<PAGE>   1
                                  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 October 3, 1999

                         Commission file number: 0-26518

                         FITZGERALDS GAMING CORPORATION
             (Exact name of registrant as specified in its charter)

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

                     301 FREMONT STREET, LAS VEGAS NV 89101
              (Address of principal executive offices) (Zip Code)

                                 (702) 388-2400
              (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 [ ]

            Shares outstanding of each of the registrant's classes of
                      common stock as of November 10, 1999

<TABLE>
<CAPTION>

             Class                        Outstanding as of November 10, 1999
             -----                        -----------------------------------
<S>                                       <C>
   Common stock, $.01 par value                    5,508,082
</TABLE>

<PAGE>   2

                         FITZGERALDS GAMING CORPORATION

                                    FORM 10-Q

                                TABLE OF CONTENTS
<TABLE>
<S>          <C>
PART I       FINANCIAL INFORMATION
             Item 1    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                       Condensed Consolidated Balance Sheets as of October 3, 1999 and
                       December 31, 1998                                                         4

                       Condensed Consolidated Statements of Operations for the Quarters and
                       Three Quarters Ended October 3, 1999 and September 27, 1998               6

                       Condensed Consolidated Statements of Cash Flows for the Three
                       Quarters Ended October 3, 1999 and September 27, 1998                     7

                       Notes to Condensed Consolidated Financial Statements                      8

             Item 2    Management's Discussion and Analysis of Financial Condition and
                       Results of Operations                                                    13

             Item 3    Quantitative and Qualitative Disclosures About Market Risk               27

PART II      OTHER INFORMATION                                                                  28

             SIGNATURES                                                                         31
</TABLE>

<PAGE>   3

                                     PART I

                              FINANCIAL INFORMATION



                                     ITEM 1

             CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

<PAGE>   4


<TABLE>
<CAPTION>
FITZGERALDS GAMING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
OCTOBER 3, 1999 AND DECEMBER 31, 1998
--------------------------------------------------------------------------------------------------
ASSETS                                                          OCT. 3, 1999       DEC. 31, 1998
                                                              -----------------   ----------------
<S>                                                           <C>                 <C>
CURRENT ASSETS:
    Cash and cash equivalents                                    $  22,108,957       $ 13,038,589
    Restricted cash                                                          -            537,179
    Accounts receivable, net of allowance for doubtful
       accounts of $368,884 and $345,340                             1,058,147          1,437,095
    Advances to affiliated companies                                         -              3,154
    Inventories                                                      1,214,482          1,375,443
    Prepaid expenses:
       Gaming taxes                                                  1,625,620          1,209,825
       Other                                                         2,839,790          2,487,170
                                                                 -------------       ------------
         Total current assets                                       28,846,996         20,088,455
                                                                 -------------       ------------
PROPERTY AND EQUIPMENT, net                                        153,046,747        159,714,663
                                                                 -------------       ------------

OTHER ASSETS:
    Estimated realizable value of assets held for sale                       -          4,122,842
    Restricted cash                                                  1,744,000          1,459,000
    Restricted investment                                              200,000            200,000
    Debt offering costs, net                                         7,273,155          8,319,745
    Line of credit costs, net                                          413,912            408,051
    Goodwill, net                                                   13,418,965         13,681,296
    Other assets                                                     1,588,133          1,046,155
                                                                 -------------       ------------
         Total other assets                                         24,638,165         29,237,089
                                                                 -------------       ------------
MINORITY INTEREST                                                      177,846            157,257
                                                                 -------------       ------------
TOTAL                                                            $ 206,709,754       $209,197,464
                                                                 =============       ============
</TABLE>

                                                                     (continued)



See Notes to Condensed Consolidated Financial Statements            Page 4 of 31

<PAGE>   5

<TABLE>
<CAPTION>
FITZGERALDS GAMING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (CONTINUED)
OCTOBER 3, 1999 AND DECEMBER 31, 1998
----- -------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIENCY                         OCT. 3, 1999             DEC. 31, 1998
                                                                 ------------             -------------
<S>                                                             <C>                      <C>
CURRENT LIABILITIES:

    Current portion of long-term debt                           $ 204,164,447            $   4,634,747
    Current portion of notes payable - related parties                     --                  304,637
    Accounts payable                                                3,484,980                8,139,479
    Accrued and other:
       Payroll and related                                          4,125,592                5,010,169
       Progressive jackpots                                         1,384,001                1,311,074
       Outstanding chips and tokens                                   523,997                  728,254
       Interest                                                    20,922,357                1,131,466
       Other                                                        7,683,585                6,632,472
                                                                -------------            -------------
         Total current liabilities                                242,288,959               27,892,298

LONG-TERM DEBT, net of current portion                              1,046,094              208,204,024
                                                                -------------            -------------
         Total liabilities                                        243,335,053              236,096,322
                                                                -------------            -------------

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 $14,915,450 and $11,264,632 recorded
    at liquidation preference, net of unamortized
    offering costs and discount of $6,420,963
    and $6,863,461, respectively                                   28,494,484               24,401,171
                                                                -------------            -------------

STOCKHOLDERS' DEFICIENCY:

    Common stock, $.01 par value; 29,200,000 shares
       authorized; 5,508,082 shares issued and outstanding             55,080                   40,128
    Additional paid-in capital                                     23,954,216               23,649,582
    Accumulated deficit                                           (89,129,079)             (74,989,739)
                                                                -------------            -------------
         Total stockholders' deficiency                           (65,119,783)             (51,300,029)
                                                                -------------            -------------
TOTAL                                                           $ 206,709,754            $ 209,197,464
                                                                =============            =============
</TABLE>


