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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Amendment No.: 4
Name of Issuer: Riviera Holdings Corporation
Title of Class of Securities: Common Stock
CUSIP Number: 769 672 100
(Date of Event Which Requires Filing of this Statement)
August 29, 2000
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/X/ Rule 13d-l(b)
/X/ Rule 13d-l(c)
/ / Rule 13d-l(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed,, for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP Number: 769 672 100
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
James D. Bennett
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. Sole Voting Power:
0
6. Shared Voting Power:
371,070
7. Sole Dispositive Power:
0
8. Shared Dispositive Power:
371,070
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
371,070
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
2
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11. Percent of Class Represented by Amount in Row (9)
9.44%
12. Type of Reporting Person
IN
3
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CUSIP Number: 769 672 100
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Restructuring Capital Associates, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of organization
Delaware
Number of Shares Beneficially owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
259,749
7. Sole Dispositive Power:
8. Shared Dispositive Power:
259,749
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
259,749
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
4
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11. Percent of Class Represented by Amount in Row (9)
6.60%
12. Type of Reporting Person
PN, IA
5
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CUSIP Number: 769 672 100
1. Name of Reporting Person I.R.S. Identification No. of
Above Person
Bennett Restructuring Fund, L.P.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
259,749
7. Sole Dispositive Power:
8. Shared Dispositive Power:
259,749
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
259,749
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
6
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CUSIP Number: 769 672 100
1. Name of Reporting Person
I.R.S. identification No. of Above Person
Bennett Offshore Restructuring Fund, Inc.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
111,321
7. Sole Dispositive Power:
8. Shared Dispositive Power:
111,321
9. Aggregate Amount Beneficially owned by Each Reporting
Person
111,321
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
7
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11. Percent of Class Represented by Amount in Row (9)
2.83%
12. Type of Reporting Person
CO
8
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Item 1(a) Name of Issuer: Riviera Holdings Corporation
(b) Address of Issuer's Principal Executive Offices:
2901 Las Vegas Boulevard
South Las Vegas, Nevada 89109
Item 2(a) - (c). Name, Principal Business Address, and
Citizenship of Persons Filing:
James D. Bennett
Restructuring Capital Associates, L.P.
Bennett Restructuring Fund, L.P.
2 Stamford Plaza
Suite 1501
281 Tresser Boulevard
Stamford, Connecticut 06901
Bennett Offshore Restructuring Fund, Inc.
P.O. Box 2003 GT
Grand Pavilion Commercial Centre
Bougainvillea Way
802 West Bay Road
Grand Cayman, Cayman Islands
James D. Bennett - United States citizen
Restructuring Capital Associates, L.P. and Bennett
Restructuring Fund, L.P. - Delaware limited
partnerships
Bennett Offshore Restructuring Fund, Inc. - Cayman
Islands Exempted Company
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 769 672 100
Item 3. If this statement is filed pursuant to Rule
13d-1(b)(1) or 13d-2(b) or (c) check whether the person
filing is:
(a) / / Broker or dealer registered under Section 15
of the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
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(c) / / Insurance Company as defined in Section
3(a)(19) of the Act,
(d) / / Investment Company registered under Section 8
of the Investment Company Act,
With respect to Restructuring Capital
Associates, L.P.:
(e) /X/ Investment Adviser registered under Section
203 of the investment Advisers Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund,
(g) / / Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G),
(h) / / Savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act,
(i) / / Church plan excluded from the definition of an
investment company under Section 3(c)(14) of
the Investment Company Act,
(j) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
With respect to James D. Bennett and Bennett Restructuring
Fund, L.P.:
If this statement is filed pursuant to Rule 13d-l(c), check
this box. /X/
Item 4. Ownership.
As of August 29, 2000:
(a) Amount Beneficially owned: James D. Bennett-
371,070; Bennett Restructuring Fund, L.P.-
259,749; Bennett Offshore Restructuring Fund
Inc.-111,321
(b) Percent of Class: James D. Bennett-9.44%;
Bennett Restructuring Fund L.P.-6.60%; Bennett
Offshore Restructuring Fund Inc.-2.83%
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(c) James D. Bennett: 371,070 shares with shared
power to vote or to direct the vote; 0 shares
with sole power to vote or to direct the vote;
371,070 shares with shared power to dispose or
to direct the disposition of; 0 shares with
the sole power to dispose or to direct the
disposition of
Bennett Restructuring Fund, L.P.: 259,749
shares with shared power to vote or to direct
the vote; 0 shares with sole power to vote or
to direct the vote; 259,749 shares with shared
power to dispose or to direct the disposition
of; 0 shares with the sole power to dispose or
to direct the disposition of
Bennett Offshore Restructuring Fund Inc.:
111,321 shares with shared power to vote or to
direct the vote; 0 shares with sole power to
vote or to direct the vote; 111,321 shares
with shared power to dispose or to direct the
disposition of; 0 shares with the sole power
to dispose or to direct the disposition of
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7. Identification and Classification of the
subsidiary Which Acquired the Security Being
Reported by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of
the Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
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Item 10.
Certification for Rule 13d-l(b): By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose or effect.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the
information set forth in this statement is true,
complete and correct.
RESTRUCTURING CAPITAL ASSOCIATES, L.P.
By: Bennett Capital Corporation,
General Partner
/s/ James D. Bennett
By:_______________________________
James D. Bennett, President
September 7, 2000
Certification for Rule 13d-1(c): By signing below I certify
that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in
any transaction having that purpose or effect.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information
set forth in this statement is true, complete and
correct.
/s/ James D. Bennett
________________________________
James D. Bennett, President
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BENNETT RESTRUCTURING FUND, L.P.
By: Restructuring Capital Associates,
L.P., General Partner
By: Bennett Capital Corporation,
General Partner
/s/ James D. Bennett
By:________________________________
James D. Bennett, President
Certification for Rule 13d-l(c): By signing below I certify
that, to the best of my knowledge and belief, the securities
referred to above were not acquired and are not held for the
purpose of with the effect of changing or influencing the
control of the issuer of the securities and were not acquired
and are not held connection with or as a participant in any
transaction having t purpose or effect.
After reasonable inquiry and to the best of my
knowledge a belief, I certify that the information set
forth in this statement is true, complete and correct.
BENNETT OFFSHORE RESTRUCTURING FUND,
INC
/s/ James D. Bennett
By:_______________________________
James D. Bennett, Director
September 7, 2000
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G dated
September 7, 2000 relating to the Common Stock of Riviera
Holdings Corporation shall be filed on behalf of the undersigned.
/s/ James D. Bennett
___________________________________
James D. Bennett
RESTRUCTURING CAPITAL ASSOCIATES, L.P.
By: Bennett Capital Corporation
General Partner
/s/ James D. Bennett
By: _________________________________
James D. Bennett, President
BENNETT RESTRUCTURING FUND, L.P.
By: Restructuring Capital
Associates, L.P.
General Partner
By: Bennett Capital Corporation
General Partner
/s/ James D. Bennett
By: _________________________________
James D. Bennett, President
By: BENNETT OFFSHORE RESTRUCTURING
FUND, INC.
/s James D. Bennett
By: _________________________________
James D. Bennett, Director
75252000.BF1
