##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 29, 2002

Commission file number:   0-26518

FITZGERALDS GAMING CORPORATION

(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 88-0329170                          
|(State or other jurisdiction of
incorporation or organization) |  | (IRS Employer Identification Number)

3097 E. Warm Springs Rd. Suite 100, Las Vegas, NV 89120
(Address of principal executive offices) (Zip Code)

(702) 940-2000
(Registrants telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period than the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.   YESx
  NOo

Shares outstanding of each of the registrants classes of common stock as of November 1, 2002

|                             |  |                                    |           | 
|---------------------------- |  | ---------------------------------- | --------- | 
|Class                        |  | Outstanding as of November 1, 2002
|                             |  |                                   
|Common stock, $.01 par value |  |                                    | 5,508,082 | 





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TABLE OF CONTENTS



|                             |                                                                                              |                                                                    |  |  |  |  |  | 
|---------------------------- | -------------------------------------------------------------------------------------------- | ------------------------------------------------------------------ |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION
|                             | Item 1 Condensed Consolidated Financial Statements                                          
|                             |                                                                                              | Unaudited Condensed Consolidated Balance Sheets                   
|                             |                                                                                              | Unaudited Condensed Consolidated Statements of Operations         
|                             |                                                                                              | Unaudited Condensed Consolidated Statements of Cash Flows         
|                             |                                                                                              | Unaudited Notes to the Condensed Consolidated Financial Statements
|                             | Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
|                             | Item 3 Quantitative and Qualitative Disclosures About Market Risk                           
|                             | Item 4 Controls and Procedures                                                              
|PART II OTHER INFORMATION   
|SIGNATURES                  
|EXHIBIT 99.1                
|EXHIBIT 99.2                



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FITZGERALDS GAMING CORPORATION (DEBTOR-IN-POSSESSION)

FORM 10-Q

INDEX

|        |  |                       |  |                                                                                                                                               |  |   
|------- |  | --------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------- |  | --
|PART I  |  | FINANCIAL INFORMATION |  |                                                                                                                                              
|       
|        |  | Item 1                |  | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                                                                                   |  |   
|       
|        |  |                       |  | Unaudited Condensed Consolidated Balance
Sheets as of September 29, 2002 and
December 31, 2001                                                |  | 4 
|       
|        |  |                       |  | Unaudited Condensed Consolidated
Statements of Operations for the Quarters
and Three Quarters Ended September 29,
2002 and September 30, 2001 |  | 6 
|       
|        |  |                       |  | Unaudited Condensed Consolidated
Statements of Cash Flows for the Three
Quarters Ended September 29, 2002 and
September 30, 2001              |  | 7 
|       
|        |  |                       |  | Unaudited Notes to the Condensed
Consolidated Financial Statements                                                                            |  | 8 
|       
|        |  | Item 2                |  | Managements Discussion and Analysis of
Financial Condition and Results of
Operations                                                         |  | 16
|       
|        |  | Item 3                |  | Quantitative and Qualitative Disclosures
About Market Risk                                                                                    |  | 29
|       
|        |  | Item 4                |  | Controls and Procedures                                                                                                                       |  | 29
|       
|PART II |  | OTHER INFORMATION     |  | 30                                                                                                                                           
|       
|        |  | SIGNATURES            |  | 34                                                                                                                                           





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##### Table of Contents






PART I

FINANCIAL INFORMATION








Item 1

Condensed Consolidated Financial Statements





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##### Table of Contents






FITZGERALDS GAMING CORPORATION (Debtor-In-Possession)
Unaudited Condensed Consolidated Balance Sheets
September 29, 2002 and December 31, 2001

---

|                            |                                                                                    |              |                      |            |                |            |               |            |           |            | 
|--------------------------- | ---------------------------------------------------------------------------------- | ------------ | -------------------- | ---------- | -------------- | ---------- | ------------- | ---------- | --------- | ---------- | 
|                            |                                                                                    |              |                      |            | Sept. 29, 2002 |            | Dec. 31, 2001
|                            |                                                                                    |              |                      |            |                |            |              
|ASSETS                      |                                                                                    |              |                      |            |                |            |               |           
|CURRENT ASSETS:             |                                                                                    |              |                      |            |                |            |               |           
|                            | Cash and cash equivalents                                                          |              | $                    | 23,675,070 |                |            | $             | 25,609,012 |          
|                            | Accounts receivable, net of allowance for doubtful
accounts of $34,233 and $49,000 |              |                      | 440,876    |                |            |               | 455,759    |          
|                            | Inventories                                                                        |              |                      | 416,762    |                |            |               | 493,020    |          
|                            | Prepaid expenses:                                                                  |              |                      |            |                |            |               |            |          
|                            |                                                                                    | Gaming taxes |                      |            | 787,511        |            |               |            | 1,316,804 |           
|                            |                                                                                    | Other        |                      |            | 738,842        |            |               |            | 1,628,389 |           
|                            |                                                                                    |              |                      |            |                |            |               |           
|                            |                                                                                    |              | Total current assets |            |                | 26,059,061 |               |            |           | 29,502,984 | 
|                            |                                                                                    |              |                      |            |                |            |               |           
|PROPERTY AND EQUIPMENT, net |                                                                                    |              | 70,639               |            |                |            | 55,397        |           
|                            |                                                                                    |              |                      |            |                |            |               |           
|OTHER ASSETS:               |                                                                                    |              |                      |            |                |            |               |           
|                            | Net assets held for sale                                                           |              |                      | 12,254,321 |                |            |               | 12,000,000 |          
|                            | Restricted cash                                                                    |              |                      | 4,355,464  |                |            |               | 8,184,732  |          
|                            | Other assets                                                                       |              |                      | 1,473,281  |                |            |               | 1,629,020  |          
|                            |                                                                                    |              |                      |            |                |            |               |           
|                            |                                                                                    |              | Total other assets   |            |                | 18,083,066 |               |            |           | 21,813,752 | 
|                            |                                                                                    |              |                      |            |                |            |               |           
|TOTAL                       |                                                                                    | $            | 44,212,766           |            |                | $          | 51,372,133    |           
|                            |                                                                                    |              |                      |            |                |            |               |           

(continued)

See Unaudited Notes to the Condensed Consolidated Financial Statements

Page 4 of 37



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FITZGERALDS GAMING CORPORATION (Debtor-In-Possession)
Unaudited Condensed Consolidated Balance Sheets (continued)
September 29, 2002 and December 31, 2001

---

|                                                                                                                                                                                                                                                                                                                                                                |                                                                                                     |                              |                                             |              |                |              |               |              |           |              |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------- | ---------------------------- | ------------------------------------------- | ------------ | -------------- | ------------ | ------------- | ------------ | --------- | ------------ | -
|                                                                                                                                                                                                                                                                                                                                                                |                                                                                                     |                              |                                             |              | Sept. 29, 2002 |              | Dec. 31, 2001
|                                                                                                                                                                                                                                                                                                                                                                |                                                                                                     |                              |                                             |              |                |              |              
|LIABILITIES AND STOCKHOLDERS DEFICIENCY                                                                                                                                                                                                                                                                                                                        |                                                                                                     |                              |                                             |              |                |              |               |             
|LIABILITIES NOT SUBJECT TO COMPROMISE                                                                                                                                                                                                                                                                                                                           |                                                                                                     |                              |                                             |              |                |              |               |             
|CURRENT LIABILITIES:                                                                                                                                                                                                                                                                                                                                            |                                                                                                     |                              |                                             |              |                |              |               |             
|                                                                                                                                                                                                                                                                                                                                                                | Current portion of long-term debt                                                                   |                              | $                                           | 126,985      |                |              | $             | 110,791      |          
|                                                                                                                                                                                                                                                                                                                                                                | Accounts payable                                                                                    |                              |                                             | 1,249,837    |                |              |               | 1,248,228    |          
|                                                                                                                                                                                                                                                                                                                                                                | Accrued and other:                                                                                  |                              |                                             |              |                |              |               |              |          
|                                                                                                                                                                                                                                                                                                                                                                |                                                                                                     | Payroll and related          |                                             |              | 1,323,203      |              |               |              | 2,567,982 |             
|                                                                                                                                                                                                                                                                                                                                                                |                                                                                                     | Progressive jackpots         |                                             |              | 72,002         |              |               |              | 73,458    |             
|                                                                                                                                                                                                                                                                                                                                                                |                                                                                                     | Outstanding chips and tokens |                                             |              | 197,937        |              |               |              | 170,835   |             
|                                                                                                                                                                                                                                                                                                                                                                |                                                                                                     | Other                        |                                             |              | 710,638        |              |               |              | 638,193   |             
|                                                                                                                                                                                                                                                                                                                                                                | Due to Majestic                                                                                     |                              |                                             |             |                |              |               | 3,812,945    |          
|                                                                                                                                                                                                                                                                                                                                                                |                                                                                                     |                              |                                             |              |                |              |               |             
|                                                                                                                                                                                                                                                                                                                                                                |                                                                                                     |                              | Total current liabilities                   |              |                | 3,680,602    |               |              |           | 8,622,432    |  
|LONG-TERM DEBT, net of current portion                                                                                                                                                                                                                                                                                                                          |                                                                                                     |                              | 2,205,237                                   |              |                |              | 2,295,588     |             
|                                                                                                                                                                                                                                                                                                                                                                |                                                                                                     |                              |                                             |              |                |              |               |             
|                                                                                                                                                                                                                                                                                                                                                                |                                                                                                     |                              | Total liabilities not subject to compromise |              |                | 5,885,839    |               |              |           | 10,918,020   |  
|LIABILITIES SUBJECT TO COMPROMISE                                                                                                                                                                                                                                                                                                                               |                                                                                                     |                              | 97,983,662                                  |              |                |              | 97,335,321    |             
|                                                                                                                                                                                                                                                                                                                                                                |                                                                                                     |                              |                                             |              |                |              |               |             
|                                                                                                                                                                                                                                                                                                                                                                |                                                                                                     |                              | Total liabilities                           |              |                | 103,869,501  |               |              |           | 108,253,341  |  
|                                                                                                                                                                                                                                                                                                                                                                |                                                                                                     |                              |                                             |              |                |              |               |             
|CUMULATIVE REDEEMABLE PREFERRED STOCK,
$.01 par value; $25 stated value; 800,000 shares authorized,
issued and outstanding; liquidation preference $20,000,000
stated value plus accrued dividends of $34,309,384 and
$28,630,707 recorded at liquidation preference, net of
unamortized offering costs and discount of $4,040,262
and $4,728,546, respectively |                                                                                                     |                              | 50,269,122                                  |              |                |              | 43,902,161    |             
|                                                                                                                                                                                                                                                                                                                                                                |                                                                                                     |                              |                                             |              |                |              |               |             
|STOCKHOLDERS DEFICIENCY:                                                                                                                                                                                                                                                                                                                                       |                                                                                                     |                              |                                             |              |                |              |               |             
|                                                                                                                                                                                                                                                                                                                                                                | Common stock, $.01 par value; 29,200,000 shares
authorized; 5,508,082 shares issued and outstanding |                              |                                             | 55,080       |                |              |               | 55,080       |          
|                                                                                                                                                                                                                                                                                                                                                                | Additional paid-in capital                                                                          |                              |                                             | 23,675,511   |                |              |               | 23,675,511   |          
|                                                                                                                                                                                                                                                                                                                                                                | Accumulated deficit                                                                                 |                              |                                             | (133,656,448 | )              |              |               | (124,513,960 | )        
|                                                                                                                                                                                                                                                                                                                                                                |                                                                                                     |                              |                                             |              |                |              |               |             
|                                                                                                                                                                                                                                                                                                                                                                |                                                                                                     |                              | Total stockholders deficiency              |              |                | (109,925,857 | )             |              |           | (100,783,369 | )
|                                                                                                                                                                                                                                                                                                                                                                |                                                                                                     |                              |                                             |              |                |              |               |             
|TOTAL                                                                                                                                                                                                                                                                                                                                                           |                                                                                                     | $                            | 44,212,766                                  |              |                | $            | 51,372,133    |             
|                                                                                                                                                                                                                                                                                                                                                                |                                                                                                     |                              |                                             |              |                |              |               |             

See Unaudited Notes to the Condensed Consolidated Financial Statements

Page 5 of 37



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FITZGERALDS GAMING CORPORATION (Debtor-In-Possession)
Unaudited Condensed Consolidated Statements of Operations
For the Quarters and Three Quarters Ended September 29, 2002 and September 30, 2001

