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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)



                          Riviera Holdings Corporation
--------------------------------------------------------------------------------
                                (Name of Issuer)


                          Common Stock, $.001 par value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    769627100
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 2005
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

          [_]  Rule 13d-1(b)

          [x]  Rule 13d-1(c)

          [_]  Rule 13d-1(d)

----------
     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).



CUSIP No. 769627100
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Stadia Capital, L.L.C.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (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

     0

6.   SHARED VOTING POWER

     601,838

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     601,838

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     601,838

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     4.85%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     OO

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



CUSIP No. 769627100
          ---------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Enrique J. Abeyta

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     601,838

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     601,838

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     601,838

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     4.85%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN

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



CUSIP No. 769627100
          ---------


1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     John J. Fleming

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     601,838

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     601,838

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     601,838

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     4.85%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN

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



CUSIP No. 769627100
          ---------


1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Richard J. Swift

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]

3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     601,838

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     601,838

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     601,838

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     4.85%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN

________________________________________________________________________________


CUSIP No. 769627100
          ---------


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).  Name, Principal Business Address, and Citizenship of Persons Filing:


            Stadia Capital, L.L.C.- Delaware
            140 East 45th Street
            31st Floor
            New York, New York 10017
            U.S.A.

            Enrique J. Abeyta - U.S.A.
            140 East 45th Street
            31st Floor
            New York, New York 10017
            U.S.A.

            John J. Fleming - U.S.A.
            140 East 45th Street
            31st Floor
            New York, New York 10017
            U.S.A.

            Richard J. Swift - U.S.A.
            140 East 45th Street
            31st Floor
            New York, New York 10017
            U.S.A.
            ____________________________________________________________________


      (d).  Title of Class of Securities:


            Common Stock, par value $.001 per share
            ____________________________________________________________________

      (e).  CUSIP Number:


            769627100
            ____________________________________________________________________


Item 3.     If This Statement  is filed  pursuant to ss.240.13d-1(b) or
            240.13d-2(b), or (c), check whether the person filing is a:

     (a)  [_]  Broker or dealer registered under Section 15 of the Exchange Act
               (15 U.S.C. 78c).

     (b)  [_]  Bank as defined in Section 3(a)(6) of the Exchange Act (15
               U.S.C. 78c).

     (c)  [_]  Insurance  company as defined in Section 3(a)(19) of the Exchange
               Act (15 U.S.C. 78c).

     (d)  [_]  Investment  company  registered under Section 8 of the Investment
               Company Act of 1940 (15 U.S.C. 80a-8).

     (e)  [_]  An investment adviser in accordance with
               s.240.13d-1(b)(1)(ii)(E);

     (f)  [_]  An employee  benefit plan or endowment  fund in  accordance  with
               s.240.13d-1(b)(1)(ii)(F);

     (g)  [_]  A parent  holding  company or control  person in accordance  with
               Rule 13d-1(b)(1)(ii)(G);

     (h)  [_]  A savings  association  as defined in Section 3(b) of the Federal
               Deposit Insurance Act (12 U.S.C.1813);

     (i)  [_]  A  church  plan  that  is  excluded  from  the  definition  of an
               investment  company  under  Section  3(c)(14)  of the  Investment
               Company Act of 1940 (15 U.S.C. 80a-3);

     (j)  [_]  Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership. *

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

* The shares reported herein are held in the accounts of various private
investment funds, the investments of which are managed by Stadia Capital, L.L.C.
or its affiliate, of which Enrique J. Abeyta, John J. Fleming and Richard J.
Swift are the managing members.

     (a)  Amount beneficially owned:

          Stadia Capital, L.L.C.- 601,838
          Enrique J. Abeyta - 601,838
          John J. Fleming - 601,838
          Richard J. Swift - 601,838
          ______________________________________________________________________



     (b)  Percent of class:

          Stadia Capital, L.L.C.- 4.85%
          Enrique J. Abeyta - 4.85%
          John J. Fleming - 4.85%
          Richard J. Swift - 4.85%
          ______________________________________________________________________

     (c)  Number of shares as to which the person has:

(i)      Sole power to vote or to direct the vote:

          Stadia Capital, L.L.C.- 0
          Enrique J. Abeyta - 0
          John J. Fleming - 0
          Richard J. Swift - 0

(ii)     Shared power to vote or to direct the vote:

          Stadia Capital, L.L.C.- 601,838
          Enrique J. Abeyta - 601,838
          John J. Fleming - 601,838
          Richard J. Swift - 601,838

(iii)    Sole power to dispose or to direct the disposition of:

          Stadia Capital, L.L.C.- 0
          Enrique J. Abeyta - 0
          John J. Fleming - 0
          Richard J. Swift - 0

(iv)     Shared power to dispose or to direct the disposition of:

          Stadia Capital, L.L.C.- 601,838
          Enrique J. Abeyta - 601,838
          John J. Fleming - 601,838
          Richard J. Swift - 601,838

Item 5.  Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].

         Stadia Capital, L.L.C.
         Enrique J. Abeyta
         John J. Fleming
         Richard J. Swift
         _______________________________________________________________________





Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified.  A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

         _______________________________________________________________________


Item 7.  Identification and  Classification of the Subsidiary Which Acquired the
         Security  Being  Reported on by the Parent  Holding  Company or Control
         Person.

     If a parent holding company or control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary.  If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.

            N/A
         _______________________________________________________________________


Item 8.  Identification  and  Classification  of Members of the Group.

     If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.

            N/A
         _______________________________________________________________________


Item 9.  Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity.  See Item 5.

            N/A
          ______________________________________________________________________




Item 10.  Certification.

          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 such 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.


STADIA CAPITAL, L.L.C.**


/s/ Enrique J. Abeyta
_____________________
Enrique J. Abeyta
Managing Member

/s/ John J. Fleming
_____________________
John J. Fleming
Managing Member

/s/ Richard J. Swift
_____________________
Richard J. Swift
Managing Member



ENRIQUE J. ABEYTA**

/s/ Enrique J. Abeyta
_____________________
Enrique J. Abeyta

JOHN J. FLEMING**

/s/ John J. Fleming
_____________________
John J. Fleming

RICHARD J. SWIFT**

/s/ Richard J. Swift
_____________________
Richard J. Swift

Date:  February 13, 2006

**The Reporting Persons disclaim beneficial ownership in the shares reported
herein except to the extent of their pecuniary interest therein.



                                                                       Exhibit A


                                    AGREEMENT

The undersigned agree that this Schedule 13G, Amendment No. 1 dated February 13,
2006 relating to the Common Stock of Riviera Holdings Corporation shall be filed
on behalf of the undersigned.


STADIA CAPITAL, L.L.C.


/s/ Enrique J. Abeyta
_____________________
Enrique J. Abeyta
Managing Member

/s/ John J. Fleming
_____________________
John J. Fleming
Managing Member

/s/ Richard J. Swift
_____________________
Richard J. Swift
Managing Member


ENRIQUE J. ABEYTA

/s/ Enrique J. Abeyta
_____________________
Enrique J. Abeyta


JOHN J. FLEMING

/s/ John J. Fleming
_____________________
John J. Fleming


RICHARD J. SWIFT

/s/ Richard J. Swift
_____________________
Richard J. Swift






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