SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Benson Thomas P (Last) (First) (Middle) 650 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol RIVIERA HOLDINGS CORP [ RIV ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/14/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.001 par value per share	10/14/2008		J		161,758	D	$0.00(2)(3)(4)	1,248,605(6)(7)(8)(9)(10)	I(6)(7)(8)(9)(10)	See footnotes(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Benson Thomas P (Last) (First) (Middle) 650 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Nelson Mitchell J (Last) (First) (Middle) 650 MADISON AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LEDY DAVID M (Last) (First) (Middle) 650 MADISON AVE (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SILVERMAN HARVEY (Last) (First) (Middle) 791 PARK AVENUE, APT. 5B (Street) NEW YORK NY 10021 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This is a joint filing by Thomas P. Benson, Mitchell J. Nelson, David M. Ledy and Harvey Silverman (collectively, the "Reporting Persons"). The Reporting Persons are filing this Form 4 in connection with a Form 4 filed on an even date herewith by the persons listed in "Remarks" below. (cont'd in fn 2)

2. (cont'd from fn 1) On October 14, 2008, RH1, LLC ("RH1") entered into a Trust Agreement (the "Trust Agreement") with Ernest E. East (the "Trustee"). Pursuant to the terms of the Trust Agreement, RH1 transferred 161,758 shares of Common Stock (the "Trust Property") to the Trustee to be held in trust for a period of one year (unless extended by mutual agreement between the parties). Pursuant to the Trust Agreement, the Trustee will control all voting rights associated with such transferred shares of Common Stock while they remain in the Trustee's possession. The Trustee will also receive all dividends paid to the holders of such Common Stock while held in trust and is empowered to contribute such dividends to a charitable organization of the Trustee's choosing. (cont'd in fn 3)

3. (cont'd from fn 2) Until such contribution to a charitable organization, the Trustee is required to invest all such dividends received in short-term U.S. Government debt instruments. RH1 has the right to terminate and revoke the Trust Agreement at any time upon 120 days written notice. (cont'd in fn 4)

4. (cont'd from fn 3) In addition, RH1 has the right to terminate and revoke the Trust Agreement at any time upon fifteen days written notice if, among other reasons, during the pendency of the trust, the Company announces: (1) that the Company will hold a special shareholder meeting that requests a vote to directly or indirectly cause a sale or disposition of the Trust Property (either in whole or in part) in conjunction with a merger, bid proposal, or any business combination from any entity, or requests a vote to recapitalize the Company by issuing any new stock or class of preferred stock, or to consider a liquidation or reorganization of the Company; (2) that the Company will engage in a disposition of any significant portion of its assets; (3) that a meeting (cont'd in fn 5)

5. (cont'd from fn 4) of the Company shareholders will convene to vote upon an alternative slate of directors whose election would result in a change in control; or (4) that the Company is the subject of liquidation or reorganization. After RH1 transfers 161,758 shares to the Trustee to be held in trust, as previously described, RH1 may be deemed the direct beneficial owner of 256,536 shares of Common Stock, which represent approximately 2.05% of the outstanding shares of Common Stock as of August 4, 2008. (cont'd in fn 6)

6. (cont'd from fn 5) RH1 has sole voting and dispositive power over such Common Stock. As previously disclosed on Form 4 filed with the Securities and Exchange Commission on September 27, 2007, Flag Luxury Riv, LLC ("FLR") may be deemed the direct beneficial owner of 992,069 shares of Common Stock, which represent approximately 7.94% of the outstanding shares of Common Stock as of August 4, 2008. FLR has sole voting and dispositive power over such Common Stock. FX Luxury Realty, LLC ("FXLR"), as a member of FLR with a 100% equity interest in FLR, and as a member of RH1 with a 100% equity interest in RH1, may be deemed the indirect beneficial owner of 1,248,605 shares of Common Stock, which represent approximately 9.99% of the outstanding shares of Common Stock as of August 4, 2008. (cont'd in fn 7)

7. (cont'd from fn 6) FXLR has shared voting and dispositive power over such Common Stock. FX Real Estate & Entertainment, Inc. ("FXRE"), as the managing member of FXLR holding 100% of the common membership interests in FXLR, may be deemed the indirect beneficial owner of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. Robert F.X. Sillerman, as Chairman and CEO of FXRE, may also be deemed to have indirect beneficial ownership of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. (cont'd in fn 8)

8. (cont'd from fn 7) Paul C. Kanavos, as President of FLR and Director and President of FXRE, may also be deemed to have indirect beneficial ownership of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. Brett Torino, as Chairman-Las Vegas Division of FXRE, may also be deemed to have indirect beneficial ownership of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. Barry A. Shier, as Director and Chief Operating Officer of FXRE, may also be deemed to have indirect beneficial ownership of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. (cont'd in fn 9)

9. (cont'd from fn 8) Thomas P. Benson, as Director, Executive Vice President and Chief Financial Officer of FXRE, may also be deemed to have indirect beneficial ownership of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. Mitchell Nelson, as Executive Vice President, General Counsel, and Secretary of FXRE, may also be deemed to have indirect beneficial ownership of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. David M. Ledy, as a Director of FXRE, may also be deemed to have indirect beneficial ownership of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. Harvey Silverman, as a Director of FXRE, may also be deemed to have indirect beneficial ownership of the foregoing shares of Common Stock with shared voting and dispositive power over such Common Stock. (cont'd in fn 10)

10. (cont'd from fn 9) Thomas P. Benson is the designated filer. The Reporting Persons are filing this joint Form 4 because they may be regarded as part of a group. However, each Reporting Person disclaims beneficial ownership of the shares owned by other persons and disclaims membership in a group, and this filing shall not constitute an acknowledgement that the Reporting Persons are part of a group.

Remarks:

This Form 4 is being filed in connection with a Form 4 filed on an even date herewith by RH1, LLC, FX Luxury Realty, LLC, Flag Luxury Properties, LLC; Flag Leisure Group, LLC; FX Real Estate & Entertainment, Inc.; MJX Real Estate Ventures, LLC; Robert F.X. Sillerman; Paul C. Kanavos; Brett Torino; and Barry A. Shier. Exhibit 99.1: Joint Filer Information

	/s/ Thomas P. Benson	10/16/2008
	/s/ Mitchell J. Nelson	10/16/2008
	/s/ David M. Ledy	10/16/2008
	/s/ Harvey Silverman	10/16/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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