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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 June 29, 2003

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 |  | (IRS Employer Identification Number)
|incorporation or organization)  |  |                                     

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. YES [x] NO [ ]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act. YES [ ] NO [x]

As of June 29, 2003, the aggregate market value of Registrants Common Stock
held by non-affiliates was not determinable. Shares outstanding of each of the
registrants classes of common stock as of August 1, 2003

|                             |  |                                  |           | 
|---------------------------- |  | -------------------------------- | --------- | 
|Class                        |  | Outstanding as of August 1, 2003
|                             |  |                                 
|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
|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                                                                                  
|CERTIFICATIONS                                                                              
|EXHIBIT 32.1                                                                                
|EXHIBIT 32.2                                                                                



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FITZGERALDS GAMING CORPORATION

FORM 10-Q

INDEX

|        |  |                       |  |                                                                                                                                   |  |   
|------- |  | --------------------- |  | --------------------------------------------------------------------------------------------------------------------------------- |  | --
|Part I  |  | Financial Information |  |                                                                                                                                  
|        |  | Item 1                |  | Condensed Consolidated Financial Statements                                                                                       |  |   
|        |  |                       |  | Unaudited Condensed Consolidated Balance Sheets as of June 29, 2003 and December 31, 2002                                         |  | 4 
|        |  |                       |  | Unaudited Condensed Consolidated Statements of Operations for the Quarters and Two Quarters Ended June 29, 2003 and June 30, 2002 |  | 6 
|        |  |                       |  | Unaudited Condensed Consolidated Statements of Cash Flows for the Two Quarters Ended June 29, 2003 and June 30, 2002              |  | 7 
|        |  |                       |  | Unaudited Notes to Condensed Consolidated Financial Statements                                                                    |  | 8 
|        |  | Item 2                |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                             |  | 14
|        |  | Item 3                |  | Quantitative and Qualitative Disclosures About Market Risk                                                                        |  | 24
|        |  | Item 4                |  | Controls and Procedures                                                                                                           |  | 24
|Part II |  | Other Information     |  | 25                                                                                                                               
|        |  | Signatures            |  | 30                                                                                                                               





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PART I

FINANCIAL INFORMATION




Item 1
Condensed Consolidated Financial Statements





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FITZGERALDS GAMING CORPORATION (Debtor-In-Possession)
Unaudited Condensed Consolidated Balance Sheets
June 29, 2003 and December 31, 2002

|                            |                                                                                                                                            |              |                      |            |         |            |            |            |         |            | 
|--------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------ | ------------ | -------------------- | ---------- | ------- | ---------- | ---------- | ---------- | ------- | ---------- | 
|ASSETS                      |                                                                                                                                            | 2003         |                      | 2002      
|                            |                                                                                                                                            |              |                      |           
|CURRENT ASSETS:             |                                                                                                                                            |              |                      |            |         |            |            |           
|                            | Cash and cash equivalents                                                                                                                  |              | $                    | 13,004,395 |         |            | $          | 14,525,248 |        
|                            | Accounts receivable, net of allowance for doubtful
accounts of $28,887 and $24,412 as of June 29, 2003
and December 31, 2002, respectively |              |                      | 493,205    |         |            |            | 357,196    |        
|                            | Inventories                                                                                                                                |              |                      | 339,428    |         |            |            | 464,550    |        
|                            | Prepaid expenses:                                                                                                                          |              |                      |            |         |            |            |            |        
|                            |                                                                                                                                            | Gaming taxes |                      |            | 801,112 |            |            |            | 697,191 |           
|                            |                                                                                                                                            | Other        |                      |            | 383,156 |            |            |            | 756,614 |           
|                            |                                                                                                                                            |              | Total current assets |            |         | 15,021,296 |            |            |         | 16,800,799 | 
|                            |                                                                                                                                            |              |                      |            |         |            |            |           
|PROPERTY AND EQUIPMENT, net |                                                                                                                                            |              | 61,389               |            |         |            | 70,139     |           
|                            |                                                                                                                                            |              |                      |            |         |            |            |           
|OTHER ASSETS:               |                                                                                                                                            |              |                      |            |         |            |            |           
|                            | Net assets held for sale                                                                                                                   |              |                      | 12,490,263 |         |            |            | 12,490,263 |        
|                            | Restricted cash                                                                                                                            |              |                      | 4,423,595  |         |            |            | 4,399,464  |        
|                            | Other assets                                                                                                                               |              |                      | 1,943,100  |         |            |            | 1,705,445  |        
|                            |                                                                                                                                            |              |                      |            |         |            |            |           
|                            |                                                                                                                                            |              | Total other assets   |            |         | 18,856,958 |            |            |         | 18,595,172 | 
|                            |                                                                                                                                            |              |                      |            |         |            |            |           
|TOTAL                       |                                                                                                                                            | $            | 33,939,643           |            |         | $          | 35,466,110 |           
|                            |                                                                                                                                            |              |                      |            |         |            |            |           

(continued)

|                                                                   |  |             
|------------------------------------------------------------------ |  | ------------
|See Notes to Unaudited Condensed Consolidated Financial Statements |  | Page 4 of 33





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FITZGERALDS GAMING CORPORATION (Debtor-In-Possession)
Unaudited Condensed Consolidated Balance Sheets (continued)
June 29, 2003 and December 31, 2002