See Notes to Condensed Consolidated Financial Statements            Page 5 of 31

<PAGE>   6

<TABLE>
<CAPTION>
FITZGERALDS GAMING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE QUARTERS AND THREE QUARTERS ENDED OCTOBER 3, 1999 AND SEPTEMBER 27, 1998
--------------------------------------------------------------------------------------------------------------------------
                                                             QUARTERS ENDED                       THREE QUARTERS ENDED
                                                   -------------------------------      ----------------------------------
                                                        Oct. 3,          Sept. 27,            Oct. 3,             Sept. 27,
                                                         1999              1998                1999                 1998
                                                   --------------    -------------      --------------       --------------
<S>                                                <C>                <C>               <C>                  <C>
OPERATING REVENUES:
   Casino                                          $ 44,203,167       $ 42,396,425       $ 132,640,237       $ 121,575,693
   Food and beverage                                  6,327,437          6,441,054          18,931,555          18,616,266
   Rooms                                              5,529,703          5,529,700          16,560,459          15,799,994
   Other                                                903,414          1,338,972           2,614,870          13,612,654
                                                   ------------       ------------       -------------       -------------
     Total                                           56,963,721         55,706,151         170,747,121         169,604,607
   Less promotional allowances                        4,820,133          4,816,276          14,311,305          13,569,104
                                                   ------------       ------------       -------------       -------------
     Net                                             52,143,588         50,889,875         156,435,816         156,035,503
                                                   ------------       ------------       -------------       -------------
OPERATING COSTS AND EXPENSES:
   Casino                                            20,379,610         20,359,314          63,514,744          57,444,870
   Food and beverage                                  4,636,103          4,534,614          12,386,348          13,030,976
   Rooms                                              3,200,872          2,937,327           9,627,763           8,933,597
   Other operating expense                              493,337            524,950           1,645,469           1,568,190
   Selling, general and administrative               16,691,757         15,035,578          47,290,530          44,987,099
   Depreciation and amortization                      3,531,674          3,388,553          10,568,421          10,151,299
   Write-down of assets and lease settlement                 --                 --              34,061             332,144
                                                   ------------       ------------       -------------       -------------
     Total                                           48,933,353         46,780,336         145,067,336         136,448,175
                                                   ------------       ------------       -------------       -------------
INCOME FROM OPERATIONS                                3,210,235          4,109,539          11,368,480          19,587,328

OTHER INCOME (EXPENSE):
   Interest income                                      149,874            144,899             318,351             363,156
   Interest income - stockholders                        47,390                  4              42,114                   4
   Interest expense                                  (7,433,527)        (6,773,710)        (21,678,042)        (20,380,072)
   Interest expense - stockholders                           --             (4,742)                 --             (14,064)
   Other expense                                         (4,760)          (602,513)            (96,930)         (1,942,889)
                                                   ------------       ------------       -------------       -------------
NET LOSS                                             (4,030,788)        (3,126,523)        (10,046,027)         (2,386,537)

PREFERRED STOCK DIVIDENDS                            (1,414,965)        (1,211,201)         (4,093,313)         (3,513,155)
                                                   ------------       ------------       -------------       -------------

NET LOSS APPLICABLE TO COMMON
   STOCKHOLDERS                                    $ (5,445,753)      $ (4,337,724)      $ (14,139,340)      $  (5,899,692)
                                                   ============       ============       =============       =============
LOSS PER COMMON SHARE - BASIC                      $      (1.36)      $      (1.08)      $       (3.50)      $       (1.47)
                                                   ============       ============       =============       =============
WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING BASIC                                  4,078,571          4,012,846           4,034,516           4,012,846
                                                   ============       ============       =============       =============
</TABLE>

See Notes to Condensed Consolidated Financial Statements            Page 6 of 31

<PAGE>   7

<TABLE>
<CAPTION>
FITZGERALDS GAMING CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE QUARTERS ENDED OCTOBER 3, 1999 AND SEPTEMBER 27, 1998
---------------------------------------------------------------------------------------------------
                                                              OCT. 3, 1999           SEPT. 27, 1998
                                                              ------------           --------------
<S>                                                           <C>                      <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES                     $ 18,531,642             $ 17,188,272
                                                              ------------             ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from sale of assets                                 2,457,605                  497,125
    Acquisition of property and equipment                       (3,098,296)              (5,235,252)
    Decrease in restricted cash                                    252,179                  193,987
    Other                                                               --                 (603,616)
                                                              ------------             ------------
    Net cash used in investing activities                         (388,512)              (5,147,756)
                                                              ------------             ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from issuance of common stock                          14,952                       --
    Payment of debt offering costs                                 (97,335)                (832,137)
    Payment of line of credit costs                               (121,478)                      --
    Repayment of long-term debt                                 (5,848,451)              (6,242,899)
    Repayment of line of credit debt                            (3,000,000)                      --
    Dividends to minority stockholders                             (20,450)              (1,827,881)
                                                              ------------             ------------
    Net cash used in financing activities                       (9,072,762)              (8,902,917)
                                                              ------------             ------------
NET INCREASE  IN CASH AND CASH EQUIVALENTS                       9,070,368                3,137,599

CASH AND EQUIVALENTS, BEGINNING OF PERIOD                       13,038,589               14,809,617
                                                              ------------             ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                      $ 22,108,957             $ 17,947,216
                                                              ============             ============
CASH PAID FOR INTEREST                                        $    515,677             $ 12,286,407
                                                              ============             ============


SUMMARY OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Property and equipment acquired through issuance of debt      $    541,629             $  2,560,301
Accretion of discount on preferred stock                           442,498                  362,233
Accrual of preferred stock dividends                             3,650,818                3,150,922
Accrual of debt offering costs                                          --                  431,750
Capital contribution through cancellation of debt                  304,637                       --
</TABLE>

See Notes to Condensed Consolidated Financial Statements            Page 7 of 31

<PAGE>   8


                         FITZGERALDS GAMING CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.      Basis of Presentation

        The accompanying condensed consolidated financial statements of
Fitzgeralds Gaming Corporation (the "Company") as of October 3, 1999 and for the
quarters and three quarters ended October 3, 1999 and September 27, 1998 have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Accordingly, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles ("GAAP")
have been condensed or omitted.

        In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the interim
condensed consolidated financial statements have been included. These condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998. The results of
operations for the quarter and three quarters ended October 3, 1999 are not
necessarily indicative of the results to be expected for the year ending
December 31, 1999.

        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 accounting periods will have
the same number of days each year.

        Certain amounts in the 1998 consolidated financial statements have been
reclassified to conform to the 1999 method of presentation.

2.      Recently Adopted Accounting Standards

        On January 1, 1999, the Company adopted Statement of Position ("SOP")
98-5, Reporting on the Costs of Start-up Activities. SOP 98-5 requires that all
non-governmental entities expense costs of start-up activities (commonly
referred to as pre-opening costs in the gaming industry) as those costs are
incurred. The adoption of SOP 98-5 had no material impact on the Company's
financial condition or results of operations.

3.      Recently Issued Accounting Standards

        On June 30, 1998, the FASB issued SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. This statement establishes
accounting and reporting standards for derivative instruments and hedging
activities and is effective for the Company's

                                                                    Page 8 of 31

<PAGE>   9

fiscal year ending December 31, 2001. Management believes that adoption of this
statement will not have a material impact on the Company's financial condition
or results of operations.