---

|                                                     |                                                                                                                                                                                                                                                       |       |            |                |            |                      |            |                |            |                |            |            |            |   |            |             |             | 
|---------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | ---------- | -------------- | ---------- | -------------------- | ---------- | -------------- | ---------- | -------------- | ---------- | ---------- | ---------- | - | ---------- | ----------- | ----------- | 
|                                                     |                                                                                                                                                                                                                                                       |       |            | Quarters Ended |            | Three Quarters Ended
|                                                     |                                                                                                                                                                                                                                                       |       |            |                |            |                     
|                                                     |                                                                                                                                                                                                                                                       |       |            | Sept. 29, 2002 |            | Sept. 30, 2001       |            | Sept. 29, 2002 |            | Sept. 30, 2001
|                                                     |                                                                                                                                                                                                                                                       |       |            |                |            |                      |            |                |            |               
|OPERATING REVENUES:                                  |                                                                                                                                                                                                                                                       |       |            |                |            |                      |            |                |            |                |            |            |            |   |            |            
|                                                     | Casino                                                                                                                                                                                                                                                |       | $          | 8,729,895      |            |                      | $          | 50,386,116     |            |                | $          | 23,873,404 |            |   | $          | 147,735,696 |            
|                                                     | Food and beverage                                                                                                                                                                                                                                     |       |            | 1,758,238      |            |                      |            | 6,592,446      |            |                |            | 4,599,961  |            |   |            | 19,534,317  |            
|                                                     | Rooms                                                                                                                                                                                                                                                 |       |            | 1,652,602      |            |                      |            | 5,530,584      |            |                |            | 4,020,078  |            |   |            | 16,611,631  |            
|                                                     | Other                                                                                                                                                                                                                                                 |       |            | 175,676        |            |                      |            | 1,114,946      |            |                |            | 572,734    |            |   |            | 3,524,194   |            
|                                                     |                                                                                                                                                                                                                                                       |       |            |                |            |                      |            |                |            |                |            |            |            |   |            |            
|                                                     |                                                                                                                                                                                                                                                       | Total |            |                | 12,316,411 |                      |            |                | 63,624,092 |                |            |            | 33,066,177 |   |            |             | 187,405,838 | 
|                                                     | Less promotional allowances                                                                                                                                                                                                                           |       |            | 1,860,696      |            |                      |            | 9,978,874      |            |                |            | 4,089,009  |            |   |            | 27,755,687  |            
|                                                     |                                                                                                                                                                                                                                                       |       |            |                |            |                      |            |                |            |                |            |            |            |   |            |            
|                                                     |                                                                                                                                                                                                                                                       | Net   |            |                | 10,455,715 |                      |            |                | 53,645,218 |                |            |            | 28,977,168 |   |            |             | 159,650,151 | 
|                                                     |                                                                                                                                                                                                                                                       |       |            |                |            |                      |            |                |            |                |            |            |            |   |            |            
|OPERATING COSTS AND EXPENSES:                        |                                                                                                                                                                                                                                                       |       |            |                |            |                      |            |                |            |                |            |            |            |   |            |            
|                                                     | Casino                                                                                                                                                                                                                                                |       |            | 3,952,995      |            |                      |            | 22,308,080     |            |                |            | 12,120,612 |            |   |            | 67,281,777  |            
|                                                     | Food and beverage                                                                                                                                                                                                                                     |       |            | 1,123,775      |            |                      |            | 3,937,306      |            |                |            | 3,095,572  |            |   |            | 11,682,637  |            
|                                                     | Rooms                                                                                                                                                                                                                                                 |       |            | 491,626        |            |                      |            | 3,157,567      |            |                |            | 1,340,482  |            |   |            | 9,512,196   |            
|                                                     | Other operating expense                                                                                                                                                                                                                               |       |            | 88,935         |            |                      |            | 575,038        |            |                |            | 261,910    |            |   |            | 1,615,819   |            
|                                                     | Selling, general and administrative                                                                                                                                                                                                                   |       |            | 4,181,149      |            |                      |            | 14,322,633     |            |                |            | 12,830,357 |            |   |            | 42,899,657  |            
|                                                     | Depreciation and amortization                                                                                                                                                                                                                         |       |            | 7,031          |            |                      |            | 6,742          |            |                |            | 24,646     |            |   |            | 26,276      |            
|                                                     | Reorganization items                                                                                                                                                                                                                                  |       |            | 83,542         |            |                      |            | 702,978        |            |                |            | 1,144,140  |            |   |            | 2,276,663   |            
|                                                     |                                                                                                                                                                                                                                                       |       |            |                |            |                      |            |                |            |                |            |            |            |   |            |            
|                                                     |                                                                                                                                                                                                                                                       | Total |            |                | 9,929,053  |                      |            |                | 45,010,344 |                |            |            | 30,817,719 |   |            |             | 135,295,025 | 
|                                                     |                                                                                                                                                                                                                                                       |       |            |                |            |                      |            |                |            |                |            |            |            |   |            |            
|INCOME (LOSS) FROM OPERATIONS                        |                                                                                                                                                                                                                                                       |       | 526,662    |                |            |                      | 8,634,874  |                |            |                | (1,840,551 | )          |            |   | 24,355,126 |            
|OTHER INCOME (EXPENSE):                              |                                                                                                                                                                                                                                                       |       |            |                |            |                      |            |                |            |                |            |            |            |   |            |            
|                                                     | Interest income                                                                                                                                                                                                                                       |       |            | 3,902          |            |                      |            | 16,497         |            |                |            | 46,786     |            |   |            | 94,162      |            
|                                                     | Interest expense (contractual interest for
the quarter and three quarters ended
Sept. 29, 2002 was $5,039,176 and
$15,859,549, respectively and for the
quarter and three quarters ended
Sept. 30, 2001 was $9,360,532 and
$27,212,076, respectively) |       |            | (327,493       | )          |                      |            | (502,929       | )          |                |            | (979,911   | )          |   |            | (1,518,030  | )          
|                                                     | Other income (expense)                                                                                                                                                                                                                                |       |            | 12,100         |            |                      |            | (94,289        | )          |                |            | (1,851     | )          |   |            | (128,732    | )          
|                                                     |                                                                                                                                                                                                                                                       |       |            |                |            |                      |            |                |            |                |            |            |            |   |            |            
|NET INCOME (LOSS)                                    |                                                                                                                                                                                                                                                       |       | 215,171    |                |            |                      | 8,054,153  |                |            |                | (2,775,527 | )          |            |   | 22,802,526 |            
|PREFERRED STOCK DIVIDENDS AND
ACCRETION OF DISCOUNT  |                                                                                                                                                                                                                                                       |       | (2,200,913 | )              |            |                      | (1,905,550 | )              |            |                | (6,366,961 | )          |            |   | (5,516,879 | )          
|                                                     |                                                                                                                                                                                                                                                       |       |            |                |            |                      |            |                |            |                |            |            |            |   |            |            
|NET INCOME (LOSS) APPLICABLE TO
COMMON STOCKHOLDERS  |                                                                                                                                                                                                                                                       | $     | (1,985,742 | )              |            | $                    | 6,148,603  |                |            | $              | (9,142,488 | )          |            | $ | 17,285,647 |            
|                                                     |                                                                                                                                                                                                                                                       |       |            |                |            |                      |            |                |            |                |            |            |            |   |            |            
|EARNINGS (LOSS) PER COMMON
SHARE  BASIC AND DILUTED |                                                                                                                                                                                                                                                       | $     | (0.36      | )              |            | $                    | 1.12       |                |            | $              | (1.66      | )          |            | $ | 3.14       |            
|                                                     |                                                                                                                                                                                                                                                       |       |            |                |            |                      |            |                |            |                |            |            |            |   |            |            
|WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING           |                                                                                                                                                                                                                                                       |       | 5,508,082  |                |            |                      | 5,508,082  |                |            |                | 5,508,082  |            |            |   | 5,508,082  |            
|                                                     |                                                                                                                                                                                                                                                       |       |            |                |            |                      |            |                |            |                |            |            |            |   |            |            

See Unaudited Notes to the Condensed Consolidated Financial Statements

Page 6 of 37



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##### Table of Contents






FITZGERALDS GAMING CORPORATION (Debtor-In-Possession)
Unaudited Condensed Consolidated Statements of Cash Flows
For the Three Quarters Ended September 29, 2002 and September 30, 2001

---

|                                                                                    |                                       |   |                |          |                |   |            |            |  
|----------------------------------------------------------------------------------- | ------------------------------------- | - | -------------- | -------- | -------------- | - | ---------- | ---------- | -
|                                                                                    |                                       |   | Sept. 29, 2002 |          | Sept. 30, 2001
|                                                                                    |                                       |   |                |          |               
|NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES                                 |                                       | $ | (1,563,725     | )        |                | $ | 15,708,234 |           
|                                                                                    |                                       |   |                |          |                |   |            |           
|CASH FLOWS FROM INVESTING ACTIVITIES:                                               |                                       |   |                |          |                |   |            |           
|                                                                                    | Proceeds from sale of assets          |   |                |         |                |   |            | 55,405     |  
|                                                                                    | Acquisition of property and equipment |   |                | (148,791 | )              |   |            | (1,390,148 | )
|                                                                                    | Increase in restricted cash           |   |                |         |                |   |            | (350,822   | )
|                                                                                    |                                       |   |                |          |                |   |            |           
|                                                                                    | Net cash used in investing activities |   |                | (148,791 | )              |   |            | (1,685,565 | )
|                                                                                    |                                       |   |                |          |                |   |            |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                                               |                                       |   |                |          |                |   |            |           
|                                                                                    | Repayment of long-term debt           |   |                | (221,426 | )              |   |            | (296,499   | )
|                                                                                    |                                       |   |                |          |                |   |            |           
|                                                                                    | Net cash used in financing activities |   |                | (221,426 | )              |   |            | (296,499   | )
|                                                                                    |                                       |   |                |          |                |   |            |           
|NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS                                |                                       |   | (1,933,942     | )        |                |   | 13,726,170 |           
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                      |                                       |   | 25,609,012     |          |                |   | 8,181,388  |           
|CASH AND CASH EQUIVALENTS INCLUDED IN NET ASSETS
HELD FOR SALE, BEGINNING OF PERIOD |                                       |   |               |          |                |   | 10,111,872 |           
|CASH AND CASH EQUIVALENTS INCLUDED IN NET ASSETS
HELD FOR SALE, END OF PERIOD       |                                       |   |               |          |                |   | (9,807,467 | )         
|                                                                                    |                                       |   |                |          |                |   |            |           
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                            |                                       | $ | 23,675,070     |          |                | $ | 22,211,963 |           
|                                                                                    |                                       |   |                |          |                |   |            |           
|CASH PAID FOR INTEREST                                                              |                                       | $ | 176,908        |          |                | $ | 9,793,090  |           
|                                                                                    |                                       |   |                |          |                |   |            |           
|SUMMARY OF NON-CASH INVESTING AND FINANCING ACTIVITIES:                             |                                       |   |                |          |                |   |            |           
|Property and equipment acquired through issuance of debt                            |                                       | $ | 147,269        |          |                | $ |           |           
|Accretion of discount on preferred stock                                            |                                       |   | 688,284        |          |                |   | 615,763    |           
|Accrual of preferred stock dividends                                                |                                       |   | 5,678,677      |          |                |   | 4,901,116  |           

See Unaudited Notes to the Condensed Consolidated Financial Statements

Page 7 of 37



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##### Table of Contents



Fitzgeralds Gaming Corporation (Debtor-In-Possession)




Unaudited Notes to the Condensed Consolidated Financial Statements



|1. |  | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The accompanying condensed consolidated financial statements of Fitzgeralds
Gaming Corporation (the Company) (Debtor-In-Possession) have been prepared
by the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles (GAAP) have been
condensed or omitted.                                                                                                                                                                                                                                                                        
|  
|   |  | In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the interim
condensed consolidated financial statements have been included. These
condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes thereto included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2001.
The results of operations for the three quarters ended September 29, 2002
are not necessarily indicative of the results to be expected for the year
ending December 31, 2002 and, because of the sale of three of the Companys
four properties on December 6, 2001, are not comparable to prior periods.
|  
|   |  | The Company utilizes a 4-4-5 (weeks) financial reporting period which
maintains a December 31 year-end. This method of reporting results in 13
weeks in each quarterly accounting period. The first and fourth accounting
periods will have a fluctuating number of days resulting from the
maintenance of a December 31 year end, whereas the second and third periods
will have the same number of days each year.                                                                                                                                                                                                                                                                                                                                            
|  
|   |  | Certain amounts in the 2001 condensed consolidated financial statements have
been reclassified to conform to the 2002 method of presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|2. |  | PETITION FOR RELIEF UNDER CHAPTER 11                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   |  | General                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   |  | On December 5, 2000, the Company commenced cases under Chapter 11 of the
Bankruptcy Code (collectively, the Bankruptcy Cases) in the United States
Bankruptcy Court for the Northern District of Nevada (the Bankruptcy
Court). The Bankruptcy Cases are jointly administered and coordinated
under Case No. BK-N-00-33467 GWZ. The Bankruptcy Cases were commenced in
accordance with an Agreement Regarding Pre-Negotiated Restructuring, dated
as of December 1, 2000 (the Restructuring Agreement), with the holders
(the Consenting Noteholders) of a majority in interest of the Companys
12.25% Senior Secured Notes (the Notes) issued under an indenture dated
December 30, 1997 (the Indenture).                                           