|                                                           |                                                                                                                                                                                                                                                                                                                          |                              |                                             |              |           |              |            |              |           |              |  
|---------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------- | ------------------------------------------- | ------------ | --------- | ------------ | ---------- | ------------ | --------- | ------------ | -
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY                   |                                                                                                                                                                                                                                                                                                                          | 2003                         |                                             | 2002        
|                                                           |                                                                                                                                                                                                                                                                                                                          |                              |                                             |             
|LIABILITIES NOT SUBJECT TO COMPROMISE
CURRENT LIABILITIES: |                                                                                                                                                                                                                                                                                                                          |                              |                                             |              |           |              |            |             
|                                                           | Current portion of long-term debt                                                                                                                                                                                                                                                                                        |                              | $                                           | 127,962      |           |              | $          | 121,946      |          
|                                                           | Accounts payable                                                                                                                                                                                                                                                                                                         |                              |                                             | 1,540,901    |           |              |            | 1,220,203    |          
|                                                           | Accrued and other:                                                                                                                                                                                                                                                                                                       |                              |                                             |              |           |              |            |              |          
|                                                           |                                                                                                                                                                                                                                                                                                                          | Payroll and related          |                                             |              | 1,384,851 |              |            |              | 1,334,562 |             
|                                                           |                                                                                                                                                                                                                                                                                                                          | Progressive jackpots         |                                             |              | 78,592    |              |            |              | 72,138    |             
|                                                           |                                                                                                                                                                                                                                                                                                                          | Outstanding chips and tokens |                                             |              | 136,969   |              |            |              | 72,421    |             
|                                                           |                                                                                                                                                                                                                                                                                                                          | Other                        |                                             |              | 577,799   |              |            |              | 689,619   |             
|                                                           |                                                                                                                                                                                                                                                                                                                          |                              |                                             |              |           |              |            |             
|                                                           |                                                                                                                                                                                                                                                                                                                          |                              | Total current liabilities                   |              |           | 3,847,074    |            |              |           | 3,510,889    |  
|LONG-TERM DEBT, net of current portion                     |                                                                                                                                                                                                                                                                                                                          |                              | 2,108,119                                   |              |           |              | 2,173,642  |             
|                                                           |                                                                                                                                                                                                                                                                                                                          |                              |                                             |              |           |              |            |             
|                                                           |                                                                                                                                                                                                                                                                                                                          |                              | Total liabilities not subject to compromise |              |           | 5,955,193    |            |              |           | 5,684,531    |  
|LIABILITIES SUBJECT TO COMPROMISE                          |                                                                                                                                                                                                                                                                                                                          |                              | 92,660,331                                  |              |           |              | 91,989,338 |             
|                                                           |                                                                                                                                                                                                                                                                                                                          |                              |                                             |              |           |              |            |             
|                                                           |                                                                                                                                                                                                                                                                                                                          |                              | Total liabilities                           |              |           | 98,615,524   |            |              |           | 97,673,869   |  
|                                                           |                                                                                                                                                                                                                                                                                                                          |                              |                                             |              |           |              |            |             
|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 $40,651,175 and
$36,345,989 recorded at liquidation preference, net of
unamortized offering costs and discount of $3,271,608
and $3,793,419, respectively |                              |                                             | 57,379,567   |           |              |            | 52,552,570   |          
|                                                           |                                                                                                                                                                                                                                                                                                                          |                              |                                             |              |           |              |            |             
|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                                                                                                                                                                                                                                                                                                      |                              |                                             | (145,786,043 | )         |              |            | (138,490,920 | )        
|                                                           |                                                                                                                                                                                                                                                                                                                          |                              |                                             |              |           |              |            |             
|                                                           |                                                                                                                                                                                                                                                                                                                          |                              | Total stockholders deficiency              |              |           | (122,055,452 | )          |              |           | (114,760,329 | )
|                                                           |                                                                                                                                                                                                                                                                                                                          |                              |                                             |              |           |              |            |             
|TOTAL                                                      |                                                                                                                                                                                                                                                                                                                          | $                            | 33,939,639                                  |              |           | $            | 35,466,110 |             
|                                                           |                                                                                                                                                                                                                                                                                                                          |                              |                                             |              |           |              |            |             

|                                                                   |  |             
|------------------------------------------------------------------ |  | ------------
|See Notes to Unaudited Condensed Consolidated Financial Statements |  | Page 5 of 33





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FITZGERALDS GAMING CORPORATION (Debtor-In-Possession)
Unaudited Condensed Consolidated Statements of Operations
For the Quarters and Two Quarters Ended June 29, 2003 and June 30, 2002

