8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): May 11, 2007
                                                          ------------

                             --------------------

                          RIVIERA HOLDINGS CORPORPATION
                          -----------------------------
               (Exact Name of Registrant as Specified in Charter)

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

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

        Registrant's telephone number, including area code (702) 794-9237
                                                           --------------

                                       N/A
          -------------------------------------------------------------
          (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 8.01   OTHER EVENTS.

            On May 11, 2007, Riviera Holdings Corporation (the "Company") issued
a press release  announcing  that the Company has retained  Jefferies & Company,
Inc. as its financial advisor to assist it in exploring a range of strategic and
financial  alternatives  in order to enhance  shareholder  value (the  "Jeffries
Release").  These  alternatives  include,  but are not limited to, a sale of the
entire Company.

      A copy of the Jeffries Release is filed as Exhibit 99.1 to this Form 8-K.

     In addition,  on May 11, 2007,  the Company  issued a second press  release
(the "Eichner Release"),  announcing that the Company had received a bid for $30
per  share in cash  from a group  led by Ian  Bruce  Eichner  and  Dune  Capital
Management LP (the "Eichner  Group").  The Eichner Group's bid represents an 11%
premium  over a  competing  bid at $27 per share that had been  received  by the
Company from a dissident  investor group led by Riv  Acquisition  Holdings.  The
Company  stated that it believes the $27 per share offer does not represent full
value for its  stockholders,  as confirmed by both the Company's  current market
price  ($31.85 close on May 10, 2007) as well as the current $30 per share offer
from the Eichner  Group.  The Company  further  stated that the Board intends to
fully  consider the $30 Eichner Group bid and review it with Jeffries & Company,
Inc. its financial advisor.

      A copy of the Eichner Release is filed as Exhibit 99.2 to this Form 8-K.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

(c)   Exhibits

Exhibit Number    Description
- --------------    -----------

99.1              Jeffries Release, dated May 11, 2007.
99.2              Eichner Release, dated May 11, 2007.




                                   SIGNATURES

      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.

                                    RIVIERA HOLDINGS CORPORATION
                                            (Registrant)

Date: May 11, 2007
                                    By: /s/ Mark Lefever
                                        ----------------------------------------
                                    Name: Mark Lefever
                                    Title: Treasurer and Chief Financial Officer

EX-99.1

                                                                    Exhibit 99.1


                          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:
Mark Lefever, Treasurer and CFO             Betsy Truax, Skorpus Consulting
(702) 794-9527 Voice                        (208) 241-3704 Voice
(702) 794-9442 Fax                          (208) 232-5317 Fax
Email: mlefever@theriviera.com              Email: betsytruax_hartman@msn.com

FOR IMMEDIATE RELEASE:

      RIVIERA HOLDINGS RETAINS JEFFERIES & COMPANY TO EXPLORE STRATEGIC AND
                             FINANCIAL ALTERNATIVES

      LAS VEGAS, NEVADA (MAY 11, 2007) Riviera Holdings Corporation (Amex:RIV)
today announced that it has retained Jefferies & Company, Inc. as its financial
advisor to assist it in exploring a range of strategic and financial
alternatives in order to enhance shareholder value. These alternative include,
but are not limited to, a sale of the entire Company.

      "Our hiring of a financial advisor is a continuation of our efforts to
thoroughly consider all opportunities to maximize shareholder value," said
William L. Westerman, Chairman, President and chief Executive Officer. "We
understand that our prime location on the Las Vegas Strip has enormous market
value, as well as having appreciated significantly. We are committed to working
with Jefferies to maximize this value, as well as that of our other assets, for
our shareholders."

FORWARD-LOOKING STATEMENTS:

      This news release contains "forward-looking statements", as that term is
defined in Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which we believe are
reasonable at the present time. These forward-looking statements involve
significant uncertainties as to whether we will achieve future growth and
success. Our actual results and actual events may differ materially from what is
expressed or implied in our forward-looking statements. We do not plan to update
our forward-looking statements even though our situation or plans may change in
the future, unless applicable law requires us to do so.

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 is traded on the American Stock Exchange under the symbol RIV.
For additional information, please visit the Company's website at
www.rivierahotel.com.

