SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

October 5, 2004 (October 1, 2004)

Commission File Number: 000-32987

Colony RIH Holdings, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE

95-4849060

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Resorts International Hotel and Casino, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE

95-4828297

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1133 Boardwalk

Atlantic City, NJ

08401

(Address of principal executive offices)

(Zip Code)

Registrants’ telephone number, including area code:

(609) 344-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 Entry into a Material Definitive Agreement

Resorts International Hotel, Inc. and Audrey S. Oswell entered into a First Amendment to Employment Agreement, the operative terms of which became effective on October 1, 2004. The Amendment, among other things, extends the term of Ms. Oswell’s employment for an additional three years, provides for increases in her base salary, and allows for the grant of additional stock options.

ITEM 9.01 Financial Statements and Exhibits

(c)

Exhibits


Exhibit Number		Exhibit
10.52		First Amendment to Employment Agreement between Resorts International Hotel, Inc. and Audrey S. Oswell

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.


		COLONY RIH HOLDINGS, INC.

Dated: October 5, 2004		/s/ Mark B. Lefever
		Mark B. Lefever
		Senior Vice President Finance/CFO
		(Duly Authorized Officer and Principal Financial Officer)

		RESORTS INTERNATIONAL HOTEL
		AND CASINO, INC.

Dated: October 5, 2004		/s/ Mark B. Lefever
		Mark B. Lefever
		Senior Vice President Finance/CFO
		(Duly Authorized Officer and Principal Financial Officer)

COLONY RIH HOLDINGS INC 8-K