|                                                    |                                            |                                                                                                                                                                                                      |            |                |            |                    |            |           |            |      |            |            |            |   |            |            |            |  
|--------------------------------------------------- | ------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------- | -------------- | ---------- | ------------------ | ---------- | --------- | ---------- | ---- | ---------- | ---------- | ---------- | - | ---------- | ---------- | ---------- | -
|                                                    |                                            |                                                                                                                                                                                                      |            | Quarters Ended |            | Two Quarters Ended
|                                                    |                                            |                                                                                                                                                                                                      |            |                |            |                   
|                                                    |                                            |                                                                                                                                                                                                      |            | 2003           |            | 2002               |            | 2003      |            | 2002
|                                                    |                                            |                                                                                                                                                                                                      |            |                |            |                    |            |           |            |     
|OPERATING REVENUES:                                 |                                            |                                                                                                                                                                                                      |            |                |            |                    |            |           |            |      |            |            |            |   |            |           
|                                                    | Casino                                     |                                                                                                                                                                                                      | $          | 8,425,223      |            |                    | $          | 8,228,332 |            |      | $          | 14,973,973 |            |   | $          | 15,143,509 |           
|                                                    | Food and beverage                          |                                                                                                                                                                                                      |            | 1,564,211      |            |                    |            | 1,511,516 |            |      |            | 2,925,438  |            |   |            | 2,841,723  |           
|                                                    | Rooms                                      |                                                                                                                                                                                                      |            | 1,359,433      |            |                    |            | 1,350,642 |            |      |            | 2,353,718  |            |   |            | 2,367,476  |           
|                                                    | Other                                      |                                                                                                                                                                                                      |            | 182,390        |            |                    |            | 190,705   |            |      |            | 331,272    |            |   |            | 397,058    |           
|                                                    |                                            |                                                                                                                                                                                                      |            |                |            |                    |            |           |            |      |            |            |            |   |            |           
|                                                    |                                            | Total                                                                                                                                                                                                |            |                | 11,531,257 |                    |            |           | 11,281,195 |      |            |            | 20,584,401 |   |            |            | 20,749,766 |  
|                                                    | Less promotional allowances                |                                                                                                                                                                                                      |            | 1,539,073      |            |                    |            | 1,517,445 |            |      |            | 2,804,962  |            |   |            | 2,711,844  |           
|                                                    |                                            |                                                                                                                                                                                                      |            |                |            |                    |            |           |            |      |            |            |            |   |            |           
|                                                    |                                            | Net                                                                                                                                                                                                  |            |                | 9,992,184  |                    |            |           | 9,763,750  |      |            |            | 17,779,439 |   |            |            | 18,037,922 |  
|                                                    |                                            |                                                                                                                                                                                                      |            |                |            |                    |            |           |            |      |            |            |            |   |            |           
|OPERATING COSTS AND EXPENSES:                       |                                            |                                                                                                                                                                                                      |            |                |            |                    |            |           |            |      |            |            |            |   |            |           
|                                                    | Casino                                     |                                                                                                                                                                                                      |            | 4,288,882      |            |                    |            | 3,954,050 |            |      |            | 7,947,716  |            |   |            | 7,752,593  |           
|                                                    | Food and beverage                          |                                                                                                                                                                                                      |            | 1,048,471      |            |                    |            | 1,077,057 |            |      |            | 1,947,699  |            |   |            | 1,971,797  |           
|                                                    | Rooms                                      |                                                                                                                                                                                                      |            | 454,700        |            |                    |            | 423,636   |            |      |            | 817,025    |            |   |            | 848,856    |           
|                                                    | Other operating expense                    |                                                                                                                                                                                                      |            | 94,702         |            |                    |            | 85,747    |            |      |            | 179,195    |            |   |            | 172,975    |           
|                                                    | Selling, general and administrative        |                                                                                                                                                                                                      |            | 4,076,968      |            |                    |            | 4,246,382 |            |      |            | 7,923,169  |            |   |            | 8,580,701  |           
|                                                    | Depreciation and amortization              |                                                                                                                                                                                                      |            | 4,340          |            |                    |            | 9,150     |            |      |            | 8,750      |            |   |            | 17,615     |           
|                                                    | Reorganization items                       |                                                                                                                                                                                                      |            | 142,973        |            |                    |            | 365,486   |            |      |            | 900,960    |            |   |            | 1,060,598  |           
|                                                    |                                            |                                                                                                                                                                                                      |            |                |            |                    |            |           |            |      |            |            |            |   |            |           
|                                                    |                                            | Total                                                                                                                                                                                                |            |                | 10,111,036 |                    |            |           | 10,161,508 |      |            |            | 19,724,514 |   |            |            | 20,405,135 |  
|                                                    |                                            |                                                                                                                                                                                                      |            |                |            |                    |            |           |            |      |            |            |            |   |            |           
|LOSS FROM OPERATIONS                                |                                            |                                                                                                                                                                                                      | (118,852   | )              |            |                    | (397,758   | )         |            |      | (1,945,075 | )          |            |   | (2,367,213 | )         
|OTHER INCOME (EXPENSE):                             |                                            |                                                                                                                                                                                                      |            |                |            |                    |            |           |            |      |            |            |            |   |            |           
|                                                    | Interest income                            |                                                                                                                                                                                                      |            | 14,156         |            |                    |            | 24,185    |            |      |            | 18,071     |            |   |            | 42,884     |           
|                                                    | Interest expense (contractual interest for |                                                                                                                                                                                                      |            | (269,913       | )          |                    |            | (322,781  | )          |      |            | (541,122   | )          |   |            | (652,418   | )         
|                                                    |                                            | the quarter and two quarters ended
June 29, 2003 was $5,636,036 and
$11,272,072, respectively and for the
quarter and two quarters ended
June 30, 2002 was $4,993,057 and
$10,820,373, respectively) |            |                |            |                    |            |           |            |      |            |            |            |   |            |            |            |  
|                                                    |                                            | Other expense                                                                                                                                                                                        |            |                |           |                    |            |           | (13,345    | )    |            |            |           |   |            |            | (13,952    | )
|                                                    |                                            |                                                                                                                                                                                                      |            |                |            |                    |            |           |            |      |            |            |            |   |            |           
|NET LOSS                                            |                                            |                                                                                                                                                                                                      | (374,609   | )              |            |                    | (709,699   | )         |            |      | (2,468,126 | )          |            |   | (2,990,699 | )         
|PREFERRED STOCK DIVIDENDS AND
ACCRETION OF DISCOUNT |                                            |                                                                                                                                                                                                      | (2,457,915 | )              |            |                    | (2,121,362 | )         |            |      | (4,826,997 | )          |            |   | (4,166,048 | )         
|                                                    |                                            |                                                                                                                                                                                                      |            |                |            |                    |            |           |            |      |            |            |            |   |            |           
|NET LOSS APPLICABLE TO COMMON
STOCKHOLDERS          |                                            | $                                                                                                                                                                                                    | (2,832,524 | )              |            | $                  | (2,831,061 | )         |            | $    | (7,295,123 | )          |            | $ | (7,156,747 | )         
|                                                    |                                            |                                                                                                                                                                                                      |            |                |            |                    |            |           |            |      |            |            |            |   |            |           
|LOSS PER COMMON SHARE -
BASIC AND DILUTED           |                                            | $                                                                                                                                                                                                    | (0.51      | )              |            | $                  | (0.51      | )         |            | $    | (1.32      | )          |            | $ | (1.30      | )         
|                                                    |                                            |                                                                                                                                                                                                      |            |                |            |                    |            |           |            |      |            |            |            |   |            |           
|WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING          |                                            |                                                                                                                                                                                                      | 5,508,082  |                |            |                    | 5,508,082  |           |            |      | 5,508,082  |            |            |   | 5,508,082  |           
|                                                    |                                            |                                                                                                                                                                                                      |            |                |            |                    |            |           |            |      |            |            |            |   |            |           

|                                                                   |  |             
|------------------------------------------------------------------ |  | ------------
|See Notes to Unaudited Condensed Consolidated Financial Statements |  | Page 6 of 33





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FITZGERALDS GAMING CORPORATION (Debtor-In-Possession)
Unaudited Condensed Consolidated Statements of Cash Flows
For the Two Quarters Ended June 29, 2003 and June 30, 2002

|                                                         |                                       |   |            |         |      |   |            |          |  
|-------------------------------------------------------- | ------------------------------------- | - | ---------- | ------- | ---- | - | ---------- | -------- | -
|                                                         |                                       |   | 2003       |         | 2002
|                                                         |                                       |   |            |         |     
|NET CASH USED IN OPERATING ACTIVITIES                    |                                       | $ | (1,461,346 | )       |      | $ | (2,280,871 | )       
|                                                         |                                       |   |            |         |      |   |            |         
|CASH FLOWS FROM INVESTING ACTIVITIES:                    |                                       |   |            |         |      |   |            |         
|                                                         | Acquisition of property and equipment |   |            |        |      |   |            | (75,320  | )
|                                                         |                                       |   |            |         |      |   |            |         
|CASH FLOWS FROM FINANCING ACTIVITIES:                    |                                       |   |            |         |      |   |            |         
|                                                         | Repayment of long-term debt           |   |            | (59,507 | )    |   |            | (144,029 | )
|                                                         |                                       |   |            |         |      |   |            |         
|NET DECREASE IN CASH AND CASH EQUIVALENTS                |                                       |   | (1,520,853 | )       |      |   | (2,500,220 | )       
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD           |                                       |   | 14,525,248 |         |      |   | 25,609,012 |         
|                                                         |                                       |   |            |         |      |   |            |         
|CASH AND CASH EQUIVALENTS, END OF PERIOD                 |                                       | $ | 13,004,395 |         |      | $ | 23,108,792 |         
|                                                         |                                       |   |            |         |      |   |            |         
|CASH PAID FOR INTEREST                                   |                                       | $ | 113,739    |         |      | $ | 118,596    |         
|                                                         |                                       |   |            |         |      |   |            |         
|SUMMARY OF NON-CASH INVESTING AND FINANCING ACTIVITIES:  |                                       |   |            |         |      |   |            |         
|Property and equipment acquired through issuance of debt |                                       | $ |           |         |      | $ | 147,269    |         
|Accretion of discount on preferred stock                 |                                       |   | 521,811    |         |      |   | 450,358    |         
|Accrual of preferred stock dividends                     |                                       |   | 4,305,186  |         |      |   | 3,715,690  |         

|                                                                   |  |             
|------------------------------------------------------------------ |  | ------------
|See Notes to Unaudited Condensed Consolidated Financial Statements |  | Page 7 of 33