4.      Long-Term Debt

        In December 1997, the Company issued $205.0 million 12 1/4% Senior
Secured Notes due 2004 (the "Senior Secured Notes"). Of the $202.6 million net
proceeds, the Company used $123.0 million to retire its 13% Senior Secured Notes
due 2002 with Contingent Interest; $5.4 million to retire its 13% Priority
Secured Notes due 1998; $39.7 million to retire the 13% First Mortgage Notes due
2000 of 101 Main Street Limited Liability Company ("101 Main"); and
approximately $20.1 million to retire other secured indebtedness. Of the
remaining proceeds, $8.7 million was used for expenses of the offering and $5.7
million was applied to accrued interest totaling approximately $10.6 million at
December 31, 1997.

        In October 1998, the Company established the $15.0 million credit
facility (the "Credit Facility") with a lending institution, of which up to $5.0
million was permitted to be used for capital projects at Fitzgeralds Black Hawk
and up to $10.0 million of which was permitted to be used for general corporate
purposes. The Credit Facility is secured by a lien on substantially all of the
assets of the Company, which lien is senior to the lien securing the Senior
Secured Notes.

        On May 13, 1999, the Company's Board of Directors determined that,
pending a restructuring of its indebtedness, it would not be in the best
interest of the Company to make the regularly scheduled interest payments on its
Senior Secured Notes and as of the date hereof has not paid the regularly
scheduled interest payment of $12.5 million on the Senior Secured Notes which
was due and payable on June 15, 1999. Accordingly, an Event of Default under the
Indenture pursuant to which the Senior Secured Notes were issued has occurred
and is continuing. The Company has reflected the Senior Secured Notes as a
current liability, although no action has been taken by either the Indenture
Trustee or holders of at least 25% of the Senior Secured Notes to accelerate the
Senior Secured Notes and declare the unpaid principal and interest to be due and
payable. Failure to make the scheduled payment on June 15, 1999, resulted in an
increase in the interest rate of 1% to 13 1/4%, effective June 16, 1999.

        A default on the Senior Secured Notes constitutes a default under the
Credit Facility and, although the Company believes the lending institution under
the Credit Facility will continue to have adequate security for the Company's
obligations thereunder, there can be no assurance that the lending institution
will continue to make additional advances. The Company has repaid substantially
all amounts borrowed under the Credit Facility.

5.      Earnings Per Share

        During the three quarters ended October 3, 1999 and September 27, 1998,
there were no outstanding convertible securities that would result in dilutive
potential common shares and, as such, diluted earnings per share are not
applicable. As of September 27, 1998, the Company had outstanding warrants
("Warrants") to purchase 1,971,835 shares of the Company's Common Stock at $0.01
per share. On September 29, 1999, the Company issued 1,495,236 shares of

                                                                    Page 9 of 31

<PAGE>   10

Common Stock pursuant to the exercise of such Warrants. Warrants for the
purchase of the 476,599 additional shares of Common Stock expired on December
19, 1998. The Company issued the Common Stock to exercising Warrant holders in
reliance on the exemption from registration requirements contained in Section
4(2) of the Securities Act of 1933 on the basis that there was no public
offering of the Common Stock underlying the Warrants. Options to purchase
544,261 and 570,524 shares of Common Stock at prices ranging from $1.00 to $1.10
per share were outstanding at October 3, 1999 and September 27, 1998,
respectively. Such options are not included in the computation of diluted
earnings per share for the quarters and three quarters ended October 3, 1999 and
September 27, 1998; in addition, the Warrants are not included in the
computation of diluted earnings per share for the quarter and three quarters
ended September 27, 1998, because to do so would have been antidilutive.

6.      Segment Information

        In 1998, the Company adopted SFAS No. 131, Disclosures about Segments of
an Enterprise and Related Information. SFAS No. 131 establishes standards for
reporting information about operating segments, geographic areas and major
customers in the annual financial statements and requires reporting of selected
information about operating segments in interim financial reports. The adoption
of SFAS No. 131 had no effect on the Company's consolidated financial position
or consolidated results of operations.

        The accounting policies of each business segment are the same as those
described in the summary of significant accounting policies in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998. There are
minimal inter-segment sales. The Company continues to evaluate its business
segment performance based on EBITDA. The Company has not changed its basis of
segmentation from the year ended December 31, 1998.



                                                                   Page 10 of 31

<PAGE>   11

<TABLE>
<CAPTION>
                                                        For the Quarters Ended
                                                   -------------------------------
                                                    Oct. 3, 1999    Sept. 27, 1998
                                                   -------------    --------------
                                                             (in thousands)
<S>                                                <C>              <C>
Net operating revenues:
    Fitzgeralds Las Vegas                             $ 12,393         $ 11,711
    Fitzgeralds Tunica                                  18,911           18,206
    Fitzgeralds Reno                                    11,297           11,261
    Fitzgeralds Black Hawk                               9,543            9,383
    Other                                                   --              267
                                                      --------         --------
         Total Properties                               52,144           50,828
    Nevada Club                                             --               62
                                                      --------         --------
Total                                                 $ 52,144         $ 50,890
                                                      ========         ========
Income (loss) from operations:
    Fitzgeralds Las Vegas                             $   (812)        $   (875)
    Fitzgeralds Tunica                                   1,398            1,200
    Fitzgeralds Reno                                     1,439            1,517
    Fitzgeralds Black Hawk                               2,289            2,149
    Other                                               (1,092)              66
                                                      --------         --------
         Total Properties                                3,222            4,057
    Nevada Club                                            (12)              53
                                                      --------         --------
Total                                                 $  3,210         $  4,110
                                                      ========         ========
</TABLE>


Reconciliation of total business segment operating income to consolidated
net loss:

<TABLE>
<CAPTION>
                                                              For the Quarters Ended
                                                          ------------------------------
                                                          Oct. 3, 1999    Sept. 27, 1998
                                                          ------------    --------------
                                                                   (in thousands)
<S>                                                       <C>             <C>
Total  segment operating income:                             $ 4,314          $ 3,991
    Nevada Club                                                  (12)              53
    Other                                                     (2,089)            (813)
    Eliminations                                               3,605            4,015
    Interest income                                              150              145
    Interest income - shareholder and intercompany             7,948            8,171
    Interest expense                                          (7,434)          (6,774)
    Interest expense - shareholder and intercompany           (7,883)          (8,158)
    Other expense                                             (2,630)          (3,757)
                                                           ---------        ---------
Net loss                                                    $ (4,031)        $ (3,127)
                                                           =========        =========
</TABLE>


