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): November 10, 2006



                          Riviera Holdings Corporation
           (Exact name of registrant as specified in its charter)



            Nevada                           000-21430            88-0296885
(State or other jurisdiction of      (Commission File Number)  (I.R.S. Employer
incorporation) Identification No.)

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

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


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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:

[ ] 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))




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Section 7 - Regulation FD

Item 7.01   Regulation FD Disclosure.

On November 13, 2006,  Riviera  Holdings  Corporation  ("Riviera")  will issue a
press release reporting (i) the receipt of a proposal from real estate developer
Ian Bruce Eichner  ("Eichner")  and the D. E. Shaw group, on behalf of an entity
to be formed by them,  to  acquire by merger  all of the  outstanding  shares of
Riviera  at a cash  price of $21 per  share,  (ii) the entry  into an  exclusive
negotiating  agreement  with  Eichner  and a member of the D. E. Shaw  group and
(iii)  certain  related  resolutions  adopted by Riviera's  board of  directors.
Copies  of the  press  release,  the  acquisition  proposal  and  the  exclusive
negotiating  agreement  are  furnished as Exhibits  99.1,  99.2 and 99.3 hereto,
respectively.

There is no  assurance  that  Riviera,  Eichner and any member of the D. E. Shaw
group or any of their  affiliates  will enter into an  acquisition  agreement or
that such an agreement,  if entered into, would receive the requisite  approvals
by  Riviera's  shareholders  and  governmental  authorities,   including  gaming
regulators.

This report contains "forward-looking statements," as that term is defined in
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Riviera believes that its forward-looking statements are
reasonable at the present time, but Riviera does not guarantee that any of the
transactions or events described in this report will happen. Riviera does not
plan to update its forward-looking statements even though its situation or plans
may change in the future, unless applicable law requires such updating.

The information in this Item 7.01 and the exhibits hereto shall not be deemed
"filed" for purposes of Section 18 of the Exchange Act, nor shall they be deemed
incorporated by reference in any filing under the Securities Act, except as and
when expressly set forth by such specific reference in such filing.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:

Exhibit 99.1 Riviera Press Release Dated November 13, 2006.
Exhibit 99.2 Letter from Eichner and the D. E. Shaw Group to the Board of
               Directors of Riviera.
Exhibit 99.3 Exclusivity Agreement, dated November 13, 2006, among Riviera,
               Eichner and D. E. Shaw AQ-SP Series 4-08, LLC.



                                   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.


Dated:  November 10, 2006.


                               RIVIERA HOLDINGS CORPORATION

                               /s/  Mark Lefever
                               ------------------------------------------------
                                Name:   Mark Lefever
                                Title:  Treasurer and Chief Financial Officer