SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* PLAINFIELD SPECIAL SITUATIONS MASTER FUND LTD. (Last) (First) (Middle) C/O PLAINFIELD ASSET MANAGEMENT LLC 55 RAILROAD AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/24/2008	3. Issuer Name and Ticker or Trading Symbol RIVIERA HOLDINGS CORP [ RIV ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,355,013(1)	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* PLAINFIELD SPECIAL SITUATIONS MASTER FUND LTD. (Last) (First) (Middle) C/O PLAINFIELD ASSET MANAGEMENT LLC 55 RAILROAD AVENUE (Street) GREENWICH CT 06830 (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* PLAINFIELD ASSET MANAGEMENT LLC (Last) (First) (Middle) 55 RAILROAD AVENUE (Street) GREENWICH CT 06830 (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* HOLMES MAX (Last) (First) (Middle) C/O PLAINFIELD ASSET MANAGEMENT LLC 55 RAILROAD AVENUE (Street) GREENWICH CT 06830 (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. These shares are owned directly by Plainfield Special Situations Master Fund Limited (?Master Fund?) and indirectly by Plainfield Asset Management LLC, a Delaware limited liability company (?Asset Management?), and Max Holmes, an individual. Asset Management is the manager of the Master Fund. Max Holmes is the chief investment officer of Asset Management. Each of Asset Management and Max Holmes disclaims beneficial ownership of all such shares, except to the extent to which each holds a pecuniary interest therein.

Remarks:

*Duly authorized pursuant to Power of Attorney, dated February 1, 2007, by and on behalf of Max Holmes, appointing Thomas X. Fritsch as his attorney in fact, which Power of Attorney was attached as Exhibit A to Amendment No. 1 to the Schedule 13G filed by the Reporting Persons with respect to the Common Stock of the Issuer on February 2, 2007 and is incorporated by reference herein.

	/s/Thomas X. Fritsch, Managing Director and General Counsel, on behalf of Plainfield Asset Management LLC	11/25/2008
	/s/Thomas X. Fritsch, Authorized Individual, on behalf of Plainfield Special Situations Master Fund Limited	11/25/2008
	/s/Thomas X. Fritsch, Attorney in Fact*, on behalf of Max Holmes	11/25/2008
	** 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 5 (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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