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

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

The FASB  issued  SFAS No. 144  "Accounting  for the  Impairment  or Disposal of
Long-Lived   Assets"  in  August  of  2001.  This  Statement  address  financial
accounting and reporting for the impairment or disposal of long-lived assets and
supersedes  FASB Statement No. 121,  Accounting for the Impairment of Long-Lived
Assets and for  Long-Lived  Assets to Be  Disposed  Of, and the  accounting  and
reporting   provisions  of  APB  Opinion  No.  30,   Reporting  the  Results  of
Operations-Reporting  the Effects of  Disposal  of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions,  for
the disposal of a segment of a business (as previously defined in that Opinion).
This Statement also amends ARB No. 51,  Consolidated  Financial  Statements,  to
eliminate the exception to  consolidation  for a subsidiary for which control is
likely to be  temporary.  The  provisions  of this  Statement  are effective for
financial  statements issued for fiscal years beginning after December 15, 2001,
and  interim  periods  within  those  fiscal  years.  The  Company is  currently
assessing,  but  has not yet  determined  the  impact  of  SFAS  No.  144 on its
financial position and results of operations.



                                                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 not needed for immediate
operating activities in U.S. Treasury Bills with maturities of 60 days or less.

As of September  30, 2001, we had $42.8 million in  borrowings.  The  borrowings
include $35 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 Special Improvement District bonds is payable
over ten years through December of 2009. The Special Improvement  District bonds
bear  interest  at 5.5%.  Other  borrowings  include a vehicle  loan of  $20,000
maturing in 2004 with an interest rate of 9.0% and capital  leases in the amount
of $7.2 million at a weighted  average interest rate of 10.8% payable over sixty
months.
<TABLE>
<CAPTION>
Interest Rate Sensitivity
Principal (in 000's) (Notational Amount by Expected Maturity)
Average Interest Rate
                                                                                                                  Fair Value
                                          2001      2002     2003      2004      2005      Thereafter    Total    at 9/30/01

Long Term Debt Including Current Portion
<S>                                        <C>      <C>      <C>       <C>       <C>        <C>           <C>         <C>
Equipment loans
Black Hawk, Colorado                      $   3    $   8                                                $   11      $    11
Average interest rate                      11.2%    11.2%

Capital leases
Black Hawk, Colorado                     $ 434   $ 1,848  $ 2,044   $ 2,263   $  658                   $ 7,247     $  7,247
Average interest rate                     10.8%    10.8%     10.8%    10.8%     10.8%

Special Improvement District Bonds
Black Hawk, Colorado                     $  55    $  68     $  71    $  76     $  81     $   221        $  572      $   572
Average interest rate                      5.5%     5.5%      5.5%     5.5%     5.5%        5.5%

13% First Mortgage Note
Black Hawk, Colorado                                                          $ 34,941                $ 34,941     $ 34,941
Average interest rate                                                           13.0%

</TABLE>




                                                16
<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 Officer
                                         And Director

                                         Date: November 11, 2001














                                        18