May 10, 1996 Restated Articles of Incorporation
 
                                  EXHIBIT 3
                            ARTICLES OF INCORPORATION
                          -------------------------
 
                                  SECOND RESTATED
                             ARTICLES OF INCORPORATION
                                        OF
                          RIVIERA HOLDINGS CORPORATION
 
 
      Pursuant to the provisions of Nevada Revised Statutes ("NRS") Section
78.403 the undersigned corporation adopts these Second Restated Articles of
Incorporation. The Amended and Restated Articles of Incorporation filed June 18,
1993, and as amended to the date of this certificate, are hereby Restated as
follows:
 
 
                                     ARTICLE I
                                       NAME
 
      The name of the corporation shall be RIVIERA HOLDINGS CORPORATION.
 
 
                                    ARTICLE II
                                 REGISTERED OFFICE
 
      The name of the Resident Agent and the street address of the registered
office in the State of Nevada where process may be served upon the corporation
is John A. Wishon, Riviera Hotel & Casino, 2901 Las Vegas Boulevard South, Las
Vegas, Clark County, Nevada 89109. The corporation may, from time to time, in
the manner provided by law, change the resident agent and the registered office
within the State of Nevada. The corporation may also maintain an office or
offices for the conduct of its business, either within or without the State of
Nevada.
 
 
                                    ARTICLE III
                                   CAPITAL STOCK
 
      Section 1. Authorized Shares. The total number of shares of capital stock
of the corporation which the corporation shall have authority to issue is
20,000,000 shares of common stock, par value $.001 (the "Common Stock").
Notwithstanding the foregoing, the corporation shall be prohibited from issuing
equity securities having no voting rights whatsoever.
 
      Section 2. Consideration for Shares. The capital stock authorized by
Section 1 of this Article shall be issued for such consideration as shall be
fixed, from time to time, by the Board of Directors.
 
 
 
<PAGE>
 
 
 
      Section 3. Assessment of Stock. The capital stock of the corporation,
after the amount of the subscription price has been fully paid in, shall not be
assessable for any purpose, and no stock issued as fully paid shall ever be
assessable or assessed. No stockholder of the corporation is individually liable
for the debts or liabilities of the corporation.
 
      Section 4. Cumulative Voting For Directors. No stockholder of the
corporation shall be entitled to cumulative voting of their shares for the
election of directors.
 
      Section 5. Preemptive Rights. No stockholder of the corporation shall have
any preemptive rights.
 
      Section 6. Special Common Stock Voting Provisions. The holders of Common
Stock shall, subject to Section 7, be entitled to one (1) vote for each share
held and any action requiring the consent of the holders of Common stock shall
be approved by the stockholders holding at least a majority of the voting power
of the shares then outstanding, subject to the following special requirements.
 
            (a) Commencing on the date of initial issuance of shares of Common
Stock and ending on the first anniversary thereof, the affirmative vote of the
stockholders holding at least sixty percent (60%) of the voting power of the
shares of Common Stock outstanding, voting separately as a single class, in
person or in proxy, either In writing without a meeting or at a special or
annual meeting of holders of Common Stock called for that purpose, shall be
required before the corporation may Issue, in any single or related series of
transactions, preferred stock, warrants, options or other securities (other than
shares of Common Stock), exchangeable for, convertible into, or having the right
to purchase with or without consideration, an amount of Common Stock equal to up
to twenty percent (20%) or more of the Common Stock or common stock equivalents
outstanding immediately prior to the proposed transaction.
 
            (b) At any time after the initial Issuance of shares of Common
Stock, the affirmative vote of sixty percent (60%) of the shares of Common Stock
then outstanding, voting separately as a single class, in person or in proxy,
either in writing without a meeting or at a special or annual meeting of holders
of Common Stock called for that purpose, shall be necessary to:
 
                  (i) Amend the Articles of Incorporation of the corporation or
approve any resolution adopted by the Board of Directors which would materially
alter or change the powers, preferences or special rights of the Common Stock so
as to adversely affect the holders of the Common Stock, or to otherwise amend
Section 7 of the Articles of Incorporation (to the extent provided in Subsection
7(m)).
 
                  (ii) Amend the Articles of Incorporation of the corporation or
approve any resolution adopted by the Board of Directors which would authorize
or increase the authorized number of shares of any class or series of stock of
the corporation ranking
 
                                      -2-
 
<PAGE>
 
 
 
senior in preference or privilege to the Common Stock either as to dividends or
upon liquidation, dissolution or winding up;
 
                  (iii) Authorize any merger or consolidation, the effect of
which is that (A) the corporation will not be the continuing or surviving
person, or (B) if the corporation is the continuing or surviving person, the
shares of Common Stock of the corporation outstanding immediately prior to such
transaction shall be changed into or exchanged for equity securities, or other
securities of any other person, or for cash or any property other than
securities; and
 
                  (iv) Authorize (A) any sale, lease or exchange of all or
substantially all of the properties or assets of the corporation in one
transaction or a related series of transactions, or (8) the voluntary
liquidation, dissolution or winding up of the corporation.
 
      Section 7.  Substantial Stockholders.
 
            (a) It is the declared intent and policy of this corporation and its
stockholders that control of this corporation is an asset that belongs to all
stockholders of this corporation and that all such stockholders are entitled (i)
to participate, through an election to sell or otherwise dispose of their
shares, in any proposed acquisition of control of this corporation by another
person, and (ii) to be offered a price for their shares which is fair and
equitable under the circumstances and which includes an appropriate premium for
the acquisition of such control.
 