                                                                   Page 11 of 31
<PAGE>   12

<TABLE>
<CAPTION>
                                                 For the Three Quarters Ended
                                                 -------------------------------
                                                 Oct. 3, 1999     Sept. 27, 1998
                                                 -------------    --------------
                                                          (in thousands)
<S>                                              <C>              <C>
Net operating revenues:
    Fitzgeralds Las Vegas                           $  39,765         $  36,991
    Fitzgeralds Tunica                                 57,305            50,564
    Fitzgeralds Reno                                   31,559            30,211
    Fitzgeralds Black Hawk                             27,807            27,297
    Other                                                  --            10,911
                                                    ---------         ---------
         Total Properties                             156,436           155,974
    Nevada Club                                            --                62
                                                    ---------         ---------
Total                                               $ 156,436         $ 156,036
                                                    =========         =========
Income (loss) from operations:
    Fitzgeralds Las Vegas                           $    (208)        $    (666)
    Fitzgeralds Tunica                                  5,283             1,696
    Fitzgeralds Reno                                    2,774             2,373
    Fitzgeralds Black Hawk                              5,918             7,057
    Other                                              (2,318)            9,841
                                                    ---------         ---------
         Total Properties                              11,449            20,301
    Nevada Club                                           (46)             (613)
    Harolds Club                                          (34)             (101)
                                                    ---------         ---------
Total                                               $  11,369         $  19,587
                                                    =========         =========
</TABLE>


Reconciliation of total business segment operating income to consolidated
net loss:

<TABLE>
<CAPTION>
                                                          For the Three Quarters Ended
                                                        -------------------------------
                                                        Oct. 3, 1999     Sept. 27, 1998
                                                        ------------     --------------
                                                                 (in thousands)
<S>                                                      <C>             <C>
Total segment operating income:                          $ 13,767           $ 10,460
    Nevada Club                                               (46)              (613)
    Harolds Club                                              (34)              (101)
    Other                                                  (5,343)            (6,843)
    Eliminations                                            9,824              5,777
    Interest income                                           318                363
    Interest income - shareholder and intercompany         24,105             23,581
    Interest expense                                      (21,679)           (20,380)
    Interest expense - shareholder and intercompany       (24,009)           (23,542)
    Other expense                                          (6,949)            (4,775)
                                                         --------           --------
Net loss                                                 $(10,046)          $ (2,387)
                                                         ========           ========
</TABLE>

                                                                   Page 12 of 31
<PAGE>   13

                                     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 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, 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 diversified
multi-jurisdictional gaming holding company that owns and operates four
Fitzgeralds-brand casino-hotels, located in downtown Las Vegas, Nevada
("Fitzgeralds Las Vegas"), Reno, Nevada ("Fitzgeralds Reno"), Tunica,
Mississippi ("Fitzgeralds Tunica"), and Black Hawk, Colorado ("Fitzgeralds Black
Hawk"). The Company markets its properties primarily to middle-market customers,
emphasizing its Fitzgeralds brand and its "Fitzgeralds Irish Luck" theme.

        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 and operates Fitzgeralds Las Vegas and
Fitzgeralds Tunica through wholly-owned subsidiaries; and FI owns and operates
Fitzgeralds Black Hawk through wholly-owned subsidiaries, including 101 Main
Street Limited Liability Company ("101 Main").

        In December 1997, the Company issued $205.0 million of its Senior
Secured Notes secured by a lien on substantially all of the assets of the
Company. In October 1998, the Company established a $15.0 million Credit
Facility with a lending institution, of which $5.0 million was permitted to be
used for capital projects at Fitzgeralds Black Hawk. The Credit


                                                                   Page 13 of 31
<PAGE>   14

Facility is secured by a lien on substantially all of the assets of the Company,
which lien is senior to the lien securing the Senior Secured Notes.

        On May 13, 1999, the Company's Board of Directors determined that,
pending a restructuring of its indebtedness, it would not be in the best
interest of the Company to make the regularly scheduled interest payments on its
Senior Secured Notes and as of the date hereof has not paid the regularly
scheduled interest payment of $12.5 million on the Senior Secured Notes which
was due and payable on June 15, 1999. Accordingly, an Event of Default under the
Indenture pursuant to which the Senior Secured Notes were issued has occurred
and is continuing. No action has been taken by either the Indenture Trustee or
holders of at least 25% of the Senior Secured Notes to accelerate the Senior
Secured Notes and declare the unpaid principal and interest to be due and
payable.

        The Company is aware that an informal committee (the "Committee"),
representing holders of a majority in interest of the Senior Secured Notes, has
been formed and that the Committee has retained both a financial adviser and
legal counsel, certain costs of which are being borne by the Company. The
Company has initiated and is continuing discussions with representatives of the
Committee concerning a restructuring of the Company's indebtedness.

        Unless the context otherwise requires, the "Company" refers to
Fitzgeralds Gaming Corporation and its subsidiaries. The Company was
incorporated in Nevada in 1994 to serve as a holding company. The executive
office of the Company is located at 301 Fremont Street, Las Vegas, Nevada 89101;
telephone (702) 388-2400; facsimile (702) 382-5562.

        In the narrative discussion below, the "Cumulative 1999 Period" is
defined as the three quarters ended October 3, 1999 and the "Cumulative 1998
Period" is defined as the three quarters ended September 27, 1998, resulting in
the Cumulative 1999 Period having an additional six days of operating results
compared to the Cumulative 1998 Period. The "1999 Q3 Period" is defined as the
quarter ended October 3, 1999, and the "1998 Q3 Period" is defined as the
quarter ended September 27, 1998. Financial performance is focused on the
principal ongoing operating properties of the Company, which include Fitzgeralds
Las Vegas, Fitzgeralds Tunica, Fitzgeralds Reno and Fitzgeralds Black Hawk,
collectively referred to as (the "Properties"). In June 1998, Fitzgeralds
Arizona Management, Inc. ("FAMI"), a subsidiary 85% owned by the Company,
entered into a termination agreement with the Yavapai-Apache Indian Nation,
wherein the parties mutually agreed to terminate the exclusive agreement (the
"Management Agreement") for FAMI to manage the Cliff Castle Casino ("Cliff
Castle"), a gaming facility in Camp Verde, Arizona. The 1998 results for the
Properties include payments for the settlement agreement with the Turning Stone
Casino ("Turning Stone") and fees earned from the Cliff Castle Management
Agreement. Unless the context otherwise indicates, the discussion below excludes
Nevada Club, which was closed in December 1997 in anticipation of its sale which
occurred on June 18, 1999, and in management's opinion, is not material to the
ongoing operations of the Company. Corporate expense of $0.25 million for each
of the three quarters represented is allocated to each of the four Properties as
an operating expense. The remainder of the unallocated corporate expense is
included in Other Operations of the Properties. See footnote 2 of the Statement
of Operations Data.


