RIVIERA HOLDINGS CORP
8-A12B, 1996-05-07
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          ----------------------------


                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


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

                  Nevada                                      88-0296885
   ----------------------------------------                 ----------------
   (State of incorporation or organization)                 (I.R.S. Employer
                                                            Identification No.)

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

<TABLE>

<C>                                                    <C>
If this Form relates to the registration of a class    If this Form relates to the registration of a class
of debt securities and is effective upon filing        of debt securities and is to become effective
pursuant to General Instruction A(c)(1) please         simultaneously with the effectiveness of a
check the following box. |_|                           concurrent registration statement under the
                                                       Securities Act of 1933 pursuant to General
                                                       Instruction A(c)(2) please check the following
                                                       box.   |_|
</TABLE>


        Securities to be registered pursuant to Section 12(b) of the Act:

         Title of each class                     Name of each exchange on which
         to be so registered                     each class is to be registered

       Common Stock, par value $.001                American Stock Exchange
- -------------------------------------------         ------------------------

        Securities to be registered pursuant to Section 12(g) of the Act:


                                      None
                  -------------------------------------------
                                (Title of class)



                  -------------------------------------------
                                (Title of class)

<PAGE>



Item 1.           Description of Registrant's Securities to be
                  Registered

         For a description of the common stock, par value $.001 per share (the
"Common Stock"), of the Company, see the information under Item 11 "Description
of Registrant's Securities to be Registered" in the Registration Statement on
Form 10 (Registration No. 021430) of the Registrant filed on July 1, 1993 (the
"Registration Statement"), which description is hereby incorporated herein by
reference.


Item 2.                    Exhibits

Exhibit 1                  The Company's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1995 (filed with
                           the Commission on March 19, 1996)

Exhibit 2                  The Company's Proxy Statement dated April 12, 1996
                           relating to the Company's Annual Meeting to be
                           held on May 10, 1996 (filed with the Commission on
                           April 12, 1996)

Exhibit 3                  Amended and Restated Articles of Incorporation of
                           the Company filed June 18, 1993 (filed as Exhibit
                           3.1 to the Company's Registration Statement on
                           Form S-1 (No. 33-67206) filed with the Commission
                           on August 11, 1993)

Exhibit 4                  Amendment to the Amended and Restated Articles of
                           Incorporation of the Company filed November 27,
                           1995

Exhibit 5                  Bylaws of the Company (filed as Exhibit 3.2 to the
                           Company's Registration Statement on Form S-1 (No.
                           33-67206) filed with the Commission on August 11,
                           1993)

Exhibit 6                  Specimen Certificate for Common Stock of the
                           Company


                                      - 2 -

<PAGE>



         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                           RIVIERA HOLDINGS CORPORATION


                                           By: /s/ William L. Westerman
                                              -----------------------------
                                              William L. Westerman
                                              Chairman of the Board, Chief
                                              Executive Officer
                                              and President


                                      - 3 -

<PAGE>


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