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| |  | The Restructuring Agreement contemplates an expeditious and orderly sale of
all of the Companys operating assets and properties as going concerns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The Restructuring Agreement provides a vehicle for liquidating the assets of
the Company in the Bankruptcy Court through Chapter 11 of the Bankruptcy
Code. Upon execution of the Restructuring Agreement and before commencement
of the Bankruptcy Cases, the Company distributed $13.0 million in Excess
Cash (as that term is defined in the Restructuring Agreement) to the trustee
under the Indenture (the Indenture Trustee) to be applied to unpaid and
accrued Indenture Trustees fees and expenses incurred and as partial
payment of accrued and unpaid interest and principal as provided in the
Indenture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | Pursuant to the Restructuring Agreement and an order entered by the
Bankruptcy Court, the Company was required to distribute unrestricted cash
(which includes cash in net assets held for sale) in excess of $24.8 million
to holders of its Notes within 45 days after the end of each quarter. In
May, August and November 2001, the Company distributed $1.8 million, $7.7
million and $7.2 million, respectively, in Excess Cash to the Indenture
Trustee to be applied to accrued and unpaid interest and principal as
provided in the Indenture. On December 6, 2001, the Company sold
substantially all of the assets and related liabilities of its Fitzgeralds
Las Vegas, Fitzgeralds Mississippi and Fitzgeralds Black Hawk properties to
Majestic Investors Holding, LLC (Majestic). At that time, approximately
$133.3 million was distributed to the Indenture Trustee from the proceeds of
the December 6, 2001 sale to Majestic. The Company and the
Informal Committee subsequently established a new threshold for cash
reserves of $16.5 million, which was tentatively approved by the
Bankruptcy Court on November 1, 2002 and which will become fully
approved upon entry of the Bankruptcy Courts Order approving the
amendment to the Restructuring Agreement. As of the filing date the
Order has not been entered, however at the November 1, 2002 hearing,
the Court stated that upon its entry, the Order would be effective
November 1, 2002. As part of the Restructuring Agreement, the Consenting Noteholders
and Indenture Trustee have agreed to forbear from exercising certain of
their rights otherwise allowable under the Notes and the Indenture.
|
| |  | As of the commencement of the Bankruptcy Cases, the parties to the
Restructuring Agreement each concluded that the fair market value of the
Companys real and personal property given as collateral for the Notes was
less than the total outstanding principal and interest due under the Notes,
and that the fair market value of the real and personal property not
securing the Notes was less than the amount of the unsecured deficiency
claim of the holders of the Notes. As a result, it was not expected then
and is still not expected that any distribution will be made to holders of
the existing capital stock of the Company. The Restructuring Agreement
requires that as part of the liquidation process, all of the existing common
stock and preferred stock of the Company is to be canceled and extinguished
without payment therefor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | In accordance with the Restructuring Agreement, an auction sale was to be
scheduled for no later than June 15, 2001 in the Bankruptcy Court with
respect to those operating assets and properties not sold pursuant to
negotiated sales agreements such as the purchase agreement with Majestic, as
referred to below. With the consent of the Consenting Noteholders, the
auction sale was not conducted and the Company and the Consenting
Noteholders executed an amendment to the Restructuring Agreement which was
approved by the Bankruptcy Court on November 1, 2002 to conduct the auction
sale of the one remaining operating property,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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| |  | Fitzgeralds Reno, during 2002, although no assurance can be given as to if
or when the Fitzgeralds Reno property will be sold or as to the amount that
will be realized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Under the terms of the Restructuring Agreement, upon the closing of each
sale of the Companys assets, the net proceeds of the collateral for the
Notes, less certain reserves for management incentives and other
liabilities, must be distributed to the Indenture Trustee for the benefit of
and distribution to the holders of the Notes in accordance with the
Indenture. All of the Companys assets remaining after such sales,
including any notes received as part of the consideration for the sales of
the Companys assets and payment of remaining liabilities of the Company,
will be transferred to a liquidating trust created for the benefit of the
holders of the Notes and others under a plan of reorganization to be
consistent with the terms of the Restructuring Agreement.      
|
| |  | In light of the regulatory approvals needed to accomplish the liquidations,
and recognizing the need to retain senior management in order to insure
continuity and compliance with all gaming regulations and licensing
requirements in the Companys operations during the process, the
Restructuring Agreement required implementation of a senior management
incentive and retention program. After obtaining Bankruptcy Court approval
in December 2000, this program was adopted by the Company in order to retain
Philip D. Griffith, Michael E. McPherson, Max L. Page and Paul H. Manske,
(the Senior Management) each an officer, director and/or senior executive
of the Company, as key executives and to compensate them for their continued
employment with the Company during the process.
|
| |  | For further information concerning the sale to Majestic, please refer to our
Current Report on Form 8-K, dated December 6, 2001, as filed with the
Securities and Exchange Commission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | Reorganization Items                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | For the quarter and the three quarters ended September 29, 2002 and
September 30, 2001, the Company incurred the following expenses subsequent
to the filing of the Bankruptcy Cases:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

|                      |                                                                               |   |                |          |                      |   |                |          |                |   |           |           |   |   |           |           |  
|--------------------- | ----------------------------------------------------------------------------- | - | -------------- | -------- | -------------------- | - | -------------- | -------- | -------------- | - | --------- | --------- | - | - | --------- | --------- | -
|                      |                                                                               |   | Quarter Ended  |          | Three Quarters Ended
|                      |                                                                               |   |                |          |                     
|                      |                                                                               |   | Sept. 29, 2002 |          | Sept. 30, 2001       |   | Sept. 29, 2002 |          | Sept. 30, 2001
|                      |                                                                               |   |                |          |                      |   |                |          |               
|Reorganization items: |                                                                               |   |                |          |                      |   |                |          |                |   |           |           |   |   |           |          
|                      | Post-petition professional fees                                               |   | $              | 331,195  |                      |   | $              | 664,084  |                |   | $         | 1,204,294 |   |   | $         | 2,430,592 |  
|                      | U. S. trustee fees                                                            |   |                | 10,000   |                      |   |                | 48,725   |                |   |           | 93,917    |   |   |           | 181,000   |  
|                      | Loss (gain) on sale of assets                                                 |   |                | (158,725 | )                    |   |                |         |                |   |           | 131,978   |   |   |           | 132,605   |  
|                      | Other                                                                         |   |                |         |                      |   |                | 132,605  |                |   |           |          |   |   |           |          |  
|                      | Interest earned on accumulated
cash resulting from the
bankruptcy proceedings |   |                | (98,928  | )                    |   |                | (142,436 | )              |   |           | (286,049  | ) |   |           | (467,534  | )
|                      |                                                                               |   |                |          |                      |   |                |          |                |   |           |           |   |   |           |          
|                      |                                                                               | $ | 83,542         |          |                      | $ | 702,978        |          |                | $ | 1,144,140 |           |   | $ | 2,276,663 |          
|                      |                                                                               |   |                |          |                      |   |                |          |                |   |           |           |   |   |           |          

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| |  | Liabilities Subject to Compromise                                                                        
| |  | ---------------------------------------------------------------------------------------------------------
|
| |  | At September 29, 2002 and December 31, 2001 liabilities subject to
compromise consisted of the following:

|                                   |                                  |   |            |            |      |   |            |            |  
|---------------------------------- | -------------------------------- | - | ---------- | ---------- | ---- | - | ---------- | ---------- | -
|                                   |                                  |   | 2002       |            | 2001
|                                   |                                  |   |            |            |     
|Liabilities subject to compromise: |                                  |   |            |            |      |   |            |           
|                                   | Notes                            |   | $          | 99,733,642 |      |   | $          | 99,733,642 |  
|                                   | Discount on the Notes            |   |            | (345,431   | )    |   |            | (613,709   | )
|                                   | Debt offering costs on the Notes |   |            | (1,526,254 | )    |   |            | (2,054,572 | )
|                                   | Unsecured creditors              |   |            | 121,705    |      |   |            | 269,960    |  
|                                   |                                  |   |            |            |      |   |            |           
|                                   |                                  | $ | 97,983,662 |            |      | $ | 97,335,321 |           
|                                   |                                  |   |            |            |      |   |            |           



|3. |  | RECENTLY ISSUED OR ADOPTED ACCOUNTING STANDARDS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 141 (SFAS 141), Business
Combinations, which requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and prohibits the use of the
pooling-of-interest method. Adoption of this statement did not have a
material impact on the Companys financial condition or results of
operation.                                                                                                                                                                                                                       
|  
|   |  | In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 142 (SFAS 142), Goodwill
and Other Intangible Assets, which is effective January 1, 2002. SFAS 142
requires that goodwill and other intangible assets with indefinite useful
lives no longer be amortized, but instead tested for impairment at least
annually. The Company discontinued recording the amortization of its
goodwill included in net assets held for sale subsequent to filing the
Bankruptcy Cases. As of December 6, 2001, the Company wrote-down $13.0
million of its goodwill due to the sale of Fitzgeralds Black Hawk to
Majestic.
|  
|   |  | Also in June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 143, Accounting for Asset
Retirement Obligations, which is effective for financial statements issued
for fiscal years beginning after June 15, 2002. This statement establishes
accounting standards for recognition and measurement of a liability for an
asset retirement obligation and the associated asset retirement cost.
Adoption of this statement did not have a material impact on the Companys
financial condition or results of operation.                                                                                            
|  
|   |  | In August 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which is effective for
financial statements issued for fiscal years beginning after December 15,
2001, and the interim periods within those fiscal years. This statement
addresses financial accounting and reporting for the impairment of
long-lived assets and for long-lived assets to be disposed of, and
supersedes Statement of Financial Accounting Standards No. 121, Accounting
for the Impairment of Long-Lived Assets and For                                         