                                                                  Page 14 of 31
<PAGE>   15

THREE QUARTERS ENDED OCTOBER 3, 1999 COMPARISON TO THREE QUARTERS ENDED
SEPTEMBER 27, 1998

        The table below sets forth Net Operating Revenues, Income (Loss) from
Operations, EBITDA, Adjusted EBITDA and other financial data for the Cumulative
1999 Period and the Cumulative 1998 Period. EBITDA from the Properties
(excluding fees from the Cliff Castle Management Agreement and the settlement
agreement with Turning Stone for the Cumulative 1998 Period and the unallocated
corporate expenses for both Cumulative 1999 and 1998 Periods), improved in the
Cumulative 1999 Period to $24.3 million from $20.4 million for the Cumulative
1998 Period. EBITDA for the Properties decreased to $22.0 million for the
Cumulative 1999 Period from $30.4 million for the Cumulative 1998 Period
primarily due to the Cliff Castle Management Agreement which provided $9.8
million in revenue and the settlement agreement with Turning Stone, which
provided $1.1 million, in revenue in the Cumulative 1998 Period. In addition,
the Company incurred $1.6 million of professional fees and expenses in
conjunction with the ongoing development and negotiation of the Company's
restructuring plan in the Cumulative 1999 Period. Such expenses include
professional fees and expenses paid by the Company for the financial and legal
advisors to the Committee. Adjusted EBITDA, which the Company uses as a
reasonable measure of its ability to generate cash from operating activities and
as a means to compare the Company's performance with that of its competitors
increased $0.2 million to $23.6 million for the Cumulative 1999 Period from
$23.4 million for the Cumulative 1998 Period (which $23.4 million does not
include $7.0 million of the $8.0 million received as payment for the termination
of the Cliff Castle Management Agreement). For a definition of EBITDA and
Adjusted EBITDA, see footnotes 3 and 5 of the Statement of Operations Data.


                                                                   Page 15 of 31
<PAGE>   16


<TABLE>
<CAPTION>
                                                    FOR THE THREE QUARTERS ENDED
                                                  -------------------------------
STATEMENT OF OPERATIONS DATA                      OCT. 3, 1999      SEPT. 27, 1998
                                                  ------------      --------------
                                                           (IN THOUSANDS)
<S>                                               <C>               <C>
Net Operating Revenues:
    Fitzgeralds Las Vegas                           $  39,765         $  36,991
    Fitzgeralds Tunica                                 57,305            50,564
    Fitzgeralds Reno                                   31,559            30,211
    Fitzgeralds Black Hawk                             27,807            27,297
    Other(1)                                               --            10,911
                                                    ---------         ---------
       Total                                        $ 156,436         $ 155,974
    Nevada Club                                            --                62
                                                    ---------         ---------
       Total                                        $ 156,436         $ 156,036
                                                    =========         =========
Income (Loss) from Operations:
    Fitzgeralds Las Vegas                           $    (208)        $    (666)
    Fitzgeralds Tunica                                  5,283             1,696
    Fitzgeralds Reno                                    2,774             2,373
    Fitzgeralds Black Hawk                              5,918             7,057
    Other(2)                                           (2,318)            9,841
                                                    ---------         ---------
       Total Properties                                11,449            20,301
    Nevada Club                                           (46)             (613)
    Harolds Club                                          (34)             (101)
                                                    ---------         ---------
       Total                                        $  11,369         $  19,587
                                                    =========         =========
OTHER DATA
EBITDA(3):
    Fitzgeralds Las Vegas(4)                        $   2,551         $   1,743
    Fitzgeralds Tunica                                  9,911             6,124
    Fitzgeralds Reno                                    4,602             4,165
    Fitzgeralds Black Hawk                              7,241             8,371
    Other(2)                                           (2,288)           10,046
                                                    ---------         ---------
       Total Properties                                22,017            30,449
    Nevada Club                                           (46)             (609)
    Harolds Club                                          (34)             (101)
                                                    ---------         ---------
       Total EBITDA                                    21,937            29,739
    Adjustments to EBITDA(5)                            1,711            (6,290)
                                                    ---------         ---------
       Adjusted EBITDA                              $  23,648         $  23,449
                                                    =========         =========

Net Cash Provided by (Used in)(6):
    Operating Activities                            $  19,084         $  17,188
    Investing Activities                                 (392)           (5,148)
    Financing Activities                               (8,765)           (8,903)
Depreciation and Amortization                          10,568            10,151
Capital Expenditures                                    3,640             5,235
Earnings to Fixed Charges(7):                              --                --
</TABLE>

--------------

(1) Includes (i) fees from the Cliff Castle Management Agreement and the Turning
    Stone settlement agreement for the Cumulative 1998 Period and (ii)
    non-recurring revenue of $8.0 million received in connection with the
    termination of the Cliff Castle Management Agreement for the Cumulative 1998
    Period.

(2) Includes (i) fees from the Cliff Castle Management Agreement and the Turning
    Stone settlement agreement for the Cumulative 1998 Period; (ii)
    non-recurring revenue of $8.0 million received in connection with the
    termination of the Cliff

                                                                   Page 16 of 31

<PAGE>   17

    Castle Management Agreement for the Cumulative 1998 Period, net of corporate
    expenses not allocated to the Properties and expenses of FI; and (iii)
    corporate expenses not allocated to the Properties for the Cumulative 1999
    Period.

(3) EBITDA, or "earnings before interest, taxes on income, depreciation and
    amortization", is a supplemental financial measurement used by the Company
    in the evaluation of its gaming business and by many gaming industry
    analysts. EBITDA is calculated by adding depreciation and amortization
    expense to income from operations. At any property, EBITDA is calculated
    after the allocation of corporate costs. However, EBITDA should only be read
    in conjunction with all of the Company's financial data summarized above and
    its financial statements prepared in accordance with GAAP appearing
    elsewhere herein, and should not be construed as an alternative either to
    income from operations (as determined in accordance with GAAP) as an
    indication of the Company's operating performance or to cash flows from
    operating activities (as determined in accordance with GAAP) as a measure of
    liquidity. This presentation of EBITDA may not be comparable to similarly
    titled measures reported by other companies.

(4) At the end of 1998, the Company recorded an impairment loss related to its
    17.65% ownership interest in the Fremont Street Experience Limited Liability
    Company ("FSE"). Commencing in 1999, the Company began reporting
    disbursements to FSE as a marketing expense. In 1998, the Company reported
    such disbursements as equity in an unconsolidated affiliate. Thus, amounts
    relating to the investment in FSE for 1998 have been reclassified to conform
    to the 1999 method of presentation.

(5) Adjustments to EBITDA include (i) exclusion of EBITDA for Nevada Club and
    Harolds Club for both periods presented; (ii) exclusion of 7.0 million of
    the $8.0 million received in connection with the termination of the Cliff
    Castle Management Agreement for the Cumulative 1998 Period; and (iii)
    exclusion of $1.6 million of professional fees and expenses incurred in
    conjunction with the ongoing development and negotiation of the Company's
    restructuring plan for the Cumulative 1999 Period.