            (b) From and after the date any person first becomes a Substantial
Stockholder (as defined in Subsection 7(f)(2)) until such time as such person
shall cease to be a Substantial Stockholder, holders of issued and outstanding
shares of Common Stock (as defined in Subsection 7(f)(10)) beneficially owned
(as defined in Subsection 7(f)(3)) by such Substantial Stockholder, as of any
record date for the determination of stockholders entitled to vote on or consent
to any matter, in excess of 10% of the then issued and outstanding shares of
Common Stock shall, subject to the provisions of the last two sentences of this
Subsection 7(b), be entitled to cast only one-hundredth (1/100) of one vote per
share for each such share in excess of 10% of the then issued and outstanding
shares of Common Stock. Notwithstanding the foregoing, in the event such
Substantial Stockholder, or an Affiliate (as defined in Subsection 7(f)(7))
thereof, or any other person deemed to be the beneficial owner of Common Stock
also beneficially owned by such Substantial Stockholder, shall consummate a
Tender Offer (as defined in Subsection 7(f)(9)) conforming with the provisions
of Subsections 7(d) and 7(e), holders of all Common Stock beneficially owned by
such Substantial Stockholder shall thereupon be entitled to cast one vote per
share of Common Stock on each matter voted upon or consented to by the holders
of Common Stock of this corporation. The number of votes which may be cast by
any record owner by virtue of the provisions of this Section 7 in respect of
Common Stock beneficially owned by a Substantial Stockholder shall be a number
equal to the total number of votes which a single record owner of all shares of
Common Stock beneficially owned by such Substantial Stockholder would be
entitled to cast, multiplied by a fraction,
 
                                      -3-
 
<PAGE>
 
 
 
the numerator of which is the number of shares of Common Stock beneficially
owned by such Substantial Stockholder and owned of record by such record owner
and the denominator of which is the total number of shares of Common Stock
beneficially owned by such Substantial Stockholder, whether or not owned of
record.
 
            (c) Until such time as a Substantial Stockholder (or an Affiliate
thereof or any other person deemed to be the beneficial owner of Common Stock
also beneficially owned by such Substantial Stockholder) shall consummate a
Tender Offer conforming with the provisions of Subsections 7(d) and 7(e), in no
event (but subject to the provisions of the last sentence of this Subsection
7(c)) shall such Substantial Stockholder and the record owner(s) of all shares
of any Common Stock beneficially owned by such Substantial Stockholder
collectively be entitled or permitted to cast, by virtue of their beneficial or
record ownership of Common Stock beneficially owned by such Substantial
Stockholder, in excess of 15% of the total number of votes which the holders of
all then outstanding Common Stock would (after giving effect to the provisions
of Subsection 7(b)) be entitled to cast on any matter presented to the holders
of Common Stock for vote. If the provisions of the preceding sentence shall have
the effect of reducing the total number of votes which any Substantial
Stockholder and the record owner(s) of Common Stock beneficially owned by such
Substantial Stockholder shall be entitled to cast, such reduction shall be
effected, and the number of votes which such record owner(s) shall be entitled
to cast (by reason of this Subsection 7(c)) shall be determined, in accordance
with the provisions of the last sentence of Subsection 7(b).
 
            (d) The Tender Offer referred to in the second sentence of
Subsection 7(b) and in the first sentence of Subsection 7(c) shall mean a Tender
Offer to acquire at not less than the applicable Offer Price (as defined in
Subsection 7(e)) any and all shares of Common Stock then outstanding and not
beneficially owned by the Substantial Stockholder to which such Tender Offer
relates. In no event shall any Tender Offer referred to in this Subsection 7(d)
remain open for less than twenty (20) business days (as defined in the General
Rules and Regulations under the Securities Exchange Act of 1934, as in effect on
the Effective Date) or provide that shares duly tendered pursuant thereto will
not be purchased within forty (40) business days after the commencement of such
Tender Offer, and in the event that at the time such Tender Offer is commenced
the terms and conduct thereof shall riot be directly regulated by Sections 14(d)
or 13(a) of the Securities Exchange Act of 1934 and the Rules and Regulations
thereunder, or any successor federal laws and regulations, then such Tender
Offer shall conform in all respects with the provisions of the Securities
Exchange Act of 1934 and the General Rules and Regulations thereunder, as in
effect on the Effective Date. The consideration to be received by holders of
Common Stock in any such Tender Offer shall be in the form of cash (which may be
payable by check) exclusively, and such Tender Offer shall be deemed consummated
only when payment in full shall be made for all duly tendered shares. A Tender
Offer shall not be deemed to have conformed or compiled with the provisions of
this Subsection 7(d) unless (i) such Substantial Stockholder or Affiliate
requests the Board of Directors to note it if the board or a majority of the
Continuing Directors (as defined in Subsection 7(f)(5)), as the case may be,
exercises its discretion to utilize an "Established Price, as contemplated by
Subsection
 
                                      -4-
 
<PAGE>
 
 
 
7(e)(2) and (ii) such Tender Offer is commenced within thirty (30) days after
the first public announcement thereof setting forth the Offer Price thereof
(such public announcement being hereinafter referred to as the "Announcement" of
such Tender Offer.)
 
            (e) (1) The "Offer Price" for any Tender Offer referred to in
Subsection 7(d) shall be an amount per share of Common Stock equal to the
highest price per share of Common Stock (including brokerage commissions,
transfer taxes and soliciting dealers' fees) paid or agreed to be paid by such
Substantial Stockholder (or any of its Affiliates or any other person deemed to
be the beneficial owner of Common Stock also beneficially owned by such
Substantial Stockholder) in acquiring any shares of Common Stock within the
consecutive three (3) year period preceding the date of the Tender Offer;
provided, however, that a majority of the Whole Board (as defined in Subsection
7(f)(6)), in its discretion, may determine, but only if a majority of the Whole
Board shall then consist of Continuing Directors or, if a majority of the Whole
Board shall not then consist of Continuing Directors, a majority of the then
Continuing Directors, in their discretion, may determine, that, in lieu of an
amount per share of Common Stock determined above, such Offer Price shall be an
amount per share of Common Stock which shall not be less than a price per share
of Common Stock (the "Established Price") established and determined in writing
by an independent, nationally recognized investment-banking firm selected by a
majority of the Whole Board, but only if a majority of the Whole Board shall
then consist of Continuing Directors, or, if a majority of the Whole Board does
not then consist of Continuing Directors, by a majority of the then Continuing
Directors, as then a fair and appropriate price (considering this corporation,
on a consolidated basis, as a going concern or on the basis of its value in
liquidation, whichever circumstance would result in the highest such price) for
the sale of this corporation in a privately negotiated, arm's-length transaction
with a person other than a Substantial Stockholder or an Affiliate of such
Substantial Stockholder, in light of then prevailing economic conditions, the
business and assets of and future prospects for this corporation, the
synergistic benefits expected to be derived by the acquiring person(s) from an
acquisition of or combination with this corporation, recent examples of similar
transactions and other factors then generally considered and relied upon by the
investment banking community in making determinations or recommendations as to
price in arm's- length acquisition transactions.
 