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|   |  | Long-Lived Assets to be Disposed Of. Adoption of this statement did not have
a material impact on the Companys financial condition or results of
operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | In April 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 145 (SFAS 145), Rescission
of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13,
and Technical Corrections.The most significant provisions of this statement
relate to the rescission of Statement No. 4, Reporting Gains and Losses from
Extinguishment of Debtand it also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings, or
describe their applicability under changed conditions. Under this new
statement, any gain or loss on extinguishment of debt that was classified as
an extraordinary item in prior periods that does not meet certain defined
criteria must be reclassified. The provisions of this Statement, related to
the rescission of Statement 4, should be applied in fiscal years beginning
after May 15, 2002. Generally, SFAS 145 is effective for the Companys
fiscal year 2003. The Company has not elected to adopt the SFAS early. In
addition the Company has not yet determined the impact of SFAS 145 on the
Companys financial position or results of operations.                                                                            
|  
|   |  | In June 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 146 (SFAS 146), Accounting
for Costs Associated with Exit or Disposal Activities.This statement
address financial accounting and reporting for costs associated with exit or
disposal activities and supercedes EITF No. 94-3 Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring).The statement
requires that a liability for a cost associated with an exit or disposal
activity is recognized when the liability is incurred. A fundamental
conclusion reached by the FASB in SFAS 146 is an entitys commitment to a
plan, by itself, does not create a present obligation to others that meets
the definition of a liability. This statement also establishes that fair
value is the objective for initial measurement of the liability. The
provisions of this statement are effective for exit or disposal activities
that are initiated after December 31, 2002 with early application
encouraged. The Company currently does not expect the adoption of this
standard to have a material impact on the Companys consolidated financial
statements.
|  
|4. |  | NET ASSETS HELD FOR SALE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   |  | In December 2000, the Company entered into the Restructuring Agreement with
the Consenting Noteholders. The Restructuring Agreement contemplates an
expeditious and orderly sale of all of the Companys operating assets and
properties. In accordance with the provisions of the Restructuring
Agreement, on December 6, 2001 substantially all the assets and liabilities
of the Fitzgeralds Las Vegas, Fitzgeralds Mississippi and Fitzgeralds Black
Hawk properties were sold to Majestic. The purchase price for the Assets
was $149.0 million, subject to certain adjustments and holdbacks specified
in the purchase agreement with Majestic, which resulted in net proceeds
prior to distributions of approximately $146.9 million. The Company is
actively seeking a buyer for the Fitzgeralds Reno property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|   |  | As of September 29, 2002 and December 31, 2001 assets included in net assets
held for sale of $12.3 million and $12.0 million, respectively, consist
mainly of property and equipment transferable upon the sale of Fitzgeralds
Reno.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|5. |  | LONG TERM DEBT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |  | The Notes bear interest at a fixed annual rate of 12.25% payable on June 15
and December 15 of each year, commencing June 15, 1998. The Notes stated
maturity date is on December 15, 2004. The Company has not paid the
regularly scheduled interest payments of $12.5 million that were due and
payable June 15, 1999. Under the Note Indenture, an Event of Default
occurred on July 15, 1999, and continued until the Company filed the
Bankruptcy Cases. Failure to make the scheduled interest payment on June
15, 1999 resulted in a 1.0% increase in the interest rate to 13.25%,
effective June 16, 1999 until the Company filed the Bankruptcy Cases. Upon
execution of the Restructuring Agreement and before commencement of the
Bankruptcy Cases, the Company distributed $13.0 million in Excess Cash (as
that term is defined in the Restructuring Agreement) to the Indenture
Trustee to be applied to unpaid and accrued Indenture Trustees fees and
expenses incurred and as partial payment of accrued and unpaid interest as
provided in the Indenture. Pursuant to the Restructuring Agreement and an
order entered by the Bankruptcy Court, the Company was required to
distribute unrestricted cash (which includes cash in net assets held for
sale) in excess of $24.8 million to holders of its Notes within 45 days
after the end of each quarter. In May, August and November 2001, the
Company distributed $1.8 million, $7.7 million and $7.2 million,
respectively, in Excess Cash to the Indenture Trustee to be applied to
accrued and unpaid interest and principal as provided in the Indenture. The Company and the
Informal Committee subsequently established a new threshold for cash
reserves of $16.5 million, which was tentatively approved by the
Bankruptcy Court on November 1, 2002 and which will become fully
approved upon entry of the Bankruptcy Courts Order approving the
amendment to the Restructuring Agreement. As of the filing date the
Order has not been entered, however at the November 1, 2002 hearing,
the Court stated that upon its entry, the Order would be effective
November 1, 2002. On December 6, 2001, approximately $133.3
million was distributed to the Indenture Trustee from the proceeds of the
December 6, 2001 sale to Majestic.
|  
|7. |  | SEGMENT INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   |  | The Company is a gaming holding company that until December 6, 2001 owned
and operated four Fitzgeralds-brand casino-hotels, in downtown Las Vegas,
Nevada, Reno, Nevada, Tunica, Mississippi, and Black Hawk, Colorado. Until
the Company sold substantially all of the assets and related liabilities of
its Fitzgeralds Las Vegas, Fitzgeralds Mississippi and Fitzgeralds Black
Hawk properties to Majestic on December 6, 2001, the Company identified its
business in four segments based on geographic location. The Company
marketed, prior to December 6, 2001, in each of its segments, and currently
markets Fitzgeralds Reno, primarily to middle-market customers, emphasizing
its Fitzgeralds brand and its Fitzgeralds Irish Luck theme. The major
products offered prior to December 6, 2001, in each segment were and
currently offered at Fitzgeralds Reno are: casino, rooms (except for
Fitzgeralds Black Hawk), food and beverage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   |  | The accounting policies of each business segment were, and in the case of
Fitzgeralds Reno are, the same as those described in the summary of
significant accounting policies in the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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| |  | Companys Annual Report on Form 10-K for the year ended December 31, 2001.
There are minimal inter-segment sales. The Company continues to evaluate
its business segment performance based on the Companys earnings before
interest, income taxes, depreciation and amortization (EBITDA). The
Company has not changed its basis of segmentation from the year ended
December 31, 2001.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                               |                        |                  |        |                        |     |                |        |        |       | 
|------------------------------ | ---------------------- | ---------------- | ------ | ---------------------- | --- | -------------- | ------ | ------ | ----- | 
|                               |                        |                  |        | For the Quarters Ended
|                               |                        |                  |        |                       
|                               |                        |                  |        | Sept. 29, 2002         |     | Sept. 30, 2001
|                               |                        |                  |        |                        |     |               
|                               |                        |                  |        | (in thousands)        
|Net operating revenues:        |                        |                  |        |                        |     |                |        |       
|                               | Fitzgeralds Las Vegas  |                  | $      |                       |     |                | $      | 12,675 |      
|                               | Fitzgeralds Tunica     |                  |        |                       |     |                |        | 21,113 |      
|                               | Fitzgeralds Reno       |                  |        | 10,451                 |     |                |        | 10,342 |      
|                               | Fitzgeralds Black Hawk |                  |        |                       |     |                |        | 9,525  |      
|                               | Other                  |                  |        | 5                      |     |                |        | (10    | )    
|                               |                        |                  |        |                        |     |                |        |       
|Total                          |                        | $                | 10,456 |                        |     | $              | 53,645 |       
|                               |                        |                  |        |                        |     |                |        |       
|Income (loss) from operations: |                        |                  |        |                        |     |                |        |       
|                               | Fitzgeralds Las Vegas  |                  | $      | 159                    |     |                | $      | (186   | )    
|                               | Fitzgeralds Tunica     |                  |        | (94                    | )   |                |        | 5,249  |      
|                               | Fitzgeralds Reno       |                  |        | 1,574                  |     |                |        | 1,636  |      
|                               | Fitzgeralds Black Hawk |                  |        | (54                    | )   |                |        | 2,649  |      
|                               | Other                  |                  |        | (1,034                 | )   |                |        | (715   | )    
|                               |                        |                  |        |                        |     |                |        |       
|                               |                        | Total Properties |        |                        | 551 |                |        |        | 8,633 | 
|                               | Nevada Club            |                  |        | (24                    | )   |                |        | 2      |      
|                               |                        |                  |        |                        |     |                |        |       
|Total                          |                        | $                | 527    |                        |     | $              | 8,635  |       
|                               |                        |                  |        |                        |     |                |        |       



| |  | Reconciliation of total business segment operating income to consolidated
net income before income tax:
| |  | -------------------------------------------------------------------------------------------------------

|                               |                  |   |       |        |   |   |       |         |  
|------------------------------ | ---------------- | - | ----- | ------ | - | - | ----- | ------- | -
|Total segment operating income |                  | $ | 1,585 |        |   | $ | 9,348 |        
|                               | Nevada Club      |   |       | (24    | ) |   |       | 2       |  
|                               | Other            |   |       | (1,034 | ) |   |       | (716    | )
|                               | Eliminations     |   |       | (1,500 | ) |   |       | (12,362 | )
|                               | Interest income  |   |       | 4      |   |   |       | 16      |  
|                               | Interest expense |   |       | (324   | ) |   |       | (503    | )
|                               | Other expense    |   |       | 1,508  |   |   |       | 12,270  |  
|                               |                  |   |       |        |   |   |       |        
|Net income                     |                  | $ | 215   |        |   | $ | 8,055 |        
|                               |                  |   |       |        |   |   |       |        

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|                               |                        |                  |        |                              |        |                |         |        |        | 
|------------------------------ | ---------------------- | ---------------- | ------ | ---------------------------- | ------ | -------------- | ------- | ------ | ------ | 
|                               |                        |                  |        | For the Three Quarters Ended
|                               |                        |                  |        |                             
|                               |                        |                  |        | Sept. 29, 2002               |        | Sept. 30, 2001
|                               |                        |                  |        |                              |        |               
|                               |                        |                  |        | (in thousands)              
|Net operating revenues:        |                        |                  |        |                              |        |                |         |       
|                               | Fitzgeralds Las Vegas  |                  | $      |                             |        |                | $       | 40,600 |       
|                               | Fitzgeralds Tunica     |                  |        |                             |        |                |         | 63,176 |       
|                               | Fitzgeralds Reno       |                  |        | 28,948                       |        |                |         | 29,933 |       
|                               | Fitzgeralds Black Hawk |                  |        |                             |        |                |         | 25,916 |       
|                               | Other                  |                  |        | 29                           |        |                |         | 25     |       
|                               |                        |                  |        |                              |        |                |         |       
|Total                          |                        | $                | 28,977 |                              |        | $              | 159,650 |       
|                               |                        |                  |        |                              |        |                |         |       
|Income (loss) from operations: |                        |                  |        |                              |        |                |         |       
|                               | Fitzgeralds Las Vegas  |                  | $      | (136                         | )      |                | $       | 2,318  |       
|                               | Fitzgeralds Tunica     |                  |        | (242                         | )      |                |         | 15,579 |       
|                               | Fitzgeralds Reno       |                  |        | 2,255                        |        |                |         | 2,928  |       
|                               | Fitzgeralds Black Hawk |                  |        | (439                         | )      |                |         | 6,245  |       
|                               | Other                  |                  |        | (3,239                       | )      |                |         | (2,670 | )     
|                               |                        |                  |        |                              |        |                |         |       
|                               |                        | Total Properties |        |                              | (1,801 | )              |         |        | 24,400 | 
|                               | Nevada Club            |                  |        | (40                          | )      |                |         | (45    | )     
|                               |                        |                  |        |                              |        |                |         |       
|Total                          |                        | $                | (1,841 | )                            |        | $              | 24,355  |       
|                               |                        |                  |        |                              |        |                |         |       



| |  | Reconciliation of total business segment operating income to consolidated
net income (loss) before income tax:
| |  | --------------------------------------------------------------------------------------------------------------

|                               |                  |   |        |        |   |   |        |         |  
|------------------------------ | ---------------- | - | ------ | ------ | - | - | ------ | ------- | -
|Total segment operating income |                  | $ | 1,438  |        |   | $ | 27,069 |        
|                               | Nevada Club      |   |        | (40    | ) |   |        | (45     | )
|                               | Other            |   |        | (3,238 | ) |   |        | (2,670  | )
|                               | Eliminations     |   |        | (1,274 | ) |   |        | (30,144 | )
|                               | Interest income  |   |        | 47     |   |   |        | 94      |  
|                               | Interest expense |   |        | (980   | ) |   |        | (1,518  | )
|                               | Other expense    |   |        | 1,271  |   |   |        | 30,017  |  
|                               |                  |   |        |        |   |   |        |        
|Net income (loss)              |                  | $ | (2,776 | )      |   | $ | 22,803 |        
|                               |                  |   |        |        |   |   |        |        

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Item 2

Managements Discussion and Analysis of

Financial Condition and Results of Operations

The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for forward-looking statements. The following discussion should be read in
conjunction with, and is qualified in its entirety by, the Condensed
Consolidated Financial Statements and the Notes thereto included in this
report. The following discussion and other material in this Quarterly Report
on Form 10-Q contain certain forward-looking statements. The forward-looking
statements are necessarily based upon a number of estimates and assumptions
that, while considered reasonable, are inherently subject to significant
business, economic and competitive uncertainties and contingencies, many of
which are beyond the control of the Company, and upon assumptions with respect
to future business decisions which are subject to change. Risks to which the
Company is subject include, but are not necessarily limited to, its efforts to
restructure its indebtedness and capital structure, the ability to successfully
sell its remaining assets and the successful conclusion of the Bankruptcy
Cases, competition, high level of indebtedness, the need for additional
financing, development and construction risks, market fluctuations, gaming,
liquor and other regulatory matters, geographic concentration in Reno since
December 6, 2001, limited operations since December 6, 2001, the uncertainties
and possible disruption as a result of the ReTrac Project, the proliferation of
Indian gaming facilities in California and elsewhere, taxation, the
availability and retention of key management, environmental matters and other
factors discussed in the Companys other filings with the Securities and
Exchange Commission. Accordingly, actual results could differ materially from
those contemplated by such forward-looking statements.

General

The Company is a gaming holding company that until December 6, 2001 owned and
operated four Fitzgeralds-brand casino-hotels, in downtown Las Vegas, Nevada
(Fitzgeralds Las Vegas), Reno, Nevada (Fitzgeralds Reno), Tunica,
Mississippi (Fitzgeralds Tunica), and Black Hawk, Colorado (Fitzgeralds
Black Hawk), collectively referred to as (the Properties). On December 6,
2001, the Company sold substantially all of the assets and related liabilities
of its Fitzgeralds Las Vegas, Fitzgeralds Tunica and Fitzgeralds Black Hawk
properties to Majestic and currently has only one Property  Fitzgeralds Reno.
See Note 2 to Unaudited Notes to the Condensed Consolidated Financial
Statements.