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Fitzgeralds Gaming Corporation (Debtor-In-Possession)

Notes to Unaudited Condensed Consolidated Financial Statements



|1. |  | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The accompanying condensed consolidated financial statements of Fitzgeralds
Gaming Corporation (the Company) (Debtor-In-Possession) as of June 29,
2003 and for the quarters ended June 29, 2003 and June 30, 2002 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 accounting principles generally
accepted in the United States of America 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, 2002.
The results of operations for the two quarters ended June 29, 2003 are not
necessarily indicative of the results to be expected for the year ending
December 31, 2003.                                                                                                                                                                                                                                                                          
|  
|   |  | 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 2002 condensed consolidated financial statements have
been reclassified to conform to the 2003 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). The Restructuring Agreement contemplates an
expeditious and orderly sale of all of the Companys operating assets and
properties as going concerns. Substantially all of the Notes

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| |  | held by the Consenting Noteholders are now held by Contrarian Capital
Advisors L.L.C (Contrarian), one of the Consenting Noteholders, and its
affiliates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | The Restructuring Agreement provided 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. In December 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 Holdings, LLC (Majestic). At that time, approximately $133.3
million was distributed to the Indenture Trustee from the proceeds of the
sale. The Company and the Informal Committee subsequently established a new
threshold for cash reserves of $16.5 million, which was approved by the
Bankruptcy Court on November 27, 2002 and effective November 1, 2002.
Pursuant to that order, the Company distributed $6.2 million to the
Indenture Trustee to be applied to accrued and unpaid interest and
principal. 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.
|
| |  | 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.
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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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| |  | Restructuring Agreement, which was approved by the Bankruptcy Court on
November 27, 2002 and effective November 1, 2002, (the Amended and Restated
Restructuring Agreement). The Amended and Restated Restructuring Agreement
provided for the Company to attempt to conduct the auction sale of the one
remaining operating property, Fitzgeralds Reno as soon as possible.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Under the terms of the Amended and Restated 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, were required to 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, were to have been 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 Amended and Restated
Restructuring Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | On December 2, 2002, the Bankruptcy Court issued an Order approving the
adequacy of the disclosures in the Companys Disclosure Statement and
setting deadlines for balloting and opposing confirmation of the Companys
Plan of Reorganization (the Initial Plan). The confirmation hearing on the
Initial Plan was set for March 6, 2003 but was continued to April 21, 2003.
A significant number of Consenting Noteholders, including several Consenting
Noteholders managed by Contrarian, voted to reject the Initial Plan. The
Company believes that these votes were in violation of the obligations of
the Consenting Noteholders to vote in favor of the Initial Plan and declared
the Consenting Noteholders in breach of the Amended and Restated
Restructuring Agreement and filed with the Bankruptcy Court a motion seeking
to disallow the votes. The motion to disallow the votes was set for hearing
before the Bankruptcy Court on March 6, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | Prior to the hearing on March 6, 2003, the Company and Contrarian agreed to
Amendment No. 1 to the Amended and Restated Restructuring Agreement (the
Current Restructuring Agreement) to provide, among other matters, (i) that
Fitzgeralds Reno would not be sold, but would be retained by the Company;
(ii) for an amendment to the Initial Plan (in the form of a Second Amended
Plan of Reorganization (the New Plan)) to permit the conversion of the
indebtedness due the holders of the Notes into 100% of the equity of the successor to
the Company and (iii) payment of all allowed unsecured claims of less than
$25,000 in full and a 20% payment for all allowed unsecured claims in excess
of $25,000. Under the New Plan holders of notes may elect to receive
a cash distribution of 3% of the principal amount of their notes in
lieu of converting their indebtedness into equity of the successor to
the company. The Current Restructuring Agreement, the New Plan and the
amended Supplemental Disclosure Statement to accompany Debtors Amended Plan
of Reorganization (the Disclosure Statement) were filed with the
Bankruptcy Court on March 20, 2003. At a Bankruptcy Court hearing on April
21, 2003, the Bankruptcy Court confirmed the New Plan. The Bankruptcy Court
issued an Order on May 5, 2003 confirming the New Plan, which is to become
effective no later than 120 days from May 5, 2003. The Noteholders are
seeking a District Court appointed supervisor to operate Fitzgeralds Reno
pending the Noteholders obtaining a gaming license to

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| |  | operate the property. The effective date of the New Plan is anticipated to
be the week commencing August 25, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | 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 Current Restructuring Agreement, the
New Plan and the Disclosure Statement, please refer to our Current Report on
Form 8-K dated April 8, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | Reorganization Items                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | For the quarter and the two quarters ended June 29, 2003 and June 30, 2002,
the Company incurred the following expenses subsequent to the filing of the
Bankruptcy Cases:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

|                      |                                                                               |   |               |         |                    |   |         |          |      |   |         |         |   |   |           |          |  
|--------------------- | ----------------------------------------------------------------------------- | - | ------------- | ------- | ------------------ | - | ------- | -------- | ---- | - | ------- | ------- | - | - | --------- | -------- | -
|                      |                                                                               |   | Quarter Ended |         | Two Quarters Ended
|                      |                                                                               |   |               |         |                   
|                      |                                                                               |   | 2003          |         | 2002               |   | 2003    |          | 2002
|                      |                                                                               |   |               |         |                    |   |         |          |     
|Reorganization items: |                                                                               |   |               |         |                    |   |         |          |      |   |         |         |   |   |           |         
|                      | Post-petition professional fees                                               |   | $             | 170,632 |                    |   | $       | 435,849  |      |   | $       | 634,580 |   |   | $         | 873,099  |  
|                      | U. S. trustee fees                                                            |   |               | 22,500  |                    |   |         | 52,667   |      |   |         | 32,500  |   |   |           | 83,917   |  
|                      | Loss on sale of assets                                                        |   |               |        |                    |   |         |         |      |   |         |        |   |   |           | 290,703  |  
|                      | Other                                                                         |   |               |        |                    |   |         |         |      |   |         | 313,926 |   |   |           |         |  
|                      | Interest earned on accumulated
cash resulting from the
bankruptcy proceedings |   |               | (50,159 | )                  |   |         | (123,030 | )    |   |         | (80,046 | ) |   |           | (187,121 | )
|                      |                                                                               |   |               |         |                    |   |         |          |      |   |         |         |   |   |           |          |  
|                      |                                                                               | $ | 142,973       |         |                    | $ | 365,486 |          |      | $ | 900,960 |         |   | $ | 1,060,598 |         
|                      |                                                                               |   |               |         |                    |   |         |          |      |   |         |         |   |   |           |          |  