                  (2) This corporation shall furnish to any Substantial
Stockholder requesting in writing (such request to be addressed to this
corporation's chairman of the board at the principal executive offices of this
corporation), within ninety (90) days after receipt of such request, a
certificate of an officer of this corporation either specifying the Established
Price, or stating that the Board of Directors or a majority of the Continuing
Directors, as the case may be, has determined not to utilize an Established
Price, pursuant to Subsection 7(e)(1). Each such request by a Substantial
Stockholder shall specify the price paid or agreed to be paid for shares of
Common Stock within the three (3) year period referred to in Subsection 7(e)(1).
In the event there shall be no Announcement of a Tender Offer complying with the
provisions of Subsections 7(d) and 7(e) within forty-five (45) days after
receipt of any such certificate by the Substantial Stockholder making such
request, such Substantial Stockholder shall no longer be entitled to rely
thereon or act on
 
                                      -5-
 
<PAGE>
 
 
 
the basis thereof. In such event, such Substantial Stockholder shall be entitled
to make a further request as to the determination to utilize an Established
Price, and the Board of Directors, or the Continuing Directors, as the case may
be, shall be authorized and empowered, in response to any such subsequent
request (such subsequent request and response to conform with and to be subject
to the foregoing provisions of this Subsection 7(e)(2) to determine whether to
utilize an Established Price as contemplated by Subsection 7(e)(1)) established
and determined (as hereinabove provided) on the basis of then prevailing
circumstances.
 
                  (3) Historical prices per share applied in accordance with
Subsection 7(e)(1) shall be appropriately adjusted to reflect stock splits,
combinations and recapitalization of the shares of Common Stock subsequent to
the date on or as of which such prices are to be determined.
 
            (f) For the purposes of this Section 7:
 
                  (1) A "Person" shall mean any individual, firm, corporation or
other entity.
 
                  (2) "Substantial Stockholder" shall mean any person or Group
(as defined in Subsection 7(f)(13)), other than this corporation or any
Subsidiary (as defined in Subsection 7(f)(8)), who or which has acquired within
any consecutive three year period beneficial ownership, directly or indirectly,
of more than 10% of the outstanding Common Stock (determined solely on the basis
of the total number of shares of Common Stock so beneficially owned (and without
giving effect to the number or percentage of votes entitled to be cast in
respect of such shares), in relation to the total number of shares of Common
Stock issued and outstanding, provided, however, that a person shall not be
deemed to be a Substantial Stockholder by reason of any shares of Common Stock
issued to such person pursuant to the Joint Plan (as defined in Subsection
7(f)(11)), provided further, however, that a person shall not be deemed to be a
Substantial Stockholder for any purposes hereof, it such person (or an Affiliate
thereof or any other person deemed to be the beneficial owner of Common Stock
also beneficially owned such person) shall, prior to the time such person
becomes the beneficial owner directly or indirectly of more than 10% of the
outstanding Common Stock, commences and thereafter shall consummate a Tender
Offer for any and all shares of Common Stock, the terms of which shall be
approved and recommended to stockholders as in the best interests of the Company
and its stockholders, by two-thirds of the members of the Whole Board (but only
if at least a majority of the members of the Board of Directors acting upon such
matter shall be Continuing Directors).
 
            (3) "Beneficial ownership" shall be determined pursuant to Rule
13d-3 of the General Rules and Regulations under the Securities Exchange Act of
1934 (or any successor rule or statutory provision), or if said Rule 13d-3 shall
be rescinded and there shall be no successor rule or statutory provision
thereto, pursuant to said Rule 13d-3 as in
 
                                      -6-
 
<PAGE>
 
 
effect as of the Effective Date; provided however that a person shall, in any
event, also be deemed the "beneficial owner" of any Common Stock
 
                  (a) which such person or any of its Affiliates or Group
beneficially owns, directly or indirectly; or
 
                  (b) which such person or any of its Affiliates has (i) the
right to acquire (whether such right is exercisable immediately or only after
the passage of time) pursuant to any agreement, arrangement or understanding or
upon the exercise of conversion rights, exchange rights, warrants, or options,
or otherwise, or (ii) sole or shared voting or investment power with respect
thereto pursuant to any agreement, arrangement, understanding, relationship or
otherwise (but shall not be deemed to be the beneficial owner of any Common
Stock solely by reason of a revocable proxy granted for a particular meeting of
stockholders, pursuant to a public solicitation of proxies for such meeting,
with respect to shares of which neither such person nor any such Affiliate is
otherwise deemed the beneficial owner); or
 
                  (c) which are beneficially owned, directly or indirectly, by
any other person with which such first mentioned person or any of its Affiliates
acts as a partnership, limited partnership, syndicate or other group pursuant to
any agreement, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of capital stock of this corporation;
and provided further, however, that (i) no director or officer of this
corporation (nor any Affiliate of any such director or officer) shall, solely by
reason of any or all of such directors or officers acting in their capacities as
such, be deemed, for any purposes hereof, to beneficially own any Common Stock
beneficially owned by any other such director or officer (or any Affiliate
thereof, and (ii) no employee stock ownership or similar plan of this
corporation or any Subsidiary nor any trustee with respect thereto (nor any
Affiliate of such trustee) shall, solely by reason of such capacity of such
trustee, be deemed, for any purposes hereof, to beneficially own any Common
Stock held under any such plan.
 
                  (4) For purposes of computing the percentage of beneficial
ownership of Common Stock of a person in order to determine whether such person
is a Substantial Stockholder, the outstanding Common Stock shall Include shares
deemed owned by such person through application of Subsection 7(f)(3) but shall
not include any other Common Stock which may be issuable by this corporation
pursuant to any agreement, or upon exercise of conversion rights, warrants or
options, or otherwise. For all other purposes, the outstanding Common Stock
shall include only Common Stock then outstanding and shall not include any
Common Stock which may be issuable by this corporation pursuant to any
agreement, or upon the exercise of conversion rights, warrants or options, or
otherwise.
 