The Company currently conducts substantially all of its business through wholly
owned subsidiaries: Fitzgeralds Reno, Inc. (FRI); Fitzgeralds South, Inc.
(FSI); and Fitzgeralds Incorporated (FI). FRI directly owns and operates
Fitzgeralds Reno; FSI owns the residual assets and liabilities of Fitzgeralds
Las Vegas (FLVI) and Fitzgeralds Tunica (FMI) through wholly owned
subsidiaries; and FI owns the residual assets and liabilities of Fitzgeralds
Black

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Hawk through wholly-owned subsidiaries, including 101 Main Street Limited
Liability Company.

Unless the context otherwise requires, the Company refers to Fitzgeralds
Gaming Corporation and its subsidiaries. The Company was incorporated in
Nevada in 1994 to serve as a holding company. The executive office of the
Company is located at 3097 E. Warms Springs Rd. Suite 100, Las Vegas, Nevada
89120; telephone (702) 940-2000; facsimile (702) 940-2207.

In the narrative discussion below, the 2002 Q3 Period is defined as the
quarter ended September 29, 2002 and the 2001 Q3 Period is defined as the
quarter ended September 30, 2001. The Cumulative 2002 Period is defined as
the three quarters ended September 29, 2002 and the Cumulative 2001 Period is
defined as the three quarters ended September 30, 2001. The comparison of the
2002 Q3 Period to the 2001 Q3 Period and the comparison of the Cumulative 2002
Period to the Cumulative 2001 Period will not be meaningful due to the December
6, 2001 sale of substantially all of the assets of Fitzgeralds Las Vegas,
Fitzgeralds Tunica and Fitzgeralds Black Hawk. Operating results for the
Cumulative 2002 Period and the 2002 Q3 Period reflect the ongoing operating
results for Fitzgeralds Reno, corporate expenses and administrative expenses
associated with the residual assets and liabilities of the operations sold on
December 6, 2001. Unless otherwise noted, the narrative discussion below is
focused on the results of the Companys Properties and excludes Nevada Club,
which was sold in June 1999, and in managements opinion, is not material to
the ongoing operations of the Company. Corporate expense of $0.25 million was
allocated to each of the four Properties for each of the three quarters during
2001. In the Cumulative 2002 Period the Company did not allocate any corporate
expense to the Properties, however Fitzgeralds Reno incurred $0.3 million of
net expense for services previously provided by the Company. Such expenses are
included in selling, general and administrative expenses at the Properties.
The remainder of the unallocated corporate expense is included in the selling,
general and administrative expenses of Other Operations. See Note 1 of
Statement of Operations Data.

Quarter Ended September 29, 2002 Comparison to Quarter Ended September 30, 2001

The table below sets forth Net Operating Revenues, Income (Loss) from
Operations, EBITDA, Adjusted EBITDA and other financial data for the 2002 Q3
Period and the 2001 Q3 Period. EBITDA for the Properties was $0.5 million and
$8.0 million for the 2002 and 2001 Q3 Periods, respectively. Adjusted EBITDA,
which the Company uses as a reasonable measure of its ability to generate cash
from operating activities and as a means to compare the Companys performance
with that of its competitors, decreased from $9.1 million for the 2001 Q3
Period to $0.6 million for the 2002 Q3 Period. For a definition of EBITDA and
Adjustments to EBITDA, see Notes 2 and 3, respectively, of Statement of
Operations Data.

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|                               |                           |                  |   |                        |        |                |   |        |        | 
|------------------------------ | ------------------------- | ---------------- | - | ---------------------- | ------ | -------------- | - | ------ | ------ | 
|                               |                           |                  |   | For the Quarters Ended
|                               |                           |                  |   |                       
|                               |                           |                  |   | Sept. 29, 2002         |        | Sept. 30, 2001
|                               |                           |                  |   |                        |        |               
|                               |                           |                  |   | (in thousands)        
|Statement of Operations Data   |                           |                  |   |                        |        |                |   |       
|Net Operating Revenues:        |                           |                  |   |                        |        |                |   |       
|                               | Fitzgeralds Las Vegas     |                  | $ |                       |        |                | $ | 12,675 |       
|                               | Fitzgeralds Tunica        |                  |   |                       |        |                |   | 21,113 |       
|                               | Fitzgeralds Reno          |                  |   | 10,451                 |        |                |   | 10,342 |       
|                               | Fitzgeralds Black Hawk    |                  |   |                       |        |                |   | 9,525  |       
|                               | Other                     |                  |   | 5                      |        |                |   | (10    | )     
|                               |                           |                  |   |                        |        |                |   |       
|                               |                           | Total            |   | $                      | 10,456 |                |   | $      | 53,645 | 
|                               |                           |                  |   |                        |        |                |   |       
|Income (Loss) from Operations: |                           |                  |   |                        |        |                |   |       
|                               | Fitzgeralds Las Vegas     |                  | $ | 159                    |        |                | $ | (186   | )     
|                               | Fitzgeralds Tunica        |                  |   | (94                    | )      |                |   | 5,249  |       
|                               | Fitzgeralds Reno          |                  |   | 1,574                  |        |                |   | 1,636  |       
|                               | Fitzgeralds Black Hawk    |                  |   | (54                    | )      |                |   | 2,649  |       
|                               | Other (1)                 |                  |   | (1,034                 | )      |                |   | (715   | )     
|                               |                           |                  |   |                        |        |                |   |       
|                               |                           | Total Properties |   |                        | 551    |                |   |        | 8,633  | 
|                               | Nevada Club               |                  |   | (24                    | )      |                |   | 2      |       
|                               |                           |                  |   |                        |        |                |   |       
|                               |                           | Total            |   | $                      | 527    |                |   | $      | 8,635  | 
|                               |                           |                  |   |                        |        |                |   |       
|Other Data                     |                           |                  |   |                        |        |                |   |       
|EBITDA (2):                    |                           |                  |   |                        |        |                |   |       
|                               | Fitzgeralds Las Vegas     |                  | $ | 159                    |        |                | $ | (148   | )     
|                               | Fitzgeralds Tunica        |                  |   | (94                    | )      |                |   | 5,200  |       
|                               | Fitzgeralds Reno          |                  |   | 1,574                  |        |                |   | 1,674  |       
|                               | Fitzgeralds Black Hawk    |                  |   | (54                    | )      |                |   | 2,641  |       
|                               | Other (1)                 |                  |   | (1,027                 | )      |                |   | (1,323 | )     
|                               |                           |                  |   |                        |        |                |   |       
|                               |                           | Total Properties |   |                        | 558    |                |   |        | 8,044  | 
|                               | Nevada Club               |                  |   | (24                    | )      |                |   | 2      |       
|                               |                           |                  |   |                        |        |                |   |       
|                               |                           | Total EBITDA     |   |                        | 534    |                |   |        | 8,046  | 
|                               | Adjustments to EBITDA (3) |                  |   | 108                    |        |                |   | 1,038  |       
|                               |                           |                  |   |                        |        |                |   |       
|                               |                           | Adjusted EBITDA  |   | $                      | 642    |                |   | $      | 9,084  | 
|                               |                           |                  |   |                        |        |                |   |       



---

|(1) |  | Other includes corporate expenses not allocated to the Properties for the
2002 and 2001 Q3 Periods, which includes $0.3 and $0.7 million of
post-petition professional fees and expenses included in reorganization
items for the 2002 and 2001 Q3 Periods, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | EBITDA is a supplemental financial measurement used by the Company in the
evaluation of its gaming business and by many gaming industry analysts.
EBITDA is calculated by adding depreciation and amortization expense to
income from operations. At any property, EBITDA is calculated after the
allocation of corporate costs. However, EBITDA should only be read in
conjunction with all of the Companys financial data summarized above and
its financial statements prepared in accordance with GAAP appearing
elsewhere herein, and should not be construed as an alternative either to
income from operations (as determined in accordance with GAAP) as an
indication of the Companys operating performance or to cash flows from
operating activities (as determined in accordance with GAAP) as a measure
of liquidity. This presentation of EBITDA may not be comparable to
similarly titled measures reported by other companies.
|   
|   
|   
|   
|(3) |  | Adjustments to EBITDA include (i) exclusion of EBITDA for Nevada Club for
both periods presented; (ii) exclusion of post-petition professional fees
and expenses net of interest income included as reorganization items of
$0.08 million for the 2002 Q3 Period and $0.7 million for the 2001 Q3
Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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Operating Revenues

Total revenues for the Properties were $12.3 million and net operating revenues
were $10.5 million for the 2002 Q3 Period, representing decreases of 80.6% and
80.5%, respectively, over total revenues of $63.6 million and net operating
revenues of $53.6 million for the 2001 Q3 Period. The decrease was due to the
sale of the Fitzgeralds Las Vegas, Fitzgeralds Tunica and Fitzgeralds Black
Hawk properties to Majestic on December 6, 2001. Total net revenue for
Fitzgeralds Reno increased 1.1% to $10.5 million for the 2002 Q3 Period from
$10.3 million for the 2001 Q3 Period.

The Companys business can be separated into four operating departments:
casino, food and beverage, rooms and other. Casino revenues for the Properties
represented 70.9% and 79.2% of total revenues for the Properties for the 2002
and 2001 Q3 Periods, respectively. Casino revenues for the Properties (of
which approximately 76.2% and 87.4% were derived from slot machine revenues for
the 2002 and 2001 Q3 Periods, respectively) decreased 82.7% to $8.7 million for
the 2002 Q3 Period from $50.4 million for the 2001 Q3 Period. Casino revenues
at Fitzgeralds Reno remained approximately the same at $8.7 million for both
the 2002 and 2001 Q3 Periods.

Room revenues for the Properties (13.4% and 8.7% of total revenues for the
Properties for the 2002 and 2001 Q3 Periods, respectively) decreased 70.1% from
the 2001 Q3 Period. Fitzgeralds Reno room revenues increased 2.1% due to an
increase in the average daily rate of 1.0% offset by a decrease in the average
occupancy rate to 91.5% for the 2002 Q3 Period from 92.4% for the 2001 Q3
Period.

Food and beverage revenues for the Properties (14.3% and 10.4% of total
revenues for the Properties for the 2002 and 2001 Q3 Periods, respectively)
decreased 73.3% to $1.8 million for the 2002 Q3 Period. Food and beverage
revenue at Fitzgeralds Reno increased 9.3% to $1.8 million for the 2002 Q3
Period from $1.6 million for the 2001 Q3 Period, as a result of increases in
casino volume.

Other revenues for the Properties decreased 84.2% or $0.9 million for the 2002
Q3 Period.

Promotional allowances for the Properties decreased $8.1 million or 81.4% for
the 2002 Q3 Period primarily as a result of the sale to Majestic. Promotional
allowances for Fitzgeralds Reno increased 2.0% to $1.9 million for the 2002 Q3
Period from $1.8 million for the 2001 Q3 Period.

Operating Costs and Expenses

Total operating costs and expenses for the Properties decreased 78.0% to $9.9
million for the 2002 Q3 Period from $45.0 million for the 2001 Q3 Period
primarily due to the sale of the Fitzgeralds Las Vegas, Fitzgeralds Tunica and
Fitzgeralds Black Hawk properties to Majestic on December 6, 2001. Total
operating expenses for Fitzgeralds Reno increased 2.0% to $8.9 million for the
2002 Q3 Period from $8.7 million for the 2001 Q3 Period.

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Casino expenses for the Properties were $4.0 million for the 2002 Q3 Period, a
82.3% decrease from $22.3 million for the 2001 Q3 Period. Food and beverage
expenses for the Properties decreased 71.5% to $1.1 million for the 2002 Q3
Period from $3.9 million for the 2001 Q3 Period. Room expenses for the
Properties decreased 84.4% to $0.5 million for the 2002 Q3 Period from $3.2
million for the 2001 Q3 Period. Selling, general and administrative expenses
for the Properties decreased 71.0% to $4.2 million for the 2002 Q3 Period from
$14.3 million for the 2001 Q3 Period. Professional fees and expenses incurred
in conjunction with the ongoing development, negotiation and implementation of
the Companys restructuring were $0.08 million for the 2002 Q3 Period and $0.7
million for the 2001 Q3 Periods, respectively. Such expenses also include
professional fees and expenses paid by the Company for the financial and legal
advisors to the Committee, the Indenture Trustee, and the administrative fees
paid to the U.S. Trustee in connection with the Bankruptcy Cases.

Personnel expenses for the Properties decreased 79.1% to approximately $4.4
million for the 2002 Q3 Period from approximately $21.1 million for the 2001 Q3
Period. Such expenses are included in the operating departmental expense to
which they relate on the consolidated statement of operations. Personnel
expenses at Fitzgeralds Reno remained approximately the same at $4.4 million
for both the 2002 and 2001 Q3 Periods.