| |  | Liabilities Subject to Compromise                                                                   
| |  | ----------------------------------------------------------------------------------------------------
|
| |  | At June 29, 2003 and December 31, 2002 liabilities subject to compromise
consisted of the following:

|                                   |                                  |   |            |            |      |   |            |            |  
|---------------------------------- | -------------------------------- | - | ---------- | ---------- | ---- | - | ---------- | ---------- | -
|                                   |                                  |   | 2003       |            | 2002
|                                   |                                  |   |            |            |     
|Liabilities subject to compromise: |                                  |   |            |            |      |   |            |           
|                                   | Notes                            |   | $          | 93,505,934 |      |   | $          | 93,505,934 |  
|                                   | Discount on the Notes            |   |            | (212,984   | )    |   |            | (288,154   | )
|                                   | Debt offering costs on the Notes |   |            | (997,935   | )    |   |            | (1,350,147 | )
|                                   | Unsecured creditors              |   |            | 365,316    |      |   |            | 121,705    |  
|                                   |                                  |   |            |            |      |   |            |           
|                                   |                                  | $ | 92,660,331 |            |      | $ | 91,989,338 |           
|                                   |                                  |   |            |            |      |   |            |           

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|3. |  | Recently Issued Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | 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. Adoption of this statement did not have a material impact
on the Companys financial condition or results of operation.                                                                                                                        
|  
|   |  | 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 that 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. Adoption of this statement did not have a material impact on
the Companys financial condition or results of operation.
|  
|   |  | In November 2002, the Financial Accounting Standards Board (FASB) issued
FASB Interpretation No 45 (FIN 45), Guarantors Accounting and Disclosure
Requirements for Guarantees, including indirect Guarantees of Indebtedness
of Others.FIN 45 expands the information disclosures required by
guarantors for obligations under certain types of guarantees. It also
requires initial recognition at fair value of a liability for such
guarantees. The initial recognition and initial measurement provisions of
this Interpretation are applicable on a prospective basis to guarantees
issued or modified after December 31, 2002, irrespective of the guarantors
fiscal year-end. The disclosure requirements in this Interpretation are
effective for financial statements of interim or annual periods ending after
December 15, 2002. Adoption of this statement did not have a material
impact on the Companys financial condition or results of operation.                                                                                                                                                                                                                                                                                            

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|4. |  | NET ASSETS HELD FOR SALE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | As of June 29, 2003 and December 31, 2002 assets included in net assets held
for sale of $12.5 million consisted mainly of property and equipment
transferable upon the sale of Fitzgerald 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. On
December 6, 2001, approximately $133.3 million was distributed to the
Indenture Trustee from the proceeds of the sale to Majestic. The Company and
the Informal Committee subsequently established a new threshold for cash
reserves of $16.5 million, which was approved by the Bankruptcy Court on
November 27, 2002 and effective November 1, 2002. Upon obtaining approval
from the Bankruptcy Court for the new threshold of $16.5 million, the
Company distributed $6.2 million to the Indenture Trustee to be applied to
accrued and unpaid interest and principal.
|  
|   |  | The Company and Contrarian agreed to the Current Restructuring Agreement to
provide, among other matters, (i) that Fitzgeralds Reno would not be sold,
but would be retained by the Company; (ii) for an amendment to the Initial
Plan (in the form of a Second Amended Plan of Reorganization (the New
Plan)) to permit the conversion of the indebtedness due the holders of the
Notes into 100% of the equity of the successor to the Company and (iii) payment of all
allowed unsecured claims of less than $25,000 in full and a 20% payment for
all allowed unsecured claims in excess of $25,000. Under the New Plan
holders of notes may elect to receive a cash distribution of 3% of
the principal amount of their notes in lieu of converting their
indebtedness into equity of the successor to the company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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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, consummation of the
Restructuring Agreement and the Purchase Agreement, the uncertainties 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, 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

Fitzgeralds Gaming Corporation (the Company) is a gaming holding company that
until December 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). In December 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 operating property  Fitzgeralds Reno.

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 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

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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 2003 Q2 Period is defined as the
quarter ended June 29, 2003 and the 2002 Q2 Period is defined as the quarter
ended June 30, 2002. The Cumulative 2003 Period is defined as the two
quarters ended June 29, 2003 and the Cumulative 2002 Period is defined as the
two quarters ended June 30, 2002. Fitzgeralds Gaming Corporation, Fitzgeralds
Reno and the residual assets and liabilities of the operations sold to
Majestic, are collectively referred to as (the Properties). Operating
results for the Cumulative 2003 and 2002 Periods reflect the ongoing operating
results of the Properties. In the Cumulative 2003 and 2002 Periods the Company
did not allocate any corporate expense to Fitzgeralds Reno, however Fitzgeralds
Reno incurred $0.2 million of net expense for services previously provided by
the Company. Such expenses are included in selling, general and administrative
expenses at Fitzgeralds Reno. Corporate expense is included in the selling,
general and administrative expenses of the Properties and is reflected in other
operations below. See Note 1 of Statement of Operations Data.

Quarter Ended June 29, 2003 Comparison to Quarter Ended June 30, 2002

The table below sets forth, Net Operating Revenues and Income (loss) from
Operations for the 2003 Q2 Period and the 2002 Q2 Period.