                  (5) "Continuing Director" shall mean a person who was a member
of the Board of Directors as of the Effective Date or thereafter elected by the
stockholders or appointed by the Board of Directors of this corporation prior to
the date as of which the
 
                                      -7-
 
<PAGE>
 
 
 
Substantial Stockholder in question became a substantial Stockholder, or a
person designated (before his initial election or appointment as a director) as
a Continuing Director by a minority of the Whole Board, but only if a majority
of the Whole Board shall then consist of Continuing Directors, or, if a majority
of the Whole Board shall not then consist of Continuing Directors, by a majority
of the then Continuing Directors.
 
                  (6) "Whole Board" shall mean the total number of directors
which this corporation would have if there were no vacancies.
 
                  (7) "Affiliate" of any specified person means a person that
directly or indirectly, through one or more intermediaries, controls, or is
controlled by or under direct or indirect common control with, such specified
person. For purposes of this definition, "control" (including, with correlative
meanings, the terms "controlled by" and "under common control with",) as used
with respect to any person, shall mean the possession, directly or indirectly,
or the power to direct or cause the direction of the management or polices of
such person, whether through the ownership of Common Stock or by agreement or
otherwise.
 
            (8) "Subsidiary" shall mean any corporation of which a majority of
each class of equity security (as defined in Rule 3a11-1 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as in effect on the
Effective Date) Is owned, directly or indirectly, by this corporation.
 
            (9) "Tender Offer" shall mean an offer to acquire equity securities
pursuant to a request or invitation for tenders.
 
            (10) "Common Stock" shall mean this corporation's common stock
authorized as of the Effective Date and shall also include any capital stock of
any class or series of this corporation thereafter authorized which shall be
neither limited nor entitled to a fixed sum or percentage in respect of
dividends and in the distribution of assets upon the voluntary or involuntary
liquidation, dissolution or winding up of this corporation. In the event there
shall at any time be more than one class or series of capital stock issued and
outstanding which constitutes Common Stock, all references In this Section 7 to
Common Stock, or to any Tender Offer, Offer Price or Established Price, shall be
deemed to refer to and apply to each such class or series of Common Stock
individually and the provisions of this Section 7 shall be deemed to apply
separately to each such class or series of Common Stock.
 
            (11) "Joint Plan" means the Debtor's and Bondholders' Committee's
Joint Plan of Reorganization, dated October 30, 1992, as amended by the Amended
Joint Plan of Reorganization dated November 30, 1992, the Second Amended Joint
Plan of Reorganization dated January 8, 1993 and the Modified and Restated
Second Amended Joint Plan of Reorganization dated June 4, 1993 (and as may be
further amended or modified) in connection with the Reorganization case.
 
 
                                      -8-
 
<PAGE>
 
 
 
 
            (12) "Effective Date" means the date of initial issuance of the
Common Stock.
 
            (13) "Group" means a "group" as used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934 (or any successor rule or statutory
provision).
 
            (g) Notwithstanding anything to the contrary contained in this
Section 7, at any time prior to the time that a Stockholder becomes a
Substantial Stockholder, if two-- thirds of the Whole Board shall have the power
to waive, but only if two-thirds of the Whole Board shall then consist of
Continuing Directors, or, if two-thirds of the Whole Board shall not then
consist of Continuing Directors, two-thirds of the then Continuing Directors
shall have the power to waive, the voting limitation with respect to a
Substantial Stockholder set forth in Subsection 7(b) if it is determined by
two-thirds of such Whole Board (or Continuing Directors, as the case may be)
that the accumulation of such shares of Common Stock by the Substantial
Stockholder will not have an adverse effect on this corporation,
 
            (h) A majority of the Whole Board shall have the power to determine,
but only if a majority of the Whole Board shall then consist of Continuing
Directors, or, if a majority of the Whole Board shall not then consist of
Continuing Directors, a majority of the then Continuing Directors, for the
purposes of this Section 7, on the basis of information known to them: (i) the
number of shares of Common Stock beneficially owned by any person; (ii) whether
a person is an Affiliate of another; (iii) whether a person has an agreement,
arrangement or understanding with another as to the matters referred to in
Subsection 7(f)(3); (iv) whether the purchase price offered pursuant to any
Tender Offer referred to In Subsection 7(d) conforms to the requirements as to
minimum Offer Price set forth in Subsection 7(e); and (v) any other factual
matter relating to the applicability or effect of this Section 7.
 
            (i) A majority of the Whole Board shall have the right to demand,
but only if a majority of the Whole Board shall then consist of Continuing
Directors, or, if a majority of the Whole Board shall not then consist of
Continuing Directors, a majority of the then Continuing Directors, that any
person who it is reasonably believed is a Substantial Stockholder (or holds of
record Common Stock beneficially owned by any Substantial Stockholder) supply
this corporation with complete information as to: (i) the record owner(s) of all
shares beneficially owned by such person who it is reasonably believed is a
Substantial Stockholder; (ii) the number of, and class or series of, shares
beneficially owned by such person who it is reasonably believed is a Substantial
Stockholder and held of record by each such record owner and the number(s) of
the stock certificate(s) evidencing such shares; and (iii) any other factual
matter relating to the applicability or effect of this Section 7, as may
reasonably be requested of such person, and such person shall furnish such
information within 10 days after the receipt of such demand.
 
            (j) Except as otherwise provided by law, the presence, in person or
by proxy, of the holders of record of shares of Common Stock of this corporation
entitling the holders thereof to cast a majority of the votes (after giving
effect, if required, to the
 
                                      -9-
 
<PAGE>
 
 
 
provisions of this Section 7) entitled to be cast by the holders of shares of
Common Stock of the corporation entitled to vote shall constitute a quorum at
all meetings of the holders of Common Stock, and every reference in the Articles
of Incorporation to a majority or other proportion of Common Stock (or the
holders thereof) for purposes of determining any quorum requirement or any
requirement for stockholder consent or approval shall be deemed to refer to such
majority or other proportion of the votes (or the holders thereof) then entitled
to be cast in respect of such Common Stock.
 
