SEC FORM 4/A

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

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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^*

EICHNER IAN BRUCE

(Last)

(First)

(Middle)

101 CONVENTION CENTER DRIVE, SUITE 100

(Street)

LAS VEGAS

89101

(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		10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnotes (1), (2) and (3)

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/14/2006

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/12/2006		J⁽¹⁾⁽²⁾⁽³⁾		0	D⁽¹⁾⁽²⁾⁽³⁾	$0	600,000	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On November 10, 2006, the Reporting Person reached an understanding with certain of D. E. Shaw Laminar Portfolios, L.L.C., D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw Investment Management, L.L.C., D. E. Shaw & Co., L.P., D. E. Shaw & Co., L.L.C., David E. Shaw and/or one or more of their affiliates (all of the foregoing, except for the Reporting Person, collectively, the "Other Group Members") to make a joint bid to acquire all of the outstanding shares of Common Stock not currently owned by the Reporting Person or the Other Group Members.

2. In accordance with this understanding, a letter was sent to the board of directors of the Issuer proposing to acquire by merger all of the outstanding shares of Common Stock not owned by the Reporting Person or the Other Group Members (the "Proposal Letter") for $21 per share in cash. Solely as a result of this understanding and the Proposal Letter, the Reporting Person and the Other Group Members may have been deemed to be a group for the reporting purposes of Form 3. On November 14, 2006, the Reporting Person filed a Form 3 reporting the number of shares of Common Stock beneficially owned by him.

3. On December 12, 2006, the Reporting Person and the Other Group Members withdrew their acquisition proposal contemplated by the Proposal Letter and terminated all other activities permitted by the waiver and approval that had been granted by the board of directors of the Issuer in connection therewith. Since the Reporting Person and the Other Group Members may no longer be deemed a group for the reporting purposes of Form 3 and the aggregate amount of shares of Common Stock deemed to be beneficially owned by the Reporting Person represents 4.8% of the outstanding shares of Common Stock, the Reporting Person is no longer subject to Section 16 of the Securities Exchange Act of 1934.

	/s/ Ian Bruce Eichner	12/14/2006
	** 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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