|                               |                        |                  |   |                        |       |   |   |        |       |  
|------------------------------ | ---------------------- | ---------------- | - | ---------------------- | ----- | - | - | ------ | ----- | -
|                               |                        |                  |   | For the Quarters Ended
|                               |                        |                  |   |                       
|Statement of Operations Data   |                        | 2003             |   | 2002                  
|                               |                        |                  |   |                       
|                               |                        |                  |   | (in thousands)        
|Net Operating Revenues:        |                        |                  |   |                        |       |   |   |       
|                               | Fitzgeralds Reno       |                  | $ | 9,972                  |       |   | $ | 9,749  |      
|                               | Other                  |                  |   | 20                     |       |   |   | 15     |      
|                               |                        |                  |   |                        |       |   |   |       
|                               |                        | Total            |   | $                      | 9,992 |   |   | $      | 9,764 |  
|                               |                        |                  |   |                        |       |   |   |       
|Income (Loss) from Operations: |                        |                  |   |                        |       |   |   |       
|                               | Fitzgeralds Las Vegas  |                  | $ | (73                    | )     |   | $ | (86    | )    
|                               | Fitzgeralds Tunica     |                  |   | (155                   | )     |   |   | (131   | )    
|                               | Fitzgeralds Reno       |                  |   | 811                    |       |   |   | 904    |      
|                               | Fitzgeralds Black Hawk |                  |   | (11                    | )     |   |   | (15    | )    
|                               | Other (1)              |                  |   | (691                   | )     |   |   | (1,067 | )    
|                               |                        |                  |   |                        |       |   |   |       
|                               |                        | Total Properties |   |                        | (119  | ) |   |        | (395  | )
|                               | Nevada Club            |                  |   |                       |       |   |   | (3     | )    
|                               |                        |                  |   |                        |       |   |   |       
|                               |                        | Total            |   | $                      | (119  | ) |   | $      | (398  | )
|                               |                        |                  |   |                        |       |   |   |       



---

|(1) |  | Both the 2003 and 2002 Q2 Periods include corporate expenses and
post-petition professional fees and expenses, net of interest income
included in reorganization items.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Operating Revenues

Total revenues for the Properties (Fitzgeralds Reno represents over 99.0% of
total revenues and net operating revenues) were $11.5 million and net operating
revenues were $10.0 million for the 2003 Q2 Period, representing an increase of
2.2% and 2.3%, respectively, over total revenues of $11.3 million and net
operating revenues of $9.8 million for the 2002 Q2 Period.

The Companys business can be separated into four operating departments:
casino, food and beverage, rooms and other. Casino revenues for Fitzgeralds
Reno represented 73.1% and 72.9% of total revenues for the Operating Properties
for the 2003 and 2002 Q2 Periods, respectively. Casino revenues for
Fitzgeralds Reno (of which approximately 78.7% and 76.5% were derived from slot
machine revenues for the 2003 and 2002 Q2 Periods, respectively) increased 2.4%
to $8.4 million for the 2003 Q2 Period from $8.2 million for the 2002 Q2
Period.

Room revenues for Fitzgeralds Reno (11.8% and 12.0% of total revenues for the
operating Properties for the 2003 and 2002 Q2 Periods, respectively) increased
0.7% for the 2003 Q2 Period. Fitzgeralds Reno room revenues increased due to
an increase in the average daily rate of 3.3%. The average occupancy rate
remained the same at 87.6% for the 2003 and 2002 Q2 Periods.

Food and beverage revenues for Fitzgeralds Reno (13.6% and 13.4% of total
revenues for the Operating Properties for the 2003 and 2002 Q2 Periods,
respectively) increased 3.5% to $1.6 million for the 2003 Q2 Period from $1.5
million for the 2002 Q2 Period.

Promotional allowances for Fitzgeralds Reno remained approximately the same at
$1.5 million for both the 2003 and 2002 Q2 Periods.

Operating Costs and Expenses

Total operating costs and expenses for the Properties decreased 0.5% to $10.1
million for the 2003 Q2 Period from $10.2 million for the 2002 Q2 Period
primarily as a result of a 34.3% decrease in corporate administrative expenses
to $0.7 million for the 2003 Q2 Period from $1.1 million for the 2002 Q2
Period. Total operating expenses for Fitzgeralds Reno increased 3.6% to $9.2
million for the 2003 Q2 Period from $8.8 million for the 2002 Q2 Period.

Casino expenses for the Properties were $4.3 million for the 2003 Q2 Period, a
8.5% increase from $4.0 million for the 2002 Q2 Period due primarily to
increases in payroll and benefit costs, as well as increased costs associated
with operating non-owned slot devices. Food and beverage expenses for the
Properties decreased 2.7% to $1.0 million for the 2003 Q2 Period from $1.1
million for the 2002 Q2 Period. Room expenses for the Properties increased
7.3% to $0.5 million for the 2003 Q2 Period from $0.4 million for the 2002 Q2
Period. Selling, general and administrative expenses for the Properties
decreased 3.9% to $4.1 million for the 2003 Q2 Period from $4.2 million for the
2002 Q2 Period. Such decreases in selling, general and administrative

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expenses result primarily from a reduction in corporate administrative
expenses. Professional fees and expenses incurred in conjunction with the
ongoing development, negotiation and implementation of the Companys
restructuring were $0.1 million for the 2003 Q2 Period and $0.4 million for the
2002 Q2 Periods, respectively. Such expenses also include professional fees and
expenses paid by the Company for the financial and legal advisors to the
informal committee (the Committee) representing holders of a majority in
interest of the Notes, the Indenture Trustee, and the U.S. Trustee in
connection with the Bankruptcy Cases.

Personnel expenses for the Properties increased 4.8% to approximately $4.6
million for the 2003 Q2 Period from approximately $4.4 million for the 2002 Q2
Period. Such expenses are included in the operating departmental expense to
which they relate on the consolidated statement of operations.

Marketing expenses for the Properties, which include advertising, promotional
material, special events and the operations of the Fitzgeralds player-tracking
card, decreased 4.2% for the 2003 Q2 Period. Such expenses are included in
selling, general and administrative expenses on the consolidated statements of
operations.

Loss from Operations

Loss from operations for the Company was $0.1 million for the 2003 Q2 Period
compared to $0.4 million for the 2002 Q2 Period. Income from operations for
Fitzgeralds Reno decreased to $0.8 million for the 2003 Q2 Period from $0.9
million for the 2002 Q2 Period.

Net Interest Expense

Interest expense for the Company (net of interest income), remained
approximately the same at $0.3 million for the 2003 and 2002 Q2 Periods.
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.

Net Loss

Net loss for the Company was $0.4 million in the 2003 Q2 Period compared to
$0.7 million in the 2002 Q2 Period.