            (k) Any determinations made by the Board of Directors or by the
Continuing Directors, as the case may be, pursuant to this Section 7 in good
faith and on the basis of such information as was then reasonably available for
such purpose shall be conclusive and binding upon this corporation and its
stockholders, including any Substantial Stockholder.
 
            (l) Anything to the contrary contained in this Section 7
notwithstanding, and without limiting the powers, duties and obligations of the
Board of Directors, the Board of Directors is entitled and authorized,
consistent with its duties as such and its obligations to this corporation and
its stockholders, to consider the terms of any proposed Tender Offer or
acquisition proposed by any person, and to determine if and whether to recommend
acceptance or rejection thereof, notwithstanding compliance thereof with the
provisions of Subsections 7(d) and 7(e), and in connection therewith, to take or
authorize any and all appropriate and proper action deemed in the judgment of
the Board of Directors in the best interests of this corporation and the
stockholders in the event the Board of Directors shall determine to recommend
rejection thereof.
 
            (m) Any amendment, alteration, change or repeal of this Section 7
shall require the affirmative vote of the holders of then outstanding Common
Stock entitling the holders thereof to cast at least 60% of the votes entitled
to be cast by the holders of all of the then outstanding Common Stock, provided,
however, that this Subsection 7(m) shall not apply to, and such 60% vote shall
not be required for, any amendment, alteration, change or repeal declared
advisable by the Board of Directors by the affirmative vote of two-thirds of the
Whole Board and submitted to the stockholders for their consideration, but only
if a majority of the members of the Board of Directors acting upon such matter
shall be Continuing Directors.
 
            (n) Nothing contained in this Section 7 shall be construed to
relieve any Substantial Stockholder from any fiduciary obligation imposed by
law.
 
            (o) In the event any Subsection (or portion thereof) of this Section
7, including, without limitation Subsection 7(c), shall be found to be invalid,
prohibited or unenforceable for any reason, the remaining provisions (or
portions thereof) of this Section 7 shall be deemed to remain in full force and
effect, and shall be construed as if such invalid, prohibited or unenforceable
provision had been stricken herefrom or otherwise rendered inapplicable, it
being the intent of this corporation and its stockholders that each such
remaining provision (or portion thereof) of this Section 7 remain, to the
fullest extent
 
                                      -10-
 
<PAGE>
 
 
 
permitted by law, applicable and enforceable as to all stockholders, including
Substantial Stockholders, notwithstanding any such finding.
 
 
                                    ARTICLE IV
                              DIRECTORS AND OFFICERS
 
      Section 1. Number of Directors. The members of the governing board of the
corporation are styled as directors. The number of directors may be fixed and
changed from time to time In such manner as shall be provided In the bylaws of
the corporation and shall be no less than three (3) nor more than ten (10).
 
      Section 2. Initial Directors. The names and post office box or street
addresses of the directors constituting the Board of Directors, which shall be
four (4) in number are:
 
            NAME                    ADDRESS
            ----                    -------
 
            William Westerman       2901 Las Vegas Boulevard South
                                    Las Vegas, NV 89109
 
            Philip Hannifin         2901 Las Vegas Boulevard South
                                    Las Vegas, NV 89109
 
            William Friedman        2901 Las Vegas Boulevard South
                                    Las Vegas, NV 89109
 
            Robert Barengo          2901 Las Vegas Boulevard South
                                    Las Vegas, NV 89109
 
 
      Section 3. Limitation of Personal Liability. No director or officer of the
corporation shall be personally liable to the corporation or its stockholders
for damages for breach of fiduciary duty as a director or officer, provided,
however, that the foregoing provision does not eliminate or limit the liability
of a director or officer of the corporation for:
 
            (a) Acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law; or
 
            (b) The payment of distributions in violation of Nevada Revised
Statutes 78.300.
 
      Section 4. Payment of Expenses. In addition to any other rights of
indemnification permitted by the laws of the State of Nevada as may be provided
for by the corporation in its bylaws or by agreement, the reasonable expenses of
officers and directors incurred in defending a civil or criminal action, suit,
or proceeding, involving alleged acts or omissions
 
                                      -11-
 
<PAGE>
 
 
 
of such officer or director in his or her capacity as an officer or director of
the corporation, must be paid, by the corporation or through insurance purchased
and maintained by the corporation or through other financial arrangements made
by the corporation, as they are incurred and in advance of the final disposition
of the action, suit or proceeding, upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he or she is not entitled
to be indemnified by the corporation,
 
      Section 5. Repeal And Conflicts. Any repeal or modification of Sections 3
or 4 above approved by the stockholders of the corporation shall be prospective
only. In the event of any conflict between Sections 3 or 4 of this Article and
any other Article of the Corporation's Articles of Incorporation, the terms and
provisions of Sections 3 or 4 of this Article shall control.
 
      Section 6. Compliance with Gaming Control Act. All of the directors of the
corporation shall be subject to, and the composition of the Board of Directors
shall be in compliance with, the requirements and qualifications imposed by the
Nevada Gaming Control Act (Nevada Revised Statutes ss.463.010 et seq., as
amended from time to time), or any successor provision of Nevada law, and the
regulations promulgated thereunder, and the rules and regulations of any
governmental agency responsible for the licensing and regulation of gaming
operations, including without limitation, the Nevada State Gaming Control Board,
the Nevada State Gaming Commission and the Clark County Liquor and Gaming
Licensing Board.
 
 
                                     ARTICLE V
                                   INCORPORATOR
 
      The name and post office box or street address of the incorporator who
signed the original Articles of Incorporation is:
 
                  NAME                    ADDRESS
                  ----                    -------
 
                  Kenneth A. Woloson      600 East Charleston Boulevard
                                          Las Vegas, Nevada 89104
 
 
                                    ARTICLE VI
                      AMENDMENT OF ARTICLES OF INCORPORATION
 
      Subject to the special voting provisions with respect to Common Stock
contained In Article III, these Articles of Incorporation may be amended,
modified, altered or repealed only with the affirmative vote of stockholders
holding shares in the corporation of each class entitling them to exercise at
least a major of the voting power.
 
