8-K

                                      UNITED STATES
                              SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549

                                           FORM 8-K

                                    CURRENT REPORT
     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

   Date of Report (Date of Earliest Event Reported): August 12, 2008

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

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

           2901 Las Vegas Boulevard
              Las Vegas, Nevada                                     89109
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   (Address of Principal Executive Offices)                      (Zip Code)

      Registrant's Telephone Number, Including Area Code: (702) 794-9237
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             (Former Name or Former Address, If Changed Since Last Report)

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))





Item 1.01. Entry into a Material Definitive Agreement.

         On August 12, 2008, the Board of Directors (the "Board") of Riviera
         Holdings Corporation (the "Company") approved a Salary Continuation
         Agreement (the "Agreement") by and among the Company, Riviera Operating
         Corporation ("ROC"), a wholly owned subsidiaries of the Company, and
         William L. Westerman, the Company's Chief Executive Officer, President
         and Chairman of the Board. The Agreement will be effective upon the
         execution and delivery of the Agreement by Mr. Westerman and will
         expire on December 31, 2009.

         The Agreement entitles Mr. Westerman to 24 months of base salary and 24
         months of health insurance benefits in the event ROC terminates Mr.
         Westerman's employment without cause within 24 months after a change in
         control of the Company.

         The Agreement is substantially similar to the Salary Continuation
         Agreements reported on Form 8-k, filed June 2, 2008, that the Company,
         ROC and RBH, as applicable, entered into with two executive officers
         and 59 significant employees.


Item 5.02.    Departure of Directors or Certain Officers; Election of Directors;
              Appointment of Certain Officers; Compensation Arrangements of
              Certain Officers

         (e) Item 1.01 is incorporated by reference.

Item 5.03     Amendments to Articles of Incorporation or Bylaws; Change in
              Fiscal Year

         On August 12, 2008, the Board amended and restated Article I, Section
         1.08(g) of the Company's Bylaws to implement and clarify vote
         requirements and certain procedures relating to the election of
         directors.

         Pursuant to this amended and restated provision, each director shall be
         elected by the vote of the majority of the shares cast with respect to
         the election of directors. Notwithstanding the foregoing, if at the
         close of the applicable notice periods, the Chairman of the Board, or
         if no Chairman, then the entire Board, determines that the number of
         persons properly nominated to serve as directors of the company exceeds
         the number of directors to be elected (a "Contested Election"), the
         directors shall be elected by a plurality of the votes of the shares
         represented at the meeting and entitled to vote on the election of
         directors. For purposes of the amended and restated Section 1.08(g), a
         vote of the majority of the shares cast means that the number of shares
         voted "for" a director must exceed the number of votes "withheld" from,
         or cast "against" that director. If a director is not elected in a
         non-Contested Election, the director shall offer to tender his or her
         resignation to the Board. The Governance and Nominating Committee of
         the Board, or such other committee designated by the Board for the
         purpose of recommending director nominees to the Board, will make a
         recommendation to the Board as to whether to accept or reject the
         resignation, or whether other action should be taken. The Board will
         act on the committee's recommendation and publicly disclose its
         decision and rationale within 90 days following the date of the
         certification of the election results. The director who tenders his or
         her resignation pursuant to the amended and restated Section 1.08(g)
         will not participate in the Board's decision with respect to that
         resignation.


         The remaining original language of Section 1.08(g) remains
         substantially unchanged and remains applicable to all matters other
         than the election of directors.

         Prior to this amendment, the Bylaws were silent on the vote policy for
         contested director elections and the resignation procedure of directors
         who are not elected.

         The amended and restated Article I, Section 1.08(g) of the Company's
         Bylaws were effective August 12, 2008 and are attached as Exhibit 3.1
         to this Report.

Item 9.01.        Financial Statements and Exhibits.

(c)      Exhibits

         Exhibit No.                Exhibits

3.1      Certificate of Amendment of Bylaws of the Company,
                       dated August 14, 2008.










                              SIGNATURE

         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 hereunto duly authorized.

Date: August 18, 2008             RIVIERA HOLDINGS CORPORATION


                                  By:    /s/ Phillip B. Simons
                                         Phillip B. Simons
                                         Treasurer and Chief Financial Officer

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EX-3

                                        CERTIFICATE OF AMENDMENT OF BYLAWS
                                                        OF
                                           RIVIERA HOLDINGS CORPORATION


         The undersigned, as Secretary of RIVIERA HOLDINGS CORPORATION, a Nevada
corporation, does hereby certify that the following amendments to the bylaws of
the corporation (the "Bylaws") were duly adopted by the Directors at a meeting
of the corporation's Board of Directors on the 12th day of August 2008.

                           RESOLVED, that Section 1.08(g) shall be amended and
restated as follows:

         (g)  At any meeting of shareholders where a quorum is present:

                           (i) Except as provided in Sections 2.06 and 2.04 of
                  Article II or in the next sentence, each director shall be
                  elected by the vote of the majority of the shares cast with
                  respect to the election of directors. Notwithstanding the
                  foregoing, if at the close of the notice periods set forth in
                  Section 1.14 of this Article I, the Chairman of the Board, or
                  if no Chairman, then the entire Board, determines that the
                  number of persons properly nominated to serve as directors of
                  the corporation exceeds the number of directors to be elected
                  (a "Contested Election"), the directors shall be elected by a
                  plurality of the votes of the shares represented at the
                  meeting and entitled to vote on the election of directors. For
                  purposes of this Section 1.08 (g), a vote of the majority of
                  the shares cast means that the number of shares voted "for" a
                  director must exceed the number of votes "withheld" from his
                  or her election or cast "against" his or her election. If a
                  director is not elected in a non-Contested Election, the
                  director shall offer to tender his or her resignation to the
                  Board of Directors. The Governance and Nominating Committee of
                  the Board of Directors, or such other committee designated by
                  the Board pursuant to Section 2.15 of Article II for the
                  purpose of recommending director nominees to the Board of
                  Directors, will make a recommendation to the Board of
                  Directors as to whether to accept or reject the resignation,
                  or whether other action should be taken. The Board of
                  Directors will act on the committee's recommendation and
                  publicly disclose its decision and rationale within 90 days
                  following the date of the certification of the election
                  results. The director who tenders his or her resignation
                  pursuant to this Section 1.08(g) will not participate in the
                  Board's decision with respect to that resignation.

                       (ii) For all matters other than the election of
                  directors, unless the Articles of Incorporation or these
                  Bylaws provide for a different proportion, the affirmative
                  vote of holders of at least a majority of the voting power
                  represented at the meeting and entitled to vote on any matter
                  shall be the act of the stockholders, unless voting by classes
                  is required for any action of the stockholders by the laws of
                  the State of Nevada, the Articles of Incorporation or these
                  Bylaws, in which case the affirmative vote of holders of at
                  least a majority of the voting power of each such class shall
                  be required.



DATED:  August 14, 2008


                                               By:/s/TULLIO J. MARCHIONNE
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                                               TULLIO J. MARCHIONNE, Secretary