Marketing expenses for the Properties, which include advertising, promotional
material, special events and the operations of the Fitzgeralds player-tracking
card, decreased 76.4% or $2.5 million for the 2002 Q3 Period. Such expenses
are included in selling, general and administrative expenses on the
consolidated statements of operations. Marketing expense at Fitzgeralds Reno
remained approximately the same at $0.8 million for both the 2002 and 2001 Q3
Periods.

Depreciation and amortization expenses for the Properties remained
approximately the same at $0.007 million for the 2002 and 2001 Q3 Periods.

Income from Operations

Income from operations for the Properties was $0.6 million for the 2002 Q3
Period compared to income from operations of $8.6 million for the 2001 Q3
Period. Income from operations for Fitzgeralds Reno remained approximately the
same at $1.6 million for both the 2002 and 2001 Q3 Periods.

Net Interest Expense

Interest expense for the Properties (net of interest income), decreased 33.5%
to $0.3 million for the 2002 Q3 Period from $0.5 million for the 2001 Q3
Period. Section 506(b) of the Bankruptcy Code permits the allowance of interest
on an allowed secured claim secured by property, the value of which is greater
than the amount of the claim. Inasmuch as the parties to the Restructuring
Agreement have concluded that the fair market value of the collateral securing
the Notes is less than the outstanding principal of the Notes, concurrently
with the filing of the Bankruptcy Cases on December 5, 2000 the Company ceased
accruing interest on the Notes.

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##### Table of Contents



Net Income

Net income for the Properties was $0.2 million in the 2002 Q3 Period compared
to a net income of $7.8 million in the 2001 Q3 Period primarily as a result of
the sale to Majestic. Fitzgerald Renos net income decreased to $1.5 million
for the 2002 Q3 Period from $1.6 million for the 2001 Q3 Period for the reasons
discussed above.

Three Quarters Ended September 29, 2002 Comparison to Three Quarters Ended
September 30, 2001

The table below sets forth Net Operating Revenues, Income (Loss) from
Operations, EBITDA, Adjusted EBITDA and other financial data for the Cumulative
2002 Period and the Cumulative 2001 Period. EBITDA for the Properties was
$(1.8) million and $23.8 million for the Cumulative 2002 and 2001 Periods,
respectively. Adjusted EBITDA, which the Company uses as a reasonable measure
of its ability to generate cash from operating activities and as a means to
compare the Companys performance with that of its competitors, decreased from
$26.4 million for the Cumulative 2001 Period to $(0.6) million for the
Cumulative 2002 Period. For a definition of EBITDA and Adjustments to EBITDA,
see Notes 2 and 3, respectively, of Statement of Operations Data.

|                               |                        |                  |   |                              |        |                |   |        |         | 
|------------------------------ | ---------------------- | ---------------- | - | ---------------------------- | ------ | -------------- | - | ------ | ------- | 
|                               |                        |                  |   | For the Three Quarters Ended
|                               |                        |                  |   |                             
|                               |                        |                  |   | Sept. 29, 2002               |        | Sept. 30, 2001
|                               |                        |                  |   |                              |        |               
|                               |                        |                  |   | (in thousands)              
|Statement of Operations Data   |                        |                  |   |                              |        |                |   |       
|Net Operating Revenues:        |                        |                  |   |                              |        |                |   |       
|                               | Fitzgeralds Las Vegas  |                  | $ |                             |        |                | $ | 40,600 |        
|                               | Fitzgeralds Tunica     |                  |   |                             |        |                |   | 63,176 |        
|                               | Fitzgeralds Reno       |                  |   | 28,948                       |        |                |   | 29,933 |        
|                               | Fitzgeralds Black Hawk |                  |   |                             |        |                |   | 25,916 |        
|                               | Other                  |                  |   | 29                           |        |                |   | 25     |        
|                               |                        |                  |   |                              |        |                |   |       
|                               |                        | Total            |   | $                            | 28,977 |                |   | $      | 159,650 | 
|                               |                        |                  |   |                              |        |                |   |       
|Income (Loss) from Operations: |                        |                  |   |                              |        |                |   |       
|                               | Fitzgeralds Las Vegas  |                  | $ | (136                         | )      |                | $ | 2,318  |        
|                               | Fitzgeralds Tunica     |                  |   | (242                         | )      |                |   | 15,579 |        
|                               | Fitzgeralds Reno       |                  |   | 2,255                        |        |                |   | 2,928  |        
|                               | Fitzgeralds Black Hawk |                  |   | (439                         | )      |                |   | 6,245  |        
|                               | Other (1)              |                  |   | (3,239                       | )      |                |   | (2,670 | )      
|                               |                        |                  |   |                              |        |                |   |       
|                               |                        | Total Properties |   |                              | (1,801 | )              |   |        | 24,400  | 
|                               | Nevada Club            |                  |   | (40                          | )      |                |   | (45    | )      
|                               |                        |                  |   |                              |        |                |   |       
|                               |                        | Total            |   | $                            | (1,841 | )              |   | $      | 24,355  | 
|                               |                        |                  |   |                              |        |                |   |       

Page 21 of 37



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##### Table of Contents



|                                    |                           |                  |     |                              |        |                |       |        |        | 
|----------------------------------- | ------------------------- | ---------------- | --- | ---------------------------- | ------ | -------------- | ----- | ------ | ------ | 
|                                    |                           |                  |     | For the Three Quarters Ended
|                                    |                           |                  |     |                             
|                                    |                           |                  |     | Sept. 29, 2002               |        | Sept. 30, 2001
|                                    |                           |                  |     |                              |        |               
|                                    |                           |                  |     | (in thousands)              
|Other Data                          |                           |                  |     |                              |        |                |       |       
|EBITDA (2):                         |                           |                  |     |                              |        |                |       |       
|                                    | Fitzgeralds Las Vegas     |                  | $   | (136                         | )      |                | $     | 2,356  |       
|                                    | Fitzgeralds Tunica        |                  |     | (242                         | )      |                |       | 15,530 |       
|                                    | Fitzgeralds Reno          |                  |     | 2,255                        |        |                |       | 2,965  |       
|                                    | Fitzgeralds Black Hawk    |                  |     | (439                         | )      |                |       | 6,238  |       
|                                    | Other (1)                 |                  |     | (3,214                       | )      |                |       | (3,258 | )     
|                                    |                           |                  |     |                              |        |                |       |       
|                                    |                           | Total Properties |     |                              | (1,776 | )              |       |        | 23,831 | 
|                                    | Nevada Club               |                  |     | (40                          | )      |                |       | (45    | )     
|                                    |                           |                  |     |                              |        |                |       |       
|                                    |                           | Total EBITDA     |     |                              | (1,816 | )              |       |        | 23,786 | 
|                                    | Adjustments to EBITDA (3) |                  |     | 1,184                        |        |                |       | 2,657  |       
|                                    |                           |                  |     |                              |        |                |       |       
|                                    |                           | Adjusted EBITDA  |     | $                            | (632   | )              |       | $      | 26,443 | 
|                                    |                           |                  |     |                              |        |                |       |       
|Net Cash Provided by (Used in) (4): |                           |                  |     |                              |        |                |       |       
|                                    | Operating Activities      |                  | $   | (1,564                       | )      |                | $     | 15,708 |       
|                                    | Investing Activities      |                  |     | (149                         | )      |                |       | (1,686 | )     
|                                    | Financing Activities      |                  |     | (221                         | )      |                |       | (296   | )     
|Depreciation and Amortization       |                           |                  | 25  |                              |        |                | 26    |       
|Capital Expenditures                |                           |                  | 296 |                              |        |                | 1,390 |       
|Earnings to Fixed Charges (5):      |                           |                  |    |                              |        |                | 10.0x |       



---

|(1) |  | Other includes corporate expenses not allocated to the Properties for the
2002 and 2001 Q3 Periods, which includes $1.2 and $2.4 million of
post-petition professional fees and expenses included in reorganization
items for the Cumulative 2002 and 2001 Periods, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | EBITDA is a supplemental financial measurement used by the Company in the
evaluation of its gaming business and by many gaming industry analysts.
EBITDA is calculated by adding depreciation and amortization expense to
income from operations. At any property, EBITDA is calculated after the
allocation of corporate costs. However, EBITDA should only be read in
conjunction with all of the Companys financial data summarized above and
its financial statements prepared in accordance with GAAP appearing
elsewhere herein, and should not be construed as an alternative either to
income from operations (as determined in accordance with GAAP) as an
indication of the Companys operating performance or to cash flows from
operating activities (as determined in accordance with GAAP) as a measure
of liquidity. This presentation of EBITDA may not be comparable to
similarly titled measures reported by other companies.
|   
|   
|   
|   
|(3) |  | Adjustments to EBITDA include (i) exclusion of EBITDA for Nevada Club for
both periods presented; (ii) exclusion of post-petition professional fees
and expenses, net of interest income included as reorganization items of
$2.3 million for the Cumulative 2001 Period and $1.1 million for the
Cumulative 2002 Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|   
|   
|   
|(4) |  | Includes financial results of Nevada Club for both periods presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|   
|   
|   
|(5) |  | For the Ratio of Earnings to Fixed Charges, earnings are defined as
earnings before income taxes, interest on indebtedness, imputed interest
on capital lease obligations and the portion of rent expense deemed to
represent interest. Fixed charges consist of interest on indebtedness,
imputed interest on capital lease obligations and the portion of rent
expense deemed to represent interest. The Fixed Charged Coverage Ratio
was 10.0x for the Cumulative 2001 Period, primarily as a result of the
reduction in depreciation and amortization and interest expense; however,
earnings were insufficient to cover fixed charges by $2.8 million for the
Cumulative 2002 Period.                                                                                                                                                                                                                                                      

Operating Revenues

Total revenues for the Properties were $33.1 million and net operating revenues
were $29.0 million for the Cumulative 2002 Period, representing 82.4% and 81.8%
decreases, respectively,

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over total revenues of $187.4 million and net operating revenues of $159.7
million for the Cumulative 2001 Period. The decreases were due to the sale of
the Fitzgeralds Las Vegas, Fitzgeralds Tunica and Fitzgeralds Black Hawk
properties to Majestic on December 6, 2001. Total net revenue for Fitzgeralds
Reno decreased 3.3% to $28.9 million for the Cumulative 2002 Period from $29.9
million for the Cumulative 2001 Period.

The Companys business can be separated into four operating departments:
casino, food and beverage, rooms and other. Casino revenues for the Properties
represented 72.2% and 78.8% of total revenues for the Properties for the
Cumulative 2002 and 2001 Periods, respectively. Casino revenues for the
Properties (of which approximately 75.5% and 86.8% were derived from slot
machine revenues for the Cumulative 2002 and 2001 Periods, respectively)
decreased 83.8% to $23.9 million for the Cumulative 2002 Period from $147.7
million for the Cumulative 2001 Period. Fitzgeralds Reno casino revenue
decreased 2.5%.

Room revenues for the Properties (12.2% and 8.9% of total revenues for the
Properties for the Cumulative 2002 and 2001 Periods, respectively) decreased
75.8% from the Cumulative 2001 Period. Fitzgeralds Reno room revenues
decreased 6.6% due to a 3.3% decrease in the average daily rate and a decrease
in the average occupancy rate to 86.6% for the Cumulative 2002 Period from
89.6% for the Cumulative 2001 Period.

Food and beverage revenues for the Properties (13.9% and 10.4% of total
revenues for the Properties for the Cumulative 2002 and 2001 Periods,
respectively) decreased approximately $14.9 million or 76.5% for the Cumulative
2002 Period. Food and beverage revenue for Fitzgeralds Reno increased 1.3% to
$4.6 million for the Cumulative 2002 Period from $4.5 million for the
Cumulative 2001 Period.

Other revenues for the Properties decreased 83.7% or $3.0 million for the
Cumulative 2002 Period.

Promotional allowances for the Properties decreased $23.7 million or 85.3% for
the Cumulative 2002 Period primarily as a result of the sale to Majestic.
Promotional allowances for Fitzgeralds Reno increased 1.7% to $4.1 million for
the Cumulative 2002 Period compared to $4.0 million for the Cumulative 2001
Period.

Operating Costs and Expenses

Total operating costs and expenses for the Properties decreased 77.2% to $30.8
million for the Cumulative 2002 Period from $135.3 million for the Cumulative
2001 Period primarily due to the sale of the Fitzgeralds Las Vegas, Fitzgeralds
Tunica and Fitzgeralds Black Hawk properties to Majestic on December 6, 2001.
Total operating expenses for Fitzgeralds Reno decreased 1.2% to $26.7 million
for the Cumulative 2002 Period from $27.0 million for the Cumulative 2001
Period.