 
                                      -12-
 
<PAGE>
 
 
 
                                    ARTICLE VII
                         LIMITATION ON POWER OF DIRECTORS
 
      Notwithstanding any other provision of these Articles of Incorporation,
the affirmative vote of two-thirds (2/3rds) of the directors then in office
shall be required to authorize or approve any amendment, modification or
supplement to (a) the Indenture and the First Supplemental Indenture to be
entered into by and among the corporation, as issuer, Riviera Operating
Corporation ("ROC"), as guarantor, and IBJ Schroder Bank & Trust Company, as
trustee (the "Trustee"), relating to the 11% First Mortgage Notes Due December
31, 2002 (or any other series of notes issued thereunder (collectively, the
"Notes")) of the corporation in the form finally confirmed by the court in the
reorganization case of Riviera, Inc. under Chapter 11 of Title 11 of the United
States Code (Case No. BK-S91-24940) ("Reorganization Case"); (b) the Notes, (c)
the Dead of Trust, Assignment of Rents and Security Agreement of the
corporation, as trustor, in favor of the Trustee, as beneficiary, relating to
the Notes; (d) the Security Agreement by and among the corporation and ROC as
debtors, and the Trustee, as secured party, relating to the Notes; or (a) any of
the other agreements entered into by the corporation In connection with the
Issuance of the Notes or the provision of security for payment of the Notes
which are listed in the Confirmation Order entered in the Reorganization Case.
 
 
                            /s/ William L. Westerman
                                                ------------------------
                              William L. Westerman
 
 
 
                               /s/ John A. Wishon
                                                ---------------------
                                 John A. Wishon
 
 
                                   VERIFICATION
 
      We, the undersigned, William L. Westerman and John A. Wishon, being
respectively the President and Chairman of the Board of Directors, and the
Secretary of the corporation, being first duly sworn, do hereby declare that the
Board of Directors of Riviera Holdings Corporation, at a meeting held May 10,
1996, adopted a resolution authorizing the filing of the Second Restated
Articles of Incorporation with the Nevada Secretary of State, and authorized the
President and Secretary of the corporation to execute this document. This
document sets forth the text of the Articles of Incorporation as amended to the
date of this certificate. The original Articles of Incorporation were filed with
the Nevada Secretary of State on January 27, 1993, and the [first] Amended and
Restated Articles of Incorporation were filed with the Nevada Secretary of State
on June 18, 1993.
 
                                      -13-
 
<PAGE>
 
 
 
 
      IN WITNESS WHEREOF we have executed these Second Restated Articles of
Incorporation of RIVIERA HOLDINGS CORPORATION on this 10th day of May, 1996.
 
 
                            /s/ William L. Westerman
                                                -----------------------------
                              William L. Westerman
                                                President and
                                                Chairman of Board of Directors
 
 
 
                               /s/ John A. Wishon
                                                -----------------------------
                                 John A. Wishon
                                                Secretary
 
 
 
STATE OF NEVADA   )
                  ) ss:
COUNTY OF CLARK   )
 
      On this 10th day of May, 1996, personally appeared before me, a Notary
Public, WILLIAM L. WESTERMAN and JOHN A. WISHON, personally known to me to be
the persons whose names are subscribed to the above instrument, and who
acknowledged that they executed this Instrument for the uses and purposes stated
therein.
 
      WITNESS my hand and official seal.
 
 
                             /s/ Margery S. Frantzen
                                                -----------------------------
[notary seal]                                   NOTARY PUBLIC
 
 
                                      -14-
 
 
 
 
 
                                                                    EXHIBIT 3
 
 
Attached hereto is a representative specimen of a common stock certificate of
Riviera Holdings Corporation.
 
 
<PAGE>
 
 
 
 
 
 
 
                            CERTIFICATE OF AMENDMENT
                          OF ARTICLES OF INCORPORATION
                                       OF
 
                          RIVIERA HOLDINGS CORPORATION
 
         Pursuant to Nevada Revised  Statutesss.78.390,  we the undersigned
William L. Westerman,  President,  and Duane R. Krohn, Secretary, of Riviera
Holdings Corporation do hereby certify:
 
1. That the Board of Directors of said corporation, at a meeting duly convened
and held on the 8th day of June 1999 (the "Annual Meeting"), adopted a
resolution to amend the Second Restated Articles of Incorporation, filed May 10,
1996, by adding new Articles VIII and IX to read as follows:
 
                                  "ARTICLE VIII
 
                             [Intentionally Omitted]
 
                                   ARTICLE IX
 
                   COMPLIANCE WITH THE APPLICABLE GAMING LAWS
 
Section 1. Definitions. For purposes of this Article IX, the following terms
shall have the meaning specified below:
 
(a) "Affiliate" shall have the meaning ascribed to such term in Rule 12b-2
promulgated by the Securities and Exchange Commission ("SEC") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
 
(b) "Affiliated Companies" shall mean those companies directly or indirectly
affiliated or under common Ownership or Control with the corporation, including,
without limitation, subsidiaries, holding companies and intermediary companies
(as those and similar terms are defined in the Gaming Laws of the applicable
Gaming Jurisdictions) that are registered or licensed under applicable Gaming
Laws, or which are seeking to be registered or licensed.
 
(c) "Divestiture" shall mean the sale or other disposition of securities in a
manner which would not (i) violate the federal securities laws or the securities
laws of any state and (ii) result or be likely to result in any Person being
required to be licensed, found suitable or otherwise approved by any Gaming
Authority.
 
(d) "Divestiture Date" shall mean, with respect to any Divestiture, the date on
which such Divestiture must be completed, as determined by any Gaming Authority
or the Board of Directors of the Corporation in its sole discretion, as
applicable.
 
(e) "Divestiture Notice" shall mean that notice requiring Divestiture served by
the corporation on an Unsuitable Person if a Gaming Authority requires the
corporation, or the Board of Directors of the corporation deems it necessary or
advisable, to require such Unsuitable Person to undertake a Divestiture of the
corporation's securities. Each Divestiture Notice shall set forth (a) the
Divestiture Date, (b) the kind and number of shares of securities required to be
divested, and (c) any other requirements relating to such Divestiture.
 
