8-K

                    SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

  Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

         Date of Report (Date of earliest event reported): August 23, 2004

                          RIVIERA HOLDINGS CORPORATION
             (exact name of registrant as specified in its charter)


    Nevada                  000-21430                         88-0296885
(State or other            (Commission                      (IRS Employer
Jurisdiction of           File Number)                    Identification No.)
Incorporation)


2901 Las Vegas Boulevard
Las Vegas, Nevada                                                 89109
(Address of principal executive offices)                       (Zip code)

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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[] Pre-commencement communications pursuant to rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


Section 8 - Other Events
Item 8.01. Other Events

On August 23, 2004, Riviera Holdings Corporation announced through a press
release that it does not support the potential acquisition reported by D.E. Shaw
Laminar Portfolio's, L.L.C. in an August 20, 2004 amendment to its Schedule 13D.
A copy of the press release is filed as an exhibit hereto.

Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits

(c) Exhibits. Riviera Holdings Corporation Press Release dated August 23, 2004








SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: August 23, 2004                           RIVIERA HOLDINGS CORPORATION


                                                By: /s/ Duane Krohn
                                                Treasurer and CFO













































                              EXHIBIT INDEX

Exhibit
Number                         Description

99       Riviera Holdings Corporation Press Release dated August 23, 2004.

EX-99

                  Riviera Holdings Corporation
                 2901 Las Vegas Boulevard South
                       Las Vegas, NV 89109
               Investor Relations: (800) 362-1460
                       TRADED: AMEX - RIV
                       www.theriviera.com


FOR FURTHER INFORMATION:
AT THE COMPANY:                         INVESTOR RELATIONS CONTACT:
Duane Krohn, Treasurer and CFO          Betsy Truax, Skorpus Consulting
(702) 794-9527 Voice (208) 241-3704 Voice (702) 794-9442 Fax (208) 232-5317 Fax
Email: dkrohn@theriviera.com Email: etruax@aol.com

FOR IMMEDIATE RELEASE:

RIVIERA DOES NOT SUPPORT D. E. SHAW LAMINAR PORTFOLIO'S POTENTIAL ACQUISITION


         LAS VEGAS, NV - August 23, 2004 - Riviera Holdings Corporation (AMEX:
RIV) today reported that after careful consideration, its Board of Directors has
determined not to support the potential acquisition of Riviera that D. E. Shaw
Laminar Portfolios, L.L.C. reported in an August 20, 2004 amendment to its
Schedule 13D filed with the SEC. Among the factors leading to this determination
was that D. E. Shaw Laminar Portfolios' expression of interest did not, in the
Board's view, sufficiently demonstrate how it intends to satisfy the relevant
gaming regulatory requirements including the requirements of Missouri , where
Riviera proposes to construct a casino/hotel/entertainment complex in Jefferson
County. Taking into account all relevant factors, including these regulatory
matters and Riviera's objective of achieving regional diversification as one of
the means of maximizing shareholder value, the Board concluded that the
potential transaction was not in the best interests of Riviera and its
shareholders at the present time. While there are no assurances of when the
Missouri regulators will make a decision regarding a casino in the St. Louis
area, they have indicated that they hope to select one or more applicants for
priority investigation in September 2004.

Safe Harbor Statement:

         The forward-looking statements included in this news release, which
reflect management's best judgment based on factors currently known to it,
involve risks and uncertainties including expansion objectives and timetables,
regulatory approvals, third parties' proposals, hotel and casino market
conditions, financing requirements and other risks and uncertainties detailed
from time to time in Riviera's filings with the Securities and Exchange
Commission, including the Report on Form 10-K for December 31, 2003. Actual
results may differ materially.

About Riviera Holdings:

         Riviera Holdings Corporation owns and operates the Riviera Hotel and
Casino on the Las Vegas Strip and the Riviera Black Hawk Casino in Black Hawk,
Colorado. Riviera's stock is traded on the American Stock Exchange ("AMEX")
under the symbol RIV.

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