POLICY STATEMENT

A. I am aware of the inordinately large number of public and private individuals that have been involved in unethical business conduct over the past years. Rarely does a day go by when news stories involving betrayal of trust do not dominate the news scene. Stories of insider trading, embezzlement, bribery, kickbacks, and failure to complete Currency Transaction Reports abound in the market-place in which we operate. Fortunately, the Riviera has not been involved in these scandals. We need to make sure that all of us continue to serve with a high degree of personal and corporate integrity. We owe no less to ourselves and our customers.

B. The leadership of the Riviera Operating Corporation believes that the integrity of its operations can only be maintained through continuing and constant vigilance by its members. These Policy Guidelines, like the Riviera's Internal Reporting System, constitute an indispensable part of such vigilance.

C. Accordingly, I request your compliance with the attached guidelines in your daily business decision making.

IMPLEMENTATION

A. Annually, all management and other designated employees are required to sign the attached statement acknowledging that they have received, read, understood and are in compliance with these Company Policy Guidelines. Each designated employee is required to sign the policy statement and forward the signed statement to their Executive VP or Senior VP for proper review and signature. The Executive VP or Senior VP will then forward the signed statements to the Director, Human Resources.

B. Any willful failure to submit the Letter of Compliance or the making of a false statement will subject the individual responsible to appropriate disciplinary action, up to and including dismissal for cause. Procedure in such instances is as follows:

1. The Senior Vice President, Operations will distribute the Policy Guidelines on Conflicts of Interest and Ethical Business Conduct and Practices to selected employees. If the employee fails to comply, the Department Head's investigation, finding, and recommendation shall be noted in a summary report and forwarded to the Senior Vice President, Operations.

2. After reviewing the reports submitted by the Department Head, the Senior Vice President, Operations shall make additional inquiries if necessary. He shall then summarize all reports and report directly to the Chief Executive Officer in writing.

3. The Chief Executive Officer will make a final determination as to what disciplinary action is to be taken for any deviation from this policy.

C. Any employee who has any questions regarding these Policy Guidelines should discuss the matter with his/her supervisor. Supervisors should refer legal or accounting questions to corporate legal or accounting staff personnel.

•  When requesting vacation, you must complete the Riviera

Form "Vacation Notice" and submit it to your Supervisor for approval. The original must go to Payroll to be recorded. The pink copy should be retained by you. Additionally, if for legitimate reasons, you cannot take your vacation, you must complete a Request For Extension Of Time To Use Vacation (See Policy Memorandum #19 for details).

•  Violations of these Policy Guidelines shall be immediately reported directly to the Senior Vice President, Operations and to the Department Head concerned.

William L. Westerman

Chairman of the Board & Chief Executive Officer

POLICY GUIDELINES ON CONFLICTS OF INTEREST

AND ETHICAL BUSINESS CONDUCT AND PRACTICES

I. Conflicts of Interest

Riviera employees owe complete and undivided loyalty to the Company and must avoid situations which might involve conflicts between their personal interests and those of the Company. Any transaction which might involve a conflict of interest must be reviewed by the Department Head prior to consummation. If the amount received is $25,000 or more annually, the matter must be considered by the Riviera Board of Directors pursuant to the Board's policy with respect to "Related Party" transactions. It would be impossible to list all the conflicts of interest involving management personnel (and members of their immediate families), but some of the more noteworthy ones are as follows:

A. Having an interest, direct or indirect, in any non-publicly traded organization which is seeking or doing business with the Company except when such interest has been approved in writing by the Chairman of the Board of Riviera, based upon his determination as to the substantiality of such interest and the propriety of retaining it.

B. Receipt of personal non-business-related gifts of more than nominal value or any cash from persons doing or attempting to do business with the Company due to the employee's position or connections on any sales to, purchases by, or other activities of the Company. A business-related gift remains the property of the Company.

C. Serving as a Company representative in any transaction where the employee (or a close relative) has a substantial personal interest.

D. Acting as a consultant to any company or individual doing business, seeking to do business or competing with the Company.

E. Using or revealing material or confidential information about any phase of the Company business or information regarding customers, which action could also result in legal action against the person or persons involved.

F. Directly or indirectly entering into competition with the Company. A prime example of a violation of this provision is where an employee or a member of their immediate family owns, operates or invests in a casino, hotel, bar or restaurant.

G. Acquiring any property, the value of which might be enhanced by Company activities.

II. Ethical Business Conduct

The Company business must be conducted in strict conformance with the highest ethical standards and with all applicable laws and regulations. In some instances, the laws and regulations may be ambiguous or difficult to interpret. Management has access to proper legal advice within the corporate structure and must seek out and apply same in order to assure compliance with these Policy Guidelines. By way of illustration, but not of limitation, the following activities comprise foremost examples of unethical and, in certain instances, unlawful business practices:

A. Keeping books, records or accounts that do not accurately reflect Company transactions or the disposition of its assets.

B. Engaging in misrepresentation, false advertising or other deceptive business practices.

C. Offering to provide to, directly or indirectly, any individual, organization, or government entity (or any employee of the foregoing) which is seeking to or doing business with the Company or regulates its activities, non-business-related gifts of more than nominal value or gifts of money in any amount.

D. Using Company assets or funds for non-business-related or unauthorized purposes.

E. Knowingly doing business with any person who (i) has been determined to be unsuitable to be associated with a gaming enterprise by the Nevada Gaming Commission or other gaming regulatory agency; (ii) is included in the Nevada List of Excluded Persons; or (iii) is commonly and publicly considered to be notorious and unsavory by virtue of their conduct or their affairs.

III. Proper Accounting

All company records must accurately reflect and properly describe the transactions they record. There shall be no funds retained in any cash or suspense account which is maintained outside of the regular accounting procedures of the Company.

IV. Political Contributions

Riviera and its subsidiaries prohibit the use of corporate funds for political campaign contributions, except where they are permitted by state or local law. Political contributions of corporate funds relating to federal offices are prohibited by law. This prohibition covers not only direct contributions but indirect support of candidates or political parties, for instance in the form of purchase of tickets for special dinners or other fund-raising events, the loan of employees to political parties or committees, or the furnishing of transportation, special duplicating services, etc. Even though state or local law may authorize contributions, they should be cleared with the Corporate in-house attorney in light of the sensitive nature of any such contribution.

V. Assistance

The Corporate in-house attorney and his investigative staff are available at all times to help if there are any questions on this subject.

•  I certify that I do not have any unused vacation from prior years for which I have not submitted a Vacation Notice or a Request For Extension Of Time To Use Vacation.

VII. Acknowledgment

I am in compliance with and fully understand the Riviera Operating Corporation Policy Guidelines on Conflicts of Interest and Ethical Business Conduct.

__________________________________________________________
Print Last Name, First Name, MI and Title

__________________________________________________________
Signature                                                                             Date

Reviewed By:

__________________________________________________________
Print Last Name, First Name, MI and Title

__________________________________________________________
Signature                                                                             Date

In addition to the above Ethics Policy, the Disclosure Committee of the Riviera's parent corporation, Riviera Holdings Corporation ("RHC"), requires, among other things, that:

•  RHC files full, fair, accurate, timely and understandable disclosures in reports that RHC files with, or submits to, the Securities and Exchange Commission and in other public communications made by RHC; and

•  Employees promptly report internally to the in house legal counsel violations or suspected violations of inaccurate disclosures and other improprieties.