CERTIFICATE OF AMENDMENT OF BYLAWS
                                                        OF
                                           RIVIERA HOLDINGS CORPORATION


         The undersigned, as Secretary of RIVIERA HOLDINGS CORPORATION, a Nevada
corporation, does hereby certify that the following amendments to the bylaws of
the corporation (the "Bylaws") were duly adopted by the Directors at a meeting
of the corporation's Board of Directors on the 12th day of August 2008.

                           RESOLVED, that Section 1.08(g) shall be amended and
restated as follows:

         (g)  At any meeting of shareholders where a quorum is present:

                           (i) Except as provided in Sections 2.06 and 2.04 of
                  Article II or in the next sentence, each director shall be
                  elected by the vote of the majority of the shares cast with
                  respect to the election of directors. Notwithstanding the
                  foregoing, if at the close of the notice periods set forth in
                  Section 1.14 of this Article I, the Chairman of the Board, or
                  if no Chairman, then the entire Board, determines that the
                  number of persons properly nominated to serve as directors of
                  the corporation exceeds the number of directors to be elected
                  (a "Contested Election"), the directors shall be elected by a
                  plurality of the votes of the shares represented at the
                  meeting and entitled to vote on the election of directors. For
                  purposes of this Section 1.08 (g), a vote of the majority of
                  the shares cast means that the number of shares voted "for" a
                  director must exceed the number of votes "withheld" from his
                  or her election or cast "against" his or her election. If a
                  director is not elected in a non-Contested Election, the
                  director shall offer to tender his or her resignation to the
                  Board of Directors. The Governance and Nominating Committee of
                  the Board of Directors, or such other committee designated by
                  the Board pursuant to Section 2.15 of Article II for the
                  purpose of recommending director nominees to the Board of
                  Directors, will make a recommendation to the Board of
                  Directors as to whether to accept or reject the resignation,
                  or whether other action should be taken. The Board of
                  Directors will act on the committee's recommendation and
                  publicly disclose its decision and rationale within 90 days
                  following the date of the certification of the election
                  results. The director who tenders his or her resignation
                  pursuant to this Section 1.08(g) will not participate in the
                  Board's decision with respect to that resignation.

                       (ii) For all matters other than the election of
                  directors, unless the Articles of Incorporation or these
                  Bylaws provide for a different proportion, the affirmative
                  vote of holders of at least a majority of the voting power
                  represented at the meeting and entitled to vote on any matter
                  shall be the act of the stockholders, unless voting by classes
                  is required for any action of the stockholders by the laws of
                  the State of Nevada, the Articles of Incorporation or these
                  Bylaws, in which case the affirmative vote of holders of at
                  least a majority of the voting power of each such class shall
                  be required.



DATED:  August 14, 2008


                                               By:/s/TULLIO J. MARCHIONNE
                                               ----------------------------
                                               TULLIO J. MARCHIONNE, Secretary