<PAGE>
 
(f) "Effective Date" shall mean the date that a Certificate of Amendment
amending the Second Restated Articles of Incorporation of the corporation to
include the provisions of this Article IX becomes effective under Nevada law.
 
(g) "Existing Holder" shall mean any Person who Owns or Controls on the
Effective Date any securities of the corporation or any securities of or
interest in any Affiliated Company, and any Affiliate of such Person as of such
date.
 
(h) "Gaming" or "Gaming Activities" shall mean the conduct of gaming and
gambling activities, or the use of gaming devices, equipment and supplies in the
operation of a casino or other gaming enterprise, including, without limitation,
slot machines, gaming devices, games, gaming tables, cards, dice, gaming chips,
player tracking systems, cashless wagering systems and related and associated
equipment and supplies.
 
(i) "Gaming Authorities" shall mean all international, foreign, federal, state
and local regulatory and licensing bodies and agencies with authority over
Gaming within any Gaming Jurisdiction.
 
(j) "Gaming Jurisdictions" shall mean all jurisdictions, domestic and foreign,
and their political subdivisions, in which Gaming Activities are lawfully
conducted.
 
(k) "Gaming Laws" shall mean all laws, statutes and ordinances pursuant to which
any Gaming Authority possesses regulatory and licensing authority over Gaming
within any Gaming Jurisdiction, and all rules and regulations promulgated by
such Gaming Authority thereunder.
 
(l) "Gaming Licenses" shall mean all licenses, permits, approvals,
authorizations, registrations, findings of suitability, franchises and
entitlements issued by a Gaming Authority necessary for or relating to the
conduct of Gaming Activities.
 
(m) "Ownership and Control" (and derivatives thereof) shall mean (i) ownership
of record, (ii) "beneficial ownership" as defined in Rule 13 d-3 promulgated by
the SEC under the Securities Act, and (iii) the power to direct and manage, by
agreement, contract, agency or other manner, the voting or management rights or
disposition of securities of the corporation.
 
(n) "Person" shall mean an individual, partnership, corporation, limited
liability company, trust or any other entity.
 
(o) "Redemption Date" shall mean the date by which the securities Owned or
Controlled by an Unsuitable Person are to be redeemed by the corporation.
 
<PAGE>
 
(p) "Redemption Notice" shall mean that notice of redemption served by the
corporation on an Unsuitable Person if a Gaming Authority requires the
corporation, or the Board of Directors of the corporation deems it necessary or
advisable, to redeem such Unsuitable Person's securities. Each Redemption Notice
shall set forth (a) the Redemption Date; (b) the kind and number of shares of
securities to be redeemed; (c) the Redemption Price and the manner of payment
therefor; (d) the place where certificates for such shares shall be surrendered
for payment; and (e) any other requirements of surrender of the certificates,
including how they are to be endorsed, if at all.
 
(q) "Redemption Price" shall mean the per share price for the redemption of any
securities to be redeemed pursuant to this Article, which shall be that price
(if any) required to be paid by the Gaming Authority making the finding of
unsuitability, or if such Gaming Authority does not require a certain price per
share to be paid, that sum deemed reasonable by the Corporation, which shall in
no event be in excess of the closing sales price of the securities on the
national securities exchange on which such shares are then listed on the date
the notice of redemption is delivered to the Unsuitable Person by the
corporation; or, if such shares are not then listed for trading on any national
securities exchange, then the closing sales price of such shares as quoted in
the NASDAQ National Market System; or if the shares are not then so quoted, then
the mean between the representative bid and the ask price as quoted by NASDAQ or
another generally recognized reporting system. The Redemption Price may be paid
in cash, by promissory note, or both, as required by the applicable Gaming
Authority and, if not so required, as the corporation elects.
 
(r) "Unsuitable Person" shall mean a Person who Owns or Controls any securities
of the corporation or any securities of or interest in any Affiliated Company,
and any Affiliate of such Person, (i) that is determined by a Gaming Authority
to be unsuitable to Own or Control such securities or unsuitable to be connected
or associated with a Person engaging in Gaming Activities in that Gaming
Jurisdiction, (ii) that has an Affiliate that is determined by a Gaming
Authority to be unsuitable to Own or Control such securities or unsuitable to be
connected or associated with a Person engaged in Gaming Activities in that
Gaming Jurisdiction or (iii) who causes the corporation or any Affiliated
Company to lose or to be threatened with the loss of, or who, in the sole
discretion of the Board of Directors of the corporation, is deemed likely to
jeopardize the corporation's or any Affiliated Company's right to use of,
entitlement to or application for, any Gaming License.
 
         Section 2. Compliance with Gaming Laws. The corporation, all Persons
Owning or Controlling securities of the corporation and any Affiliated
Companies, and each director and officer of the corporation and any Affiliated
Companies shall comply with all requirements of the Gaming Laws in each Gaming
Jurisdiction in which the corporation or any Affiliated Companies conducts or
seeks to conduct Gaming Activities. All securities of the corporation shall be
held subject to the requirements of such Gaming Laws.
 
         Section 3.        Finding of Unsuitability.
 
(a) The securities Owned or Controlled by a Unsuitable Person shall be
redeemable by the corporation, out of funds legally available therefor, by
appropriate action of the Board of Directors, to the extent required by the
Gaming Authority making the determination of unsuitability or as required to
comply with the Gaming Laws to obtain or maintain, Gaming Licenses in such
jurisdictions, or renewals thereof, or to the extent deemed necessary or
advisable by the Board of Directors of the corporation in its good faith
determination. If a Gaming Authority requires the corporation, or the Board of
Directors of the corporation deems it necessary or advisable, to redeem such
securities, the corporation shall serve a Redemption Notice on the Unsuitable
Person and shall purchase the securities on the Redemption Date and for the
Redemption Price set forth in the Redemption Notice. From and after the
Redemption Date, such securities shall no longer de deemed to be outstanding and
all rights of the Unsuitable Person or any Affiliate of the Unsuitable Person
therein, other than the right to receive the Redemption Price, shall cease. The
Unsuitable Person shall surrender the certificates for any securities to be
redeemed in accordance with the requirements of the Redemption Notice.
 