Casino expenses for the Properties were $12.1 million for the Cumulative 2002
Period, an 82.0% decrease from $67.3 million for the Cumulative 2001 Period.
Food and beverage expenses for the

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Properties decreased 73.5% to $3.1 million for the Cumulative 2002 Period from
$11.7 million for the Cumulative 2001 Period. Room expenses for the Properties
decreased 85.9% to $1.3 million for the Cumulative 2002 Period from $9.5
million for the Cumulative 2001 Period. Selling, general and administrative
expenses for the Properties decreased 70.2% to $12.8 million for the Cumulative
2002 Period from $42.9 million for the Cumulative 2001 Period. Professional
fees and expenses incurred in conjunction with the ongoing development,
negotiation and implementation of the Companys restructuring were $1.1 million
and $2.3 million for the Cumulative 2002 and 2001 Periods, respectively. Such
expenses also include professional fees and expenses paid by the Company for
the financial and legal advisors to the Committee and the Indenture Trustee,
and administrative expenses paid to the U.S. Trustee in connection with the
Bankruptcy Cases.

Personnel expenses for the Properties decreased 79.5% to approximately $13.0
million for the Cumulative 2002 Period from approximately $63.2 million for the
Cumulative 2001 Period. Such expenses are included in the operating
departmental expense to which they relate on the consolidated statements of
operations. Personnel expenses at Fitzgeralds Reno remained approximately the
same at $12.9 million for both the Cumulative 2002 and 2001 periods.

Marketing expenses for the Properties, which include advertising, promotional
material, special events and the operations of the Fitzgeralds player-tracking
card, decreased $7.6 million or 73.1% for the Cumulative 2002 Period. Such
expenses are included in selling, general and administrative expenses on the
consolidated statements of operations. Marketing expense at Fitzgeralds Reno
remained approximately the same at $2.8 million for the Cumulative 2002 and
2001 periods.

Depreciation and amortization expenses for the Properties remained
approximately the same at $0.026 million for the Cumulative 2002 and 2001
Periods.

Income from Operations

Loss from operations for the Properties was $1.8 million for the Cumulative
2002 Period compared to net income from operation of $24.4 million for the
Cumulative 2001 Period. Income from operations for Fitzgeralds Reno decreased
23.0% to $2.3 million for the Cumulative 2002 Period from $2.9 million for the
Cumulative 2001 Period.

Net Interest Expense

Interest expense for the Properties (net of interest income), decreased 34.5%
to $0.9 million for the Cumulative 2002 Period from $1.4 million for the
Cumulative 2001 Period. Section 506(b) of the Bankruptcy Code permits the
allowance of interest on an allowed secured claim secured by property, the
value of which is greater than the amount of the claim. Inasmuch as the
parties to the Restructuring Agreement have concluded that the fair market
value of the collateral securing the Notes is less than the outstanding
principal of the Notes, concurrently with the filing of the Bankruptcy Cases on
December 5, 2000 the Company ceased accruing interest on the Notes.

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Net Income

Net loss for the Properties was $2.8 million in the Cumulative 2002 Period
compared to a net income of $22.7 million in the Cumulative 2001 Period. The
decrease is primarily due to the sale of Fitzgeralds Las Vegas, Fitzgeralds
Tunica and Fitzgeralds Black Hawk properties to Majestic on December 6, 2001.
Fitzgerald Renos net income decreased to $2.0 million for the Cumulative 2002
Period from $2.6 million for the Cumulative 2001 Period for the reasons
discussed above.

Liquidity and Capital Resources

At September 29, 2002, the Company had unrestricted cash of $23.7 million,
compared to $25.6 million at December 31, 2001. The Companys net cash used in
operating activities was $1.6 million during the Cumulative 2002 Period. Net
cash used in investing activities was $0.1 million for the Cumulative 2002
Period and $1.7 million for the Cumulative 2001 Period. Net cash used in
financing activities was $0.2 million and $0.3 million for the Cumulative 2002
and 2001 Periods, respectively.

The Companys principal sources of capital have historically consisted of cash
from operations and vendor or third party financing of gaming and other
equipment. However, its relatively high degree of leverage had prevented it
from making the level of capital expenditures required to maintain and enhance
the competitive position of its properties. Management and the Board of
Directors did not see any way to resolve this problem without restructuring the
Companys indebtedness. An Event of Default under the Indenture pursuant to
which the Notes were issued occurred on July 15, 1999.

The Restructuring Agreement provides a vehicle for liquidating the assets of
the Company in the Bankruptcy Court through Chapter 11 of the Bankruptcy Code.
Upon execution of the Restructuring Agreement and before commencement of the
Bankruptcy Cases, the Company distributed $13.0 million in Excess Cash (as that
term is defined in the Restructuring Agreement) to the trustee under the
Indenture (the Indenture Trustee) to be applied to unpaid and accrued
Indenture Trustees fees and expenses incurred and as partial payment of
accrued and unpaid interest and principal as provided in the Indenture. On
December 5, 2000, the Company commenced the Bankruptcy Cases in the Bankruptcy
Court. For further information concerning the Bankruptcy Cases and related
matters, see Note 2 to the Unaudited Notes to Condensed Consolidated Financial
Statements.

Pursuant to the Restructuring Agreement and an order entered by the Bankruptcy
Court, the Company was required to distribute unrestricted cash (which includes
cash in net assets held for sale) in excess of $24.8 million to holders of its
Notes within 45 days after the end of each quarter until the closing of the
sale to Majestic. In May, August and November 2001, the Company distributed
$1.8 million, $7.7 million and $7.2 million, respectively, in Excess Cash to
the Indenture Trustee to be applied to accrued and unpaid interest and
principal as provided in the Indenture. The Company and the
Informal Committee subsequently established a new threshold for cash
reserves of $16.5 million, which was tentatively approved by the
Bankruptcy Court on November 1, 2002 and which will become fully
approved upon entry of the Bankruptcy Courts Order approving the
amendment to the Restructuring Agreement. As of the filing date the
Order has not been entered, however at the November 1, 2002 hearing,
the Court stated that upon its entry, the Order would be effective
November 1, 2002.

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As part of the Restructuring Agreement, the Consenting
Noteholders and Indenture Trustee agreed to forbear from exercising certain of
their rights otherwise allowable under the Notes and the Indenture.

By suspending the interest payments on the Notes other than the Post-petition
Distributions and sales proceeds of collateral for the Notes until such time as
the liquidation of the remainder of the Companys assets contemplated by the
Restructuring Agreement has been completed, the Company believes that its
liquidity and capital resources will be sufficient to maintain normal
operations at Fitzgeralds Reno at current levels during the pendency of the
Bankruptcy Cases and does not anticipate any adverse impact on operations,
customers or employees at Fitzgeralds Reno. However, costs incurred and to be
incurred in connection with the Bankruptcy Cases have been and will continue to
be substantial and, in any event, there can be no assurance that the Company
will be able to successfully consummate the Restructuring Agreement or that its
liquidity and capital resources will be sufficient to maintain normal
operations at Fitzgeralds Reno during the pendency of the Bankruptcy Cases.

EBITDA and Adjusted EBITDA

The Companys EBITDA was $(1.8) million for the Cumulative 2002 Period and
$23.8 million for the Cumulative 2001 Period. EBITDA is calculated by adding
depreciation and amortization expenses to income from operations. The
Companys Adjusted EBITDA was $(0.7) million for the Cumulative 2002 Period and
$26.4 million for the 2001 Period. Adjusted EBITDA is determined based on the
adjustments described in Note 3 to Statement of Operations Data. However,
EBITDA should only be read in conjunction with all of the Companys financial
data summarized above and its financial statements prepared in accordance with
GAAP appearing elsewhere herein, and should not be construed as an alternative
either to income from operations (as determined in accordance with GAAP) as an
indication of the Companys operating performance or to cash flows from
operating activities (as determined in accordance with GAAP) as a measure of
liquidity. This presentation of EBITDA may not be comparable to similarly
titled measures reported by other companies.

Ratio of Earnings to Fixed Charges

The ratio of earnings to fixed charges measures the extent by which earnings,
as defined, exceed certain fixed charges. Earnings are defined as earnings
before income taxes, interest on indebtedness, imputed interest on capital
lease obligations and the portion of rent expense deemed to represent interest.
Fixed charges consist of interest on indebtedness, imputed interest on capital
lease obligations and the portion of rent expense deemed to represent interest.
The Fixed Charge Coverage Ratio was 10.0x for the 2001 Period, however
earnings were insufficient to cover fixed charges by $2.8 million for the 2002
Period.

Business Seasonality and Severe Weather

The gaming operations of the Company are seasonal and could be significant. At
Fitzgeralds Reno business levels are typically weaker from Thanksgiving through
the end of the winter and

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typically stronger from mid-June to mid-November. In addition, because of its
proximity to a mountainous region, Reno is subject to severe weather,
particularly during the winter months, that can and often does have an adverse
impact on business.

Recently Issued or Adopted Accounting Standards

In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 141 (SFAS 141), Business
Combinations, which requires the purchase method of accounting for business
combinations initiated after June 30, 2001 and prohibits the use of the
pooling-of-interest method. Adoption of this statement did not have a material
impact on the Companys financial condition or results of operation.

In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 142 (SFAS 142), Goodwill and
Other Intangible Assets, which is effective January 1, 2002. SFAS 142 requires
that goodwill and other intangible assets with indefinite useful lives no
longer be amortized, but instead tested for impairment at least annually. The
Company discontinued recording the amortization of its goodwill included in net
assets held for sale subsequent to filing the Bankruptcy Cases. As of December
6, 2001, the Company wrote-down $13.0 million of its goodwill due to the sale
of Fitzgeralds Black Hawk to Majestic.

Also in June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 143, Accounting for Asset
Retirement Obligations, which is effective for financial statements issued for
fiscal years beginning after June 15, 2002. This statement establishes
accounting standards for recognition and measurement of a liability for an
asset retirement obligation and the associated asset retirement cost. Adoption
of this statement did not have a material impact on the Companys financial
condition or results of operation.

In August 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which is effective for financial
statements issued for fiscal years beginning after December 15, 2001, and the
interim periods within those fiscal years. This statement addresses financial
accounting and reporting for the impairment of long-lived assets and for
long-lived assets to be disposed of, and supersedes Statement of Financial
Accounting Standards No. 121, Accounting for the Impairment of Long-Lived
Assets and For Long-Lived Assets to be Disposed of. Adoption of this statement
did not have a material impact on the Companys financial condition or results
of operation.

In April 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 145 (SFAS 145), Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections.The most significant provisions of this statement relate
to the rescission of Statement No. 4, Reporting Gains and Losses from
Extinguishment of Debtand it also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings, or
describe their applicability under changed conditions. Under this new
statement, any gain or loss on extinguishment of debt that was classified as an
extraordinary item in prior periods that does not

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meet certain defined criteria must be reclassified. The provisions of this
Statement, related to the rescission of Statement 4, should be applied in
fiscal years beginning after May 15, 2002. Generally, SFAS 145 is effective
for the Companys fiscal year 2003. The Company has not elected to adopt the
SFAS early. In addition the Company has not yet determined the impact of SFAS
145 on the Companys financial position or results of operations.

In June 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 146 (SFAS 146), Accounting
for Costs Associated with Exit or Disposal Activities.This statement address
financial accounting and reporting for costs associated with exit or disposal
activities and supercedes EITF No. 94-3 Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring).The statement requires that a
liability for a cost associated with an exit or disposal activity is recognized
when the liability is incurred. A fundamental conclusion reached by the FASB in
SFAS 146 is than an entitys commitment to a plan, by itself, does not create a
present obligation to others that meets the definition of a liability. This
statement also establishes that fair value is the objective for initial
measurement of the liability. The provisions of this statement are effective
for exit or disposal activities that are initiated after December 31, 2002 with
early application encouraged. The Company currently does not expect the
adoption of this standard to have a material impact on the Companys
consolidated financial statements.

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Item 3

Quantitative and Qualitative Disclosures About Market Risk

The fair market value of the Companys fixed debt obligations was $51.9 million
at December 31, 2001. Due to the Companys bankruptcy filing, subsequent sale of a substantial portion of its assets, interim payments
on the aggregate balance of accrued interest and principal on the Notes, as well as delays encountered in selling the
Companys remaining operating casino, the Company believes it is no longer possible to accurately determine the fair market
 value of its fixed debt obligations at September 29, 2002. The
majority of the Companys fixed debt obligations are comprised
of the Companys Notes. See Note 5 of Item 1. Long
Term Debt, and Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations  Liquidity and Capital Resources.