                                       ###

EX-99.2

                                                                    Exhibit 99.2


                          RIVIERA HOLDINGS CORPORATION
                         2901 Las Vegas Boulevard South
                               Las Vegas NV 89109
                       Investor Relations: (800) 362-1460
                               TRADED: AMEX - RIV
                              www.rivierahotel.com

FOR FURTHER INFORMATION

AT THE COMPANY                              AT MACKENZIE PARTNERS, INC.
Mark Lefever, Treasurer and CFO             Bob Sandhu (212) 378-7061
(702) 794-9527 Voice                        Mark Harnett (212) 929-5877
(702) 794-9442 Fax
Email: mlefever@theriviera.com

FOR IMMEDIATE RELEASE:

           RIVIERA HOLDINGS CORP. ANNOUNCES RECEIPT OF BID TO ACQUIRE
                       COMPANY FOR $30 PER SHARE IN CASH

    RETAINS JEFFRIES & COMPANY AS FINANCIAL ADVISOR TO EXPLORE STRATEGIC AND
                             FINANCIAL ALTERNATIVES

      LAS VEGAS, NEVADA (MAY 11, 2007) - RIVIERA HOLDINGS CORPORATION (AMEX:
RIV) today announced that it has received a bid for $30 per share in cash from a
group led by Ian Bruce Eichner and Dune Capital Management LP. The Eichner
Group's bid represents an 11% premium over a competing bid of $27 per share
which had been received from a dissident investor group led by Riv Acquisition
Holdings, which has also nominated an opposition slate of nominees for election
as directors at the Company's upcoming annual meeting scheduled for May 15,
2007. The Riv Acquisition group is currently soliciting proxies in support of
its handpicked nominees, and has stated that if its nominees are elected, it
will resubmit its proposal to acquire the Company.

      William Westerman, Chairman of the Board of the Company, stated, "We are
not surprised to receive a bid substantially higher than the Riv Acquisition
group's below market bid. We continue to believe that $27 per share does not
represent full value for our stockholders, which we believe is confirmed by both
the Company's current market price ($31.85 close on May 10, 2007) as well as by
this current $30 per share offer. The Board intends to fully consider the $30
Eichner Group bid and review it with our advisors."

      Mr. Westerman continued, "Your Board is committed to working for all
stockholders. We will insure that all bidders are given a level playing field,
with the Board's goal to maximize value for all stockholders."

      As previously announced, Riviera has retained Jefferies & Company, Inc. as
its financial advisor to assist it in exploring a range of strategic and
financial alternatives in order to maximize stockholder value. These
alternatives include, but are not limited to, a sale of the entire Company. As
its financial advisor, Jefferies will assist the Company in reviewing this new
$30 per share proposal.




      Riviera recently mailed proxy material to stockholders in which the Board
recommended that stockholders use the WHITE Proxy Card to:

      o  Vote "FOR" the re-election of five experienced Directors: William L.
         Westerman, Jeffrey A. Silver, Paul A. Harvey, Vincent L. DiVito and James
         N. Land Jr.

      THE DIRECTORS PROPOSED BY THE BOARD ARE HIGHLY QUALIFIED INDIVIDUALS WITH
RELEVANT EXPERIENCE, AND ARE COMMITTED TO MAXIMIZING VALUE FOR ALL STOCKHOLDERS.

                SIGN, DATE AND RETURN THE WHITE PROXY CARD TODAY

      THE BOARD URGES STOCKHOLDERS TO SUPPORT RIVIERA BY COMPLETING, SIGNING AND
DATING THE WHITE PROXY CARD AND PROMPTLY MAILING IT IN THE POSTAGE-PAID ENVELOPE
PROVIDED WITH THE PROXY MATERIALS. THE BOARD FURTHER URGES STOCKHOLDERS NOT TO
SIGN OR RETURN THE BLUE PROXY CARD THAT WAS SENT TO STOCKHOLDERS BY THE RIV
ACQUISITION GROUP AND ITS ASSOCIATES.

      Whether or not stockholders plan to attend the Meeting, and regardless of
the number of shares stockholders own, the Board urges you to vote FOR the
Board's nominees.

      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 is traded on the American Stock Exchange under the symbol RIV.
For additional information, please visit the Company's website at
www.rivierahotel.com.

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