(6) Includes financial results of Nevada Club and Harolds Club for both periods.

(7) 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
    $10.0 million and $3.4 million for the Cumulative 1999 and 1998 Periods,
    respectively.

OPERATING REVENUES

        Total revenues for the Properties were $170.7 million and net operating
revenues were $156.4 million for the Cumulative 1999 Period, representing
increases of 0.7% and 0.3%, respectively, as compared to total revenues of
$169.6 million and net operating revenues of $156.0 million for the Cumulative
1998 Period. Excluding the Cliff Castle Management Agreement, which provided
$9.8 million in revenue and the settlement agreement with Turning Stone, which
provided $1.1 million, in revenue in the Cumulative 1998 Period, results in a
7.8% increase in net operating revenues. This increase was primarily due to new
marketing strategies, an effective guest development program and continued
improvement of the slot product.

        The Company's business can be separated into four operating departments:
casino, food and beverage, rooms and other. Casino revenues for the Properties
represented 77.7% and 71.7% of total revenues for the Properties for the
Cumulative 1999 and 1998 Periods, respectively. Casino revenues for the
Properties (of which approximately 84.1% and 82.3% were derived from slot
machine revenues for the Cumulative 1999 and 1998 Periods, respectively)
increased 9.1% to $132.6 million for the Cumulative 1999 Period from the $121.6
million recorded for the Cumulative 1998 Period. At Fitzgeralds Tunica,
Fitzgeralds Las Vegas and Fitzgeralds Reno, casino revenues increased 14.5%,
9.7% and 6.0%, respectively, primarily due to the reasons stated above as well
as to the opening of the connector road in Tunica and improved weather
conditions over the mountains to Reno during the first two quarters of 1999.
Fitzgeralds Black

                                                                  Page 17 of 31
<PAGE>   18

Hawk casino revenues were negatively impacted by the opening of the Lodge and
the Isle of Capri in 1998 as revenue growth increased only 2.3% for the
Cumulative 1999 Period.

        Room revenues for the Properties (at 9.7% and 9.3% of total revenues for
the Properties for the Cumulative 1999 and 1998 Periods, respectively) increased
4.8% from the Cumulative 1998 Period. Room revenues increased 9.6% at
Fitzgeralds Las Vegas due to a combination of a higher average occupancy rate,
which increased to 93.8% for the Cumulative 1999 Period from 89.1% for the
Cumulative 1998 Period, and a higher average daily rate which increased 7.2% for
the Cumulative 1999 Period. At Fitzgeralds Tunica, room revenues increased 3.7%
as the average daily rate increase of 1.1% was offset by a decrease in the
average occupancy rate to 93.7% for the Cumulative 1999 period from 96.0% for
the Cumulative 1998 Period. Fitzgeralds Reno room revenues remained virtually
the same.

        Food and beverage revenues for the Properties (at 11.1% and 11.0% of
total revenues for the Properties for the Cumulative 1999 and 1998 Periods,
respectively) increased approximately $0.3 million or 1.7% for the Cumulative
1999 Period. Fitzgeralds Reno and Fitzgeralds Tunica experienced revenue
increases of 8.5% and 7.7%, respectively, as a result of increases in casino
revenues in these two properties. Food and beverage revenues at Fitzgeralds Las
Vegas and Fitzgeralds Black Hawk decreased approximately 4.9% and 7.0%,
respectively. The decrease in Fitzgeralds Las Vegas is due to changes in the
utilization of food product as a marketing strategy to generate traffic volumes.
The decrease in Fitzgeralds Black Hawk is due to increased gaming competition in
the Black Hawk market.

        Other revenues for the Properties decreased $10.9 million primarily as a
result of the termination of the Cliff Castle Management Agreement and the
settlement agreement with Turning Stone in 1998.

        Promotional allowances for the Properties increased $0.7 million or 5.5%
for the Cumulative 1999 Period primarily as a result of increased casino
volumes, as well as increased levels of competition.

OPERATING COSTS AND EXPENSES

        Total operating costs and expenses for the Properties increased 6.8% to
$145.0 million for the Cumulative 1999 Period from $135.8 million for the
Cumulative 1998 Period primarily due to increases in promotional expenses and
personnel expenses.

        Casino expenses for the Properties were $63.5 million for the Cumulative
1999 Period, a 10.9% increase from $57.3 million for the Cumulative 1998 Period,
primarily due to increases in promotional expenses incurred by the casino
departments at all four of the properties. Food and beverage expenses for the
Properties decreased 4.9% to $12.4 million for the Cumulative 1999 Period from
$13.0 million for the Cumulative 1998 Period. The decrease in food and beverage
expenses is due to improved cost controls at all the Properties, with
Fitzgeralds Las Vegas achieving the largest improvement as expenses decreased
8.8% for the Cumulative 1999 Period. Room expenses for the Properties increased
7.8% to $9.6 million for the Cumulative 1999 Period

                                                                   Page 18 of 31
<PAGE>   19

from $8.9 million for the Cumulative 1998 Period. At Fitzgeralds Tunica,
Fitzgeralds Reno and Fitzgeralds Las Vegas, room expenses increased by 12.4%,
6.6% and 4.7%, respectively, primarily due to increases in personnel expenses.
Selling, general and administrative expenses for the Properties increased $2.5
million to $47.2 million for the Cumulative 1999 Period, which includes $1.6
million of professional fees and expenses incurred in conjunction with the
ongoing development and negotiation of the Company's restructuring plan. Such
expenses include professional fees and expenses paid by the Company for the
financial and legal advisors to the Committee.

        Personnel expenses for the Properties increased 6.1% to $60.5 million
for the Cumulative 1999 Period from $57.0 million for the Cumulative 1998
Period. The increase is due to continued competitive pressures in the Tunica and
the Black Hawk markets as personnel expenses at Fitzgeralds Tunica and
Fitzgeralds Black Hawk increased 11.3% and 9.8%, respectively, from the
Cumulative 1998 Period.

        Marketing expenses for the Properties, which include advertising,
promotional material, FSE disbursements, and special events increased 1.6% for
the Cumulative 1999 Period. There were more intensive marketing efforts at
Fitzgeralds Black Hawk and Fitzgeralds Las Vegas as marketing expenses increased
40.2% and 15.4% for the Cumulative 1999 Period, respectively, while Fitzgeralds
Tunica and Fitzgeralds Reno marketing expenses decreased 12.8% and 3.5%,
respectively.

