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

                          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
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        (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
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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