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 18, 2007
                                                           ------------

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

                          RIVIERA HOLDINGS CORPORATION
                          ----------------------------
               (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 18, 2007,  Riviera Holdings  Corporation  (the "Company")  issued a
press release  announcing  that the Company  received a proposal on May 16, 2007
from  the Riv  Acquisition  investor  group to  acquire  all of the  issued  and
outstanding  stock  of the  Company  at a price of $34 per  share  in cash  (the
"Proposal").  The Company is fully  evaluating  the Proposal  with its financial
advisor, Jefferies & Company, Inc., and its other advisors.

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

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

(d)   Exhibits

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

99.1              Press Release of the Company dated May 18, 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 18, 2007
                                    By: /s/ Mark Lefever
                                        ---------------------------------------
                                    Name:  Mark Lefever
                                    Title: Treasurer and Chief Financial Officer

EX-99.1

                                                                    Exhibit 99.1


FOR IMMEDIATE RELEASE:


               RIVIERA HOLDINGS CORP. ANNOUNCES RECEIPT OF BID TO
                   ACQUIRE COMPANY FOR $34 PER SHARE IN CASH


LAS VEGAS, NV (MAY 18, 2007) -- Riviera Holdings  Corporation  (AMEX: RIV) today
announced  that it received a proposal on May 16, 2007 from the Riv  Acquisition
investor group to acquire all of the issued and outstanding stock of the Company
at a price of $34 per  share in  cash.  The  Company  is fully  evaluating  this
proposal with its financial  advisor,  Jefferies & Company,  Inc., and its other
advisors.

William L.  Westerman,  Chairman of the Board,  stated,  "The  Company is firmly
committed  to  a  fair  process  that  will  maximize   value  for  all  of  our
stockholders,  and we will evaluate and consider Riv  Acquisition's new proposal
with our advisors during our strategic and financial  review  process,  together
with any other proposals received."

The Company has not set a definitive  timetable for completion of its evaluation
and there can be no assurances  that the  evaluation  process will result in any
transaction.  The Company does not intend to disclose developments regarding its
evaluation of strategic and financial alternatives unless and until the Board of
Directors approves a definitive transaction.

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.



FOR FURTHER INFORMATION

AT THE COMPANY                                 INVESTOR RELATIONS
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