        Depreciation and amortization expenses for the Properties increased 4.2%
to $10.6 million for the Cumulative 1999 Period from $10.1 million for the
Cumulative 1998 Period.

INCOME FROM OPERATIONS

        Income from operations for the Properties decreased 43.5% to $11.4
million for the Cumulative 1999 Period from $20.2 million for the Cumulative
1998 Period. The decrease is primarily due to termination of the Cliff Castle
Management Agreement, which provided total revenue of $9.8 million and the
settlement agreement with Turning Stone which provided $1.1 million in revenue
in the Cumulative 1998 Period.

NET INTEREST EXPENSE

        Interest expense for the Properties (net of interest income) increased
7.9% to $21.3 million for the Cumulative 1999 Period from $19.8 million for the
Cumulative 1998 Period, primarily due to increased debt as a result of the
purchase of additional slot machines in the latter part of 1998. As of October
3, 1999, the Company had accrued for, but as of the date hereof has not paid,
the regularly scheduled interest payment of $12.5 million on the Senior Secured
Notes which was due and payable on June 15, 1999. Failure to make the scheduled
payment on June 15, 1999, resulted in an increase in the interest rate of 1% to
13 1/4% effective June 16, 1999.

                                                                  Page 19 of 31

<PAGE>   20

NET LOSS

        Net loss for the Properties increased $8.1 million to $9.9 million in
the Cumulative 1999 Period from $1.8 million for the Cumulative 1998 Period for
the reasons stated above.

QUARTER ENDED OCTOBER 3, 1999 COMPARISON TO QUARTER ENDED SEPTEMBER 27, 1998

        During the 1999 Q3 Period, the Company experienced a 2.6% increase in
net revenue compared with the 1998 Q3 Period. In order to preserve market share
in each of its four existing markets, the Company continues to modify its
strategies regarding promotional and complimentary expenses in order to meet the
competitive challenges it faces in each of the four markets in which it
competes.

        The table below sets forth Net Operating Revenues, Income (Loss) from
Operations, EBITDA, Adjusted EBITDA and other financial data for the 1999 Q3
Period and the 1998 Q3 Period. EBITDA from the Properties (excluding the
settlement agreement with Turning Stone for the 1998 Q3 Period and the
unallocated corporate expenses for both 1999 and 1998 Q3 Periods), improved in
the 1999 Q3 Period to $7.8 million from $7.4 million for the 1998 Q3 Period.
EBITDA for the Properties decreased to $6.8 million for the 1999 Q3 Period from
$7.4 million for the 1998 Q3 Period primarily as a result of $1.0 million of
professional fees and expenses incurred in conjunction with the ongoing
development and negotiation of the Company's restructuring plan in the 1999 Q3
Period. Adjusted EBITDA, which the Company uses as a reasonable measure of its
ability to generate cash from operating activities and as a means to compare the
Company's performance with that of its competitors, decreased to $7.7 million
for the 1999 Q3 Period from $8.5 million for the 1998 Q3 Period (which $8.5
million includes $1.0 million of the $8.0 million received as payment for the
termination of the Cliff Castle Management Agreement). For a definition of
EBITDA and Adjusted EBITDA, see footnotes 3 and 5 of the Statement of Operations
Data.

                                                                   Page 20 of 31

<PAGE>   21

<TABLE>
<CAPTION>
                                                    FOR THE QUARTERS ENDED
                                             -----------------------------------
STATEMENT OF OPERATIONS DATA                  OCT. 3, 1999       SEPT. 27, 1998
                                             ----------------   ----------------
                                                      (IN THOUSANDS)
<S>                                          <C>                <C>
Net Operating Revenues:
    Fitzgeralds Las Vegas                       $ 12,393           $ 11,711
    Fitzgeralds Tunica                            18,911             18,206
    Fitzgeralds Reno                              11,297             11,261
    Fitzgeralds Black Hawk                         9,543              9,383
    Other(1)                                          --                267
                                                --------           --------
       Total                                    $ 52,144           $ 50,828
    Nevada Club                                       --                 62
                                                --------           --------
       Total                                    $ 52,144           $ 50,890
                                                ========           ========
Income (Loss) from Operations:
    Fitzgeralds Las Vegas                       $   (812)          $   (875)
    Fitzgeralds Tunica                             1,398              1,200
    Fitzgeralds Reno                               1,439              1,517
    Fitzgeralds Black Hawk                         2,289              2,149
    Other(2)                                      (1,092)                66
                                                --------           --------
       Total Properties                            3,222              4,057
    Nevada Club                                      (12)                53
                                                --------           --------
       Total                                    $  3,210           $  4,110
                                                ========           ========
OTHER DATA
EBITDA(3):
    Fitzgeralds Las Vegas(4)                    $    123           $    (38)
    Fitzgeralds Tunica                             2,944              2,684
    Fitzgeralds Reno                               2,043              2,121
    Fitzgeralds Black Hawk                         2,724              2,606
    Other(2)                                      (1,081)                73
                                                --------           --------
       Total Properties                            6,753              7,446
    Nevada Club                                      (12)                53
                                                --------           --------
       Total EBITDA                                6,741              7,499
    Adjustments to EBITDA(5)                         977                952
                                                --------           --------
       Adjusted EBITDA                          $  7,718           $  8,451
                                                ========           ========
</TABLE>

--------------

(1) Includes (i) fees from the Turning Stone settlement agreement for the 1998
    Q3 Period

(2) Includes (i) fees from the Turning Stone settlement agreement for the 1998
    Q3 Period; and (ii) corporate expenses not allocated to the Properties for
    the 1999 Q3 Period.

(3) EBITDA, or "earnings before interest, taxes on income, depreciation and
    amortization", is a supplemental financial measurement used by the Company
    in the evaluation of its gaming business and by many gaming industry
    analysts. EBITDA is calculated by adding depreciation and amortization
    expense to income from operations. At any property, EBITDA is calculated
    after the allocation of corporate costs. However, EBITDA should only be read
    in conjunction with all of the Company's financial data summarized above and
    its financial statements prepared in accordance with GAAP appearing
    elsewhere herein, and should not be construed as an alternative either to
    income from operations (as determined in accordance with GAAP) as an
    indication of the Company's operating performance or to cash flows from
    operating activities (as determined in accordance with GAAP) as a measure of
    liquidity. This presentation of EBITDA may not be comparable to similarly
    titled measures reported by other companies.

(4) At the end of 1998, the Company recorded an impairment loss related to its
    17.65% ownership interest in the FSE. Commencing in 1999, the Company began
    reporting disbursements to FSE as a marketing expense. In 1998, the Company

                                                                   Page 21 of 31

<PAGE>   22

    reported such disbursements as equity in an unconsolidated affiliate. Thus,
    amounts relating to the investment in FSE for 1998 have been reclassified to
    conform to the 1999 method of presentation.

