SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

  Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

         Date of Report (Date of earliest event reported): March 2, 2006

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


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


2901 Las Vegas Boulevard
Las Vegas, Nevada                                                 89109
(Address of principal office)                                  (Zip code)

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

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))


Section 8 - Other Events
Item 8.01. Other Events


     On  December  22,  2005,  Mr.  William L.  Westerman,  our Chief  Executive
Officer,  entered into an  agreement  with a group of buyers for the sale of 1.0
million of his shares of Riviera  stock at $15.00 per share and the  possibility
of the sale of his remaining  approximately  1.1 million  shares to them at that
same  price.  On  January  8,  2006,  the  sale  of  the 1  million  shares  was
consummated,  which resulted in those shares  becoming  "restricted  securities"
under Rule 144 of the Securities  and Exchange  Commission.  In connection  with
that  agreement,  it was  publicly  reported  in  Schedule  13Ds  filed with the
Securities  and  Exchange  Commission  that  the  buyers  intended  to  commence
negotiations  with  Riviera to acquire  the  company at a price of not less than
$15.00 per share. On March 2, 2006, discussions between the Special Committee of
Riviera's  Board  of  Directors  and  the  buyers  of  Mr.  Westerman's  shares,
concerning their possible acquisition of Riviera,  terminated due to the buyers'
and our Special Committee's did not reach agreement on the acquisition price.
Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and
Exhibits








SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this  report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: March 7, 2006                          RIVIERA HOLDINGS CORPORATION


                                                By: /s/ Duane Krohn
                                                Treasurer and CFO