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Two Quarters Ended June 29, 2003 Comparison to Two Quarters Ended June 30, 2002

|                             |                  |       |   |                            |        |  |   |        |        | 
|---------------------------- | ---------------- | ----- | - | -------------------------- | ------ |  | - | ------ | ------ | 
|                             |                  |       |   | For the Two Quarters Ended
|                             |                  |       |   |                           
|Statement of Operations Data |                  | 2003  |   | 2002                      
|                             |                  |       |   |                           
|                             |                  |       |   | (in thousands)            
|Net Operating Revenues:      |                  |       |   |                            |        |  |   |       
|                             | Fitzgeralds Reno |       | $ | 17,759                     |        |  | $ | 18,014 |       
|                             | Other            |       |   | 20                         |        |  |   | 24     |       
|                             |                  |       |   |                            |        |  |   |       
|                             |                  | Total |   | $                          | 17,779 |  |   | $      | 18,038 | 
|                             |                  |       |   |                            |        |  |   |       

|                                    |                        |                  |   |                            |        |      |      |        |        |  
|----------------------------------- | ---------------------- | ---------------- | - | -------------------------- | ------ | ---- | ---- | ------ | ------ | -
|                                    |                        |                  |   | For the Two Quarters Ended
|                                    |                        |                  |   |                           
|                                    |                        |                  |   | 2003                       |        | 2002
|                                    |                        |                  |   |                            |        |     
|                                    |                        |                  |   | (in thousands)            
|Income (Loss) from Operations:      |                        |                  |   |                            |        |      |      |       
|                                    | Fitzgeralds Las Vegas  |                  | $ | (375                       | )      |      | $    | (295   | )     
|                                    | Fitzgeralds Tunica     |                  |   | (175                       | )      |      |      | (148   | )     
|                                    | Fitzgeralds Reno       |                  |   | 393                        |        |      |      | 681    |       
|                                    | Fitzgeralds Black Hawk |                  |   | (65                        | )      |      |      | (385   | )     
|                                    | Other (1)              |                  |   | (1,723                     | )      |      |      | (2,205 | )     
|                                    |                        |                  |   |                            |        |      |      |       
|                                    |                        | Total Properties |   |                            | (1,945 | )    |      |        | (2,352 | )
|                                    | Nevada Club            |                  |   |                           |        |      |      | (15    | )     
|Net Cash Provided by (Used in) (2): |                        |                  |   |                            |        |      |      |       
|                                    | Operating Activities   |                  | $ | (1,461                     | )      |      | $    | (2,281 | )     
|                                    | Investing Activities   |                  |   |                           |        |      |      | (75    | )     
|                                    | Financing Activities   |                  |   | (60                        | )      |      |      | (144   | )     
|Depreciation and Amortization       |                        |                  | 9 |                            |        |      | 18   |       
|Capital Expenditures                |                        |                  |  |                            |        |      | (222 | )     
|Earnings to Fixed Charges (3):      |                        |                  |  |                            |        |      |     |       



---

|(1) |  | Both the Cumulative 2003 and 2002 Periods include corporate expenses and
post-petition professional fees and expenses, net of interest income
included in reorganization items.                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes financial results of Nevada Club for the Cumulative 2002 Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(3) |  | 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. Earnings were insufficient to cover
fixed charges by $2.4 million and $3.0 million for the Cumulative 2003 and
2002 Periods, respectively.

Operating Revenues

Total revenues for the Properties (Fitzgeralds Reno represents over 99.0% of
total revenues and net operating revenues) were $20.6 million and net revenues
were $17.8 million for the Cumulative 2003 Period, representing decreases of
0.8% and 1.4%, respectively, over total revenues of $20.8 million and net
revenues of $18.0 million for the Cumulative 2002 Period.

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The decrease is due to adverse economic conditions in its target market, Indian
gaming in California and the Pacific Northwest as well as a reduction in travel
earlier in the year, due to the war in Iraq.

The Companys business can be separated into four operating departments:
casino, food and beverage, rooms and other. Casino revenues for the
Fitzgeralds Reno represented 72.7% and 73.0% of total revenues for the
Properties for the Cumulative 2003 and 2002 Periods, respectively. Casino
revenues for the Fitzgeralds Reno (of which approximately 78.0% and 75.1% were
derived from slot machine revenues for the Cumulative 2003 and 2002 Periods,
respectively) decreased 1.1% to $15.0 million for the Cumulative 2003 Period
from $15.1 million for the Cumulative 2002 Period.

Room revenues for Fitzgeralds Reno (11.4% of total revenues for the Properties
for both the Cumulative 2003 and 2002 Periods, respectively) decreased 0.6% due
to a 0.7% decrease in the average daily rate and a decrease in the average
occupancy rate to 83.5% for the Cumulative 2003 Period from 84.1% for the
Cumulative 2002 Period.

Food and beverage revenues for Fitzgeralds Reno (14.2% and 13.7% of total
revenues for the Properties for the Cumulative 2003 and 2002 Periods,
respectively) increased 2.9% to $2.9 million for the Cumulative 2003 Period
from $2.8 million for the Cumulative 2002 Period.

Promotional allowances for the Fitzgeralds Reno increased 3.4% to $2.8 million
for the Cumulative 2003 Period from $2.7 million for the Cumulative 2002
Period.

Costs and Expenses

Total operating costs and expenses for the Properties decreased 3.3% to $19.7
million for the Cumulative 2003 Period from $20.4 million for the Cumulative
2002 Period primarily as a result of a 21.8% decrease in corporate
administrative expenses to $1.7 million for the Cumulative 2003 Period from
$2.2 million for the Cumulative 2002 Period. Total operating expenses for
Fitzgeralds Reno remained the same at $17.4 million for both the Cumulative
2002 and 2003 Periods.

Casino expenses for the Properties were $7.9 million for the Cumulative 2003
Period, a 2.5% increase from $7.8 million for the Cumulative 2002 Period. Food
and beverage expenses for the Properties decreased 1.2% to $1.9 million for the
Cumulative 2003 Period from $2.0 million for the Cumulative 2002 Period. Room
expenses for the Properties remained approximately the same at $0.8 million for
both the Cumulative 2003 and 2002 Periods. Selling, general and administrative
expenses for the Properties decreased 7.5% to $7.9 million for the Cumulative
2003 Period from $8.6 million for the Cumulative 2002 Period. Such decreases
result primarily from a reduction in corporate administrative expenses, as well
as a reduction in costs relating to the residual liabilities of the properties
sold to Majestic. Professional fees and expenses incurred in conjunction with
the ongoing development, negotiation and implementation of the Companys
restructuring were $0.9 million and $1.1 million for the Cumulative 2003 and
2002 Periods, respectively. Such expenses also include professional fees and
expenses paid by the Company

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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 increased 1.5% to approximately $8.6
million for the Cumulative 2003 Period from approximately $8.5 million for the
Cumulative 2002 Period. Such expenses are included in the operating
departmental expense to which they relate on the consolidated statements of
operations.

Marketing expenses for the Properties, which include advertising, promotional
material, special events and the operations of the Fitzgeralds player-tracking
card, decreased $0.08 million or 3.9% for the Cumulative 2003 Period. Such
expenses are included in selling, general and administrative expenses on the
consolidated statements of operations.