<PAGE>
 
(b) In the event the Board of Directors of the corporation in its sole
discretion determines that a redemption of the securities of an Unsuitable
Person in the manner set forth in clause (a) of this Section 3 would adversely
affect the corporation, then in lieu of Redemption Notice, the corporation shall
serve the Unsuitable Person with a Divestiture Notice. The Unsuitable Person
shall thereafter promptly undertake to complete such Divestiture by the
Divestiture Date. The corporation may elect to, but shall not be required to,
file a registration statement under applicable securities laws to register such
securities, in which case the Unsuitable Person will cooperate fully with the
corporation in the preparation and filing of such registration statement.
 
(c) Commencing on the date that a Person is found to be an Unsuitable Person,
and until the securities Owned or Controlled by the Unsuitable Person or the
Affiliate of an Unsuitable Person are redeemed or divested in accordance with
this Section 3, or such Person is no longer an Unsuitable Person or an affiliate
of an Unsuitable Person, the Unsuitable Person and each Affiliate of an
Unsuitable Person may not (a) receive any dividend or interest with regard to
the securities, (b) exercise, directly or indirectly or through any proxy,
trustee, or nominee, any voting or other right conferred by such securities, and
such securities shall not for any purposes be included in the securities of the
corporation entitled to vote or (c) receive any remuneration in any form from
the corporation or an Affiliate Company for services rendered or otherwise.
 
         Section 4. Issuance and Transfer of Securities. The corporation shall
not issue or transfer any securities or any interest, claim or charge thereon or
thereto except in accordance with applicable Gaming Laws. The issuance or
transfer of any securities in violation thereof shall be ineffective until (a)
the corporation shall cease to be subject to the jurisdiction of the applicable
Gaming Authorities or (b) the applicable Gaming Authorities shall, by
affirmative action or notice, validate said issuance or transfer or waive any
defect in said issuance or transfer.
 
         Section 5. Indenture Restrictions. From and after the Effective Date,
the corporation shall cause to be placed in every indenture or other operative
document relating to publicly traded securities (other than capital stock) of
the corporation or any of its subsidiaries entered into following such date a
provision requiring that any Person or Affiliate of a Person who holds the
indebtedness represented by that indenture and is found to be unsuitable to hold
such interest shall have the interest redeemed or shall dispose of the interest
in the corporation in the manner set forth in the indenture or other document.
 
         Section 6. Notices. All notices given by the corporation pursuant to
this Article, including Redemption Notices, shall be in writing and shall be
deemed given when delivered by personal service or telegram, facsimile,
overnight courier or first class mail, postage prepaid, to the Person's address
as shown on the corporation's books and records.
 
<PAGE>
 
         Section 7. Indemnification. Any Unsuitable Person and any Affiliate of
an Unsuitable Person shall indemnify the corporation and its Affiliated
Companies for any and all costs, including attorneys' fees, incurred by the
corporation and its Affiliated Companies as a result of such Unsuitable Person's
or Affiliate's continuing Ownership or Control or failure to promptly divest
itself of any securities in the corporation.
 
         Section 8. Injunctive Relief: The corporation is entitled to injunctive
relief in any court of competent jurisdiction to enforce the provisions of this
Article and each holder of the securities of the corporation shall be deemed to
have acknowledged, by acquiring the securities of the corporation, that the
failure to comply with this Article will expose the corporation to irreparable
injury for which there is no adequate remedy at law and that the corporation is
entitled to injunctive relief to enforce the provisions of this Article.
 
         Section 9. Use of terms. All references to any term in the plural shall
be deemed to include the singular of such term and visa versa."
 
2.                That this amendment was approved by the favorable vote of
                  3,225,454 shares (with 24,800 shares abstaining and 68,320
                  shares voting against), which constituted more than 60% of the
                  issued and outstanding stock entitled to vote at the Annual
                  Meeting.
 
         IN WITNESS WHEREOF, the undersigned have duly executed this Certificate
of Amendment to the Second Restated Articles of Incorporation of Riviera
Holdings Corporation this 9th day of July, 1999.
 
                                  / s /  William L. Westerman
 
                                  ---------------------------------
                                  William L. Westerman
                                  President and
                                  Chairman of the Board of Directors
 
 
 
                                  / s /  Duane R. Krohn
 
                                  -----------------------------------
                                  Duane R. Krohn
                                  Secretary
STATE OF NEVADA   )
                                    ) ss:
COUNTY OF CLARK   )
 
         This instrument was acknowledged before me on the 9th day of July,
1999, by William L. Westerman as President and Duane R. Krohn, Secretary of
Riviera Holdings Corporation, a Nevada corporation.
 
 
                                   / s /  Ellen Taff
 
                                   ----------------------------
                                   Signature of Notarial Officer
 
<PAGE>
 
                           CERTIFICATE OF AMENDMENT OF
                            ARTICLES OF INCORPORATION
                                       OF
                          RIVIERA HOLDINGS CORPORATION
 
 
         THIS IS TO CERTIFY that, pursuant to the unanimous approval of the
board of directors of Riviera Holdings Corporation, a Nevada corporation (the
"Company") and the approval of the holders of more than 60% of the outstanding
shares of the Common Stock of the Company entitled to vote, the following
resolution was adopted in accordance with Nevada Revised Statutes ss.78.385 and
78.390:
 
         RESOLVED, that Article III, Section 7 of the Company's articles of
incorporation (the "Articles of Incorporation") be and hereby is amended as
follows:
 
1.                Subsection 7(c) is amended to read as follows: "(c)
                  [INTENTIONALLY DELETED.]"
 
2.                In the first section of Subsection 7(d), the phrase "and in
                  the first section of Subsection 7(c)" is deleted.
 
3.                In Subsection 7(o), the phrase ", including, without limiting
                  Subsection 7(c)" is deleted.
 
         IN WITNESS WHEREOF, the undersigned President of the Company has
executed and subscribed to this Certificate and affirms the foregoing as true as
of the date set forth below.
 
 
                                           -------------------------------
                                           William L. Westerman, President
 
                                           Date:  July 15, 2003