Item 4

Controls and Procedures

Based on the Chief Executive Officer and the Chief Financial Officer (the
Officers), evaluations of the Companys internal controls, disclosure
controls and procedures within 90 days of the filing date of this report, the
Officers have concluded that the effectiveness of such controls and procedures
is satisfactory. Furthermore, there were not any significant changes in the
Companys internal controls or in other factors that could significantly affect
these controls subsequent to the date of their evaluation.

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PART II
OTHER INFORMATION

Item 1. Legal Proceedings.

Reno Transportation Rail Access Corridor (ReTRAC) Project

In October 1998, the Reno City Council approved a special assessment district
to finance a portion of the costs to lower the railroad tracks that run through
downtown Reno, Nevada (the ReTRAC Project). Plans for the ReTRAC Project
provide for the construction of a temporary rail bypass that will be used to
divert rail traffic around the main railroad during construction. The City of
Reno (the City) estimates that a period of more than three years will be
required to complete the ReTRAC Project. The southern boundary of the bypass
will extend out into the middle of Commercial Row, the street where Fitzgeralds
Reno hotel entrance, valet parking area and hotel loading zone are situated.

Based on plans prepared by the City, Fitzgeralds Reno would expect to lose
permanently approximately 3,802 square feet of land and temporarily 22,979
square feet of land through eminent domain, several parking spaces, the current
valet parking area, an outdoor billboard structure advertising available rooms
and a building used to house administrative offices, and may be required to
relocate the hotel entrance currently on Commercial Row. The City has also
indicated that the ReTRAC Project might require the demolition of the
Fitzgeralds Reno Rainbow Skyway if underpinning during construction of the
ReTRAC Project cannot preserve the structure. Implementation of the ReTRAC
Project under these circumstances would cause the Company to suffer significant
and permanent loss in business revenue and income; certain operating
efficiencies from demolished or impaired physical structures; and a portion of
its existing customer base as a result of the construction and operation of the
proposed rail bypass.

On November 30, 1998, the Company filed a lawsuit against the City to challenge
the method by which the special assessment to be levied against the Company was
determined. The City of Reno filed an answer to the Companys lawsuit on
January 19, 1999. Subsequent thereto, George Karadanis and Robert Maloff d/b/a
Sundowner Hotel and Casino (the Sundowner) were permitted by court order to
file a Complaint in Intervention. Notwithstanding that intervention, on
December 22, 1999, the court granted the City of Renos Motion for Summary
Judgment against the Sundowner which motion was joined in by the Company.
After hearing oral arguments and considering the parties briefs, the Court
concluded that there was insufficient evidence before the Reno City Council to
support a finding that the ReTRAC Project confers a special benefit on
Fitzgeralds Reno as is required by statute before a special assessment may be
imposed. The Court remanded the matter to the Reno City Council and directed
the council to conduct a new hearing to consider evidence as to whether
Fitzgeralds Reno would receive a special benefit from the proposed project.

On June 20, 2001, the Reno City Council commenced a public hearing in
compliance with the remand order of the Court. That public hearing was
recessed and continued to November 29, 2001. After resuming the hearing on
November 29, 2001, the Reno City Council again recessed

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and continued the proceedings to January 4, 2002, at which time the hearing was
completed and the matter was submitted for decision of the Reno City Council.
On February 19, 2002, the Reno City Council voted on the matter. By a 4-3
decision, the Reno City Council concluded that the ReTRAC Project would confer
a special benefit on Fitzgeralds Reno. On a 5-2 decision, however, the Reno
City Council determined that the value of the special benefit in light of the
evidence presented was $1.00.

On February 27, 2001, the Reno City Council voted to continue the process of
determining the actual cost of construction of the ReTRAC Project, which the
City has estimated to be recently $282 million. On May 24, 2001, Fitzgeralds
Reno commenced an action, CV-N-01-0329-PMP-RAM, in the United States District
Court for the District of Nevada, against the Federal Highway Administration
(FHWA), the Nevada Department of Transportation (NDOT), and the City
(collectively, the Defendants) for violations of the National Environmental
Policy Act (NEPA), codified at 42 U.S.C. §§ 4321-4327. The claims against
all Defendants allege a violation of 42 U.S.C. § 4332 (Violation of NEPA:
Failure to Consider Reasonable Alternatives & Failure to Consider and Provide
Adequate Mitigation Measures). Specifically, Fitzgeralds Reno asserts the
Defendants failed to consider the Partial Cover and Cut Tunnel Alternative and
the use of the Feather River Route on a temporary basis, and failed to include
a plan for mitigating the adverse environmental impacts, including construction
disruption, loss of operating facilities, noise and vibration impacts, that
will be caused by the ReTRAC Project and incurred by Fitzgeralds Reno and
others.

On or about June 12, 2001, NDOT filed a motion to dismiss the Companys NEPA
complaint based on a claim of sovereign immunity and the Company moved to amend
its complaint to substitute as a defendant the Director of NDOT, Thomas E.
Stephens, for the Defendant NDOT, in lieu of considering NDOTs Eleventh
Amendment immunity claim. This unopposed motion was granted by the Court on
August 17, 2001, and the Company filed its amended complaint on August 23,
2001. Defendant FHWA filed its answer to the Complaint on September 6, 2001
and Defendant Stephens filed his answer on October 3, 2001. The City filed a
motion to dismiss the amended complaint so far as it named the City as
defendant on September 6, 2001. On February 15, 2002, the United States
District Court held a hearing to consider the Citys motion to dismiss. At the
hearing, the Defendant FHWA and the Defendant NDOT joined the Citys motion to
dismiss. The Citys motion to dismiss was fully argued and submitted to the
Court for a ruling. On March 11, 2002, the Court issued an order dismissing
all of the Companys claims against the City. The Court ruled the ReTRAC
Project must comply with NEPA but the specific federal aid statute under which
the City is receiving funding for the ReTRAC Project does not explicitly
require the local government body to consent to suit under NEPA. Accordingly,
the Court found the City was not a proper party in the case. The Court,
however, denied the motions to dismiss by FHWA and NDOT stating the Company is
entitled to proceed on the claims against those agencies for a violation of
NEPA. The Court has approved a procedural schedule that provides for the
parties to submit legal briefs on the remaining NEPA claims against FHWA and
NDOT. This schedule calls for the parties to file opening briefs by December
2, 2002, and answering briefs by January 17, 2003.

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The City completed its construction cost analysis in July 2002. Construction
contracts for the ReTRAC Project were awarded by the City Council on July 16,
2002. Preliminary construction activities have commenced and the Company has
been informed by the City that eminent domain proceedings will be commenced at
some time in the future to acquire from the Company fee title to approximately
3,802 square feet of land and a 4,524 square foot administrative office
building owned and used by the Company, as well as temporary easements for
approximately 22,979 square feet of land to facilitate construction of the
ReTRAC Project.

Other Litigation- The Company is a party to various lawsuits relating to
routine matters incidental to its business. Except as noted below, the Company
does not believe that the outcome of such litigation, individually or in the
aggregate, will have any material adverse effect on its financial condition.

Reliance- From April 1, 1998 through September 30, 1999, the Companys general
liability insurance and workers compensation insurance carrier was Reliance
Insurance Company (Reliance). On May 29, 2001, a Pennsylvania court placed
Reliance under the control of the Pennsylvania Insurance Department for
rehabilitation. Thereafter, on October 3, 2001, the Reliance Insurance Company
was declared insolvent and placed under an order of liquidation by the
Pennsylvania Commonwealth Court at the request of the Pennsylvania Insurance
Department. The Pennsylvania Insurance Department is now referring claims
incurred in Mississippi, Nevada and Colorado from April 1, 1998 through
September 30, 1999 to the Mississippi Insurance Guaranty Association, the
Nevada Insurance Guaranty Association and the Colorado Insurance Guaranty
Association, respectively. Each states Guaranty Insurance Association will
investigate the claims incurred in their jurisdictions to determine if any of
these claims are eligible for any insurance coverage under the respective
Insurance Guaranty Association. The Company has not incurred any material
amounts for liability claims or workers compensation claims that would be
subject to reimbursement by Reliance. However, the statute of limitation has
not expired for filing claims and it is unclear at this time what the insurance
coverage would be from Reliance, if any, in the event that a future claim is
filed that would be large enough to result in an insurance reimbursement from
Reliance or any state Insurance Guaranty Association, or if there is insurance
coverage for an existing claim that is currently under the threshold level for
reimbursement, but increases in the future to an amount eligible for
reimbursement. The reimbursement threshold per claim is $25,000 and $100,000
for liability claims and worker compensation claims, respectively. At the
present time, the Company is unable to determine what effect this action may
have on liability and workers compensation claims which arose during the
coverage period for which Reliance was the Companys insurance carrier or
whether any limitations on coverage would have a material adverse effect on the
Companys financial condition.

Holiday Inn- Upon notification by Majestic of its intent to not enter into a
new franchise agreement with Holiday Inn Franchising, Inc. (Inn), the Company
filed a motion with the Bankruptcy Court on October 26, 2001 to remove its
pre-petition franchise and other agreements with Inns from the list of
agreements to be assumed and assigned to Majestic. On October 26, 2001, the
Bankruptcy Court granted the motion. On or about July 9, 2002, the Bankruptcy
Court entered an order granting the Companys motion for an order authorizing
the rejection of the

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franchise agreement. Inn disagreed with the rejection and subsequently filed
an unsecured claim in Bankruptcy Court based upon the liquidated damage
provision of the franchise agreement for $1.8 million. While the Company is
contesting the allowance of such a claim by the Bankruptcy Court, the Company
cannot predict the Bankruptcy Courts ultimate resolution of such a claim.

Item 2. Changes in Securities and Use of Proceeds.

Not Applicable

Item 3. Defaults Upon Senior Securities.



|(a) |  | As previously reported in its Report on Form 8-K filed July 22, 1999 and
elsewhere in this Form 10-Q, the Company is in default on its $205.0
million Senior Secured Notes.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 4. Submission of Matters to a Vote of Security Holders.

Not Applicable

Item 5. Other Information.

The Company files monthly operating statements with the Bankruptcy Court.
These filings are available for public inspection at the office of the clerk of
the Bankruptcy Court at 300 Booth Street, Reno, Nevada 89509 or on the internet
at www.nvb.uscourts.gov.

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

|     |  |                                                                                                                      
|---- |  | ---------------------------------------------------------------------------------------------------------------------
|    
|99.1 |  | Certification pursuant to 18 U.S.C Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|    
|99.2 |  | Certification pursuant to 18 U.S.C Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated:  November 12, 2002





| | FITZGERALDS GAMING CORPORATION
(DEBTOR-IN-POSSESSION)
| | -----------------------------------------------------





| | /s/  Michael E. McPherson
Michael E. McPherson
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer, Principal
Financial Officer and Principal
Accounting Officer)
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CERTIFICATIONS

I, Philip D. Griffith, certify that:



|1) |  | I have reviewed this quarterly report on Form 10-Q of Fitzgeralds Gaming
Corporation (the Registrant)                                                                                                                                                                                                                      
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2) |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to sate a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report.
|  
|3) |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in the
report.                             
|  
|4) |  | The Registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we
have:                                                                                                     

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##### Table of Contents





| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the Registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                 
|
| | c) |  | presented in this quarterly report, our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                      



|5) |  | The Registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the Registrants auditors and to the audit
committee and the audit committee of Registrants board of directors (or
persons performing the equivalent function):
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrants ability to
record, process, summarize and report financial data and have
identified for the Registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrants
internal controls; and                                                                                                                                        



|6) |  | The Registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated:   November 12, 2002



| | /s/  Philip D. Griffith
Philip D. Griffith
President and Chief Executive Officer
| | --------------------------------------------------------------------------------

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##### Table of Contents



CERTIFICATIONS

I, Michael E. McPherson, certify that:



|1) |  | I have reviewed this quarterly report on Form 10-Q of Fitzgeralds Gaming
Corporation (the Registrant)                                                                                                                                                                                                                      
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2) |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to sate a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report.
|  
|3) |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in the
report.                             
|  
|4) |  | The Registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we
have:                                                                                                     



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the Registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                 
|
| | c) |  | presented in this quarterly report, our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                      



|5) |  | The Registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the Registrants auditors and to the audit
committee and the audit committee of Registrants board of directors (or
persons performing the equivalent function):
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrants ability to
record, process, summarize and report financial data and have
identified for the Registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrants
internal controls; and                                                                                                                                        

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##### Table of Contents





|6) |  | The Registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated: November 12, 2002



| | /s/ Michael E. McPherson
Michael E. McPherson
Executive Vice President and
Chief Financial Officer
| | --------------------------------------------------------------------------------------------------

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