Loss from Operations

As a result of the forgoing, loss from operations for the Properties was $1.9
million for the Cumulative 2003 Period compared to $2.4 million for the
Cumulative 2002 Period. Income from operations for Fitzgeralds Reno decreased
42.3% to $0.4 million for the Cumulative 2003 Period from $0.7 million for the
Cumulative 2002 Period.

Net Interest Expense

Interest expense for the Properties (net of interest income), decreased 11.2%
to $0.5 million for the Cumulative 2003 Period from $0.7 million for the
Cumulative 2002 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.

Net Loss

Net loss for the Properties decreased $0.5 million to $2.5 million in the
Cumulative 2003 Period compared to a net income of $3.0 million in the
Cumulative 2002 Period.

Liquidity and Capital Resources

At June 29, 2003, the Company had unrestricted cash of $13.0 million, compared
to $14.5 million at December 31, 2002. The Companys net cash used in
operating activities was $1.5 million and $2.3 million during the Cumulative
2003 and 2002 Periods, respectively. Net cash used in investing activities was
$0.08 million for the Cumulative 2002 Period, while the Company did not use any
cash for investing activities during the Cumulative 2003 Period. Net cash used
in financing activities was $0.06 million and $0.1 million for the Cumulative
2003 and 2002 Periods, respectively.

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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 provided 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. For further
information concerning the Bankruptcy Cases and related matters, see Note 2 to
the Notes to Unaudited 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 approved by the Bankruptcy Court on November 27, 2002 and effective
November 1, 2002. Pursuant to that order, the Company distributed $6.2 million
to the Indenture Trustee to be applied to accrued and unpaid interest and
principal. 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, 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 liquidity and capital resources will be sufficient to maintain
normal operations at Fitzgeralds Reno during the pendency of the Bankruptcy
Cases.

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Other

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 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. With
the approval of the Bankruptcy Court, the Company has entered into an agreement
with Inn to pay approximately $0.3 million in settlement of its claim with Inn,
representing approximately 20% of its allowed unsecured claim as provided for
in the New Plan. Such amounts are reflected as a liability on the balance
sheet at June 29, 2003.

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.
Earnings were insufficient to cover fixed charges by $2.4 million and $3.0
million for the Cumulative 2003 and 2002 Periods, respectively.

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 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 Accounting Standards

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. Adoption of this statement did not have a material impact on the
Companys financial condition or results of operation.

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 that 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. Adoption of this statement did not have a
material impact on the Companys financial condition or results of operation.

In November 2002, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No 45 (FIN 45), Guarantors Accounting and Disclosure
Requirements for Guarantees, including indirect Guarantees of Indebtedness of
Others.FIN 45 expands the information disclosures required by guarantors for
obligations under certain types of guarantees. It also requires initial
recognition at fair value of a liability for such guarantees. The initial
recognition and initial measurement provisions of this Interpretation are
applicable on a prospective basis to guarantees issued or modified after
December 31, 2002, irrespective of the guarantors fiscal year-end. The
disclosure requirements in this Interpretation are effective for financial
statements of interim or annual periods ending after December 15, 2002.
Adoption of this statement did not have a material impact on the Companys
financial condition or results of operation.

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Item 3

Quantitative and Qualitative Disclosures About Market Risk

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 June 29, 2003. The majority of the Companys fixed debt
obligations are comprised of the Companys Notes. See Item 2. Managements
Discussion and Analysis of Financial Condition and Results of Operations
-Liquidity and Capital Resources.




Item 4

Controls and Procedures

Within 90 days prior to the date of this Quarterly Report on Form 10-Q, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as defined under Rule 13a-14 and Rule 15d-14 of the
Securities Exchange Act of 1934, as amended. This evaluation was done under
the supervision and with the participation of management, including our Chief
Executive Officer (CEO) and Chief Financial Officer (CFO).

Our management, including the CEO and CFO, does not expect that our disclosure
controls and procedures will necessarily prevent all errors. Such controls and
procedures, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that their objectives are met. However,
based upon our evaluation, we have concluded that, subject to the limitations
noted above, our disclosure controls and procedures are effective to ensure
that material information relating to the Company is made known to management,
including the CEO and CFO, particularly during the period when our periodic
reports are being prepared. 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 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 and continued the
proceedings to January 4, 2002, at which time the hearing was completed and

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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 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 remaining parties  Fitzgeralds Reno, FHWA and NDOT  filed cross
motions for summary judgment on December 23, 2002. These parties oppositions
to the respective cross motions for summary judgment were filed on February 18,
2003. The cross motions for summary judgment was orally argued on February 26,
2003. On March 6, 2003, Judge Pro entered an order and judgment dismissing
Fitzgeralds Renos claim against the FHWA and NDOT on the grounds the claims
raised did not satisfy the applicable arbitrary and capricious standard under
NEPA and only alleged generalized and speculative environmental

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harms. On
May 2, 2003, the Company filed an appeal of the Courts decision and judgement.
The Company has decided to dismiss the appeal with prejudice.

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 on February 25,
2003, the City Council adopted a resolution of intent to commence in the future
eminent domain proceedings against the Company to acquire from Fitzgeralds Reno
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. The Company also is discussing with the
City certain federal government benefits for the relocation and displacement of
businesses in connection with the ReTRAC Project.

On July 24, 2003, the City commenced the eminent domain proceedings with the
filing of a verified complaint. Additionally, the City joined the Company as a
defendant a second condemnation proceedings that seeks to acquire certain
property and property interests in the parking garage facility owned by the
Company on leased land adjacent to the Fitzgeralds Reno casino and hotel. The
Company must file an answer to the complaint within thirty days of service.
The City also filed motions for immediate occupancy of the property and
property interests sought to be condemned and for a priority trial setting.
The Company must respond to the motions by August 11, 2003, and these motions
are scheduled to be heard by the state district court on August 28, 2003.

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

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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. In any event, any allowed
unsecured claim ultimately assessed against the Company would be subject to the
provisions for payment of allowed unsecured claims provided for in the New
Plan.

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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 Quarterly Report on 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

| |  |  |      |  |  |                                                                                                                                 
| |  |  | ---- |  |  | --------------------------------------------------------------------------------------------------------------------------------
| |  |  | 32.1 |  |  | Certification furnished pursuant to 18 U.S.C Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| |  |  |      |  |  |                                                                                                                                 
| |  |  | 32.2 |  |  | Certification furnished 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

None

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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: August 8, 2003



| | 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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| | 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: August 8, 2003 |  | /s/ Philip D. Griffith                                  
|                      |  | Philip D. Griffith
President and Chief Executive Officer

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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                                                                                                 

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| | 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: August 8, 2003 |  | /s/ Michael E. McPherson                                                 
|                      |  | Michael E. McPherson
Executive Vice President and
Chief Financial Officer

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