(5) Adjustments to EBITDA include (i) exclusion of EBITDA for Nevada Club and
    Harolds Club for both periods presented; (ii) inclusion of $1.0 million of
    the $8.0 million received in connection with the termination of the Cliff
    Castle Management Agreement for the 1998 Q3 Period; and (iii) exclusion of
    $1.0 million of professional fees and expenses incurred in conjunction with
    the ongoing development and negotiation of the Company's restructuring plan
    for the 1999 Q3 Period.

OPERATING REVENUES

        Total revenues for the Properties were $57.0 million and net operating
revenues were $52.1 million for the 1999 Q3 Period, representing increases of
2.4% and 2.6%, respectively, over total revenues of $55.6 million and net
operating revenues of $50.8 million for the 1998 Q3 Period.

        The Company's business can be separated into four operating departments:
casino, food and beverage, rooms and other. Casino revenues for the Properties
represented 77.6% and 76.1% of total revenues for the Properties for the 1999
and 1998 Q3 Periods, respectively. Casino revenues for the Properties (of which
approximately 84.8% and 83.4% were derived from slot machine revenues for the
1999 and 1998 Q3 Periods, respectively) increased 4.3% to $44.2 million for the
1999 Q3 Period from the $42.4 million recorded for the 1998 Q3 Period. Casino
revenues increased primarily due to improved results from marketing strategies,
an effective guest development program and continued improvement of the slot
product. Casino revenues increased 8.3%, 4.8%, 2.0% and 1.8% at Fitzgeralds Las
Vegas, Fitzgeralds Tunica, Fitzgeralds Black Hawk, and Fitzgeralds Reno,
respectively.

        Room revenues for the Properties (at 9.7% and 9.9% of total revenues for
the Properties for the 1999 and 1998 Q3 Periods, respectively) remained
virtually the same from the 1998 Q3 Period. Room revenues increased 7.7% at
Fitzgeralds Las Vegas due to a combination of higher average occupancy rate,
which increased to 91.8% for the 1999 Q3 Period from 85.6% for the 1998 Q3
Period, and an increase of 1.6% in the average daily rate for the 1999 Q3
Period. At Fitzgeralds Tunica, room revenues decreased 5.8% as the average
occupancy rate decreased to 95.0% for the 1999 Q3 Period from 96.6% for the 1998
Q3 Period, and the average daily rate decreased 4.3% for the 1999 Q3 Period.
Fitzgeralds Reno room revenue remained virtually unchanged as the average
occupancy rate increased to 95.1% for the 1999 Q3 Period and the average daily
rate decreased 2.5% for the 1999 Q3 Period.

        Food and beverage revenues for the Properties (at 11.1% and 11.6% of
total revenues for the Properties for the 1999 and 1998 Q3 Periods,
respectively) decreased approximately $0.1 million or 1.8% for the 1999 Q3
Period. Fitzgeralds Reno experienced a revenue increase of 7.0%, while food and
beverage revenues at Fitzgeralds Black Hawk, Fitzgeralds Las Vegas and
Fitzgeralds Tunica decreased 5.8%, 5.4% and 3.1%, respectively. The decrease in
Fitzgeralds Black Hawk is due to increased gaming competition in the Black Hawk
market, while the decrease in Fitzgeralds Las Vegas is due to changes in the
utilization of food product as a marketing strategy to generate traffic volumes.

                                                                   Page 22 of 31

<PAGE>   23


        Other revenues for the Properties decreased $0.4 million primarily as a
result of the settlement agreement with Turning Stone in 1998.

        Promotional allowances for the Properties remained approximately the
same from the 1998 Q3 Period.

OPERATING COSTS AND EXPENSES

        Total operating costs and expenses for the Properties increased 4.6% to
$48.9 million for the 1999 Q3 Period from $46.8 million for the 1998 Q3 Period.

        Casino expenses for the Properties increased 0.1% to $20.4 million for
the 1999 Q3 Period. Food and beverage expenses for the Properties increased 2.2%
to $4.6 million for the 1999 Q3 Period from $4.5 million for the 1998 Q3 Period.
Room expenses for the Properties increased 9.0% to $3.2 million for the 1999 Q3
Period. Room expense increased, 16.4%, 9.7% and 3.5%, respectively, at
Fitzgeralds Tunica, Fitzgeralds Las Vegas and Fitzgeralds Reno, primarily due to
increases in personnel expenses. Selling, general and administrative expenses
for the Properties increased $0.8 million to $16.7 million for the 1999 Q3
Period, which includes $1.0 million of professional fees and expenses incurred
in conjunction with the ongoing development and negotiation of the Company's
restructuring plan. Such expenses include professional fees and expenses paid by
the Company for the financial and legal advisors to the Committee.

        Personnel expenses for the Properties increased 3.6% to approximately
$20.2 million for the 1999 Q3 Period from $19.5 million for the 1998 Q3 Period.
The increase is due to continued competitive pressures in the Tunica and the
Black Hawk markets as personnel expenses at Fitzgeralds Tunica and Fitzgeralds
Black Hawk increased 8.5% and 5.1%, respectively, from the 1998 Q3 Period, while
Fitzgeralds Las Vegas and Fitzgeralds Reno remained approximately the same.

        Marketing expenses for the Properties, which include advertising,
promotional material, FSE disbursements, and special events increased 1.6% for
the 1999 Q3 Period. More intensive marketing efforts were undertaken in response
to increasing competitive pressures at Fitzgeralds Black Hawk and Fitzgeralds
Las Vegas, as marketing expenses increased 30.4% and 12.5%, respectively, for
the 1999 Q3 Period. The increases were partially offset by a 12.5% decrease at
Fitzgeralds Tunica, with Fitzgeralds Reno remaining unchanged.

        Depreciation and amortization expenses of the Properties increased 4.2%
to $3.5 million for the 1999 Q3 Period.

INCOME FROM OPERATIONS

        Income from operations for the Properties decreased $0.9 million to $3.2
million for the 1999 Q3 Period from $4.1 million for the 1998 Q3 Period
primarily as a result of $1.0 million of


                                                                   Page 23 of 31

<PAGE>   24

professional fees and expenses incurred in conjunction with the ongoing
development and negotiation of the Company's restructuring plan in the 1999 Q3
Period.

NET INTEREST EXPENSE

        Interest expense for the Properties (net of interest income) increased
10.1% to $7.2 million for the 1999 Q3 Period. As of October 3, 1999, the Company
had accrued for, but as of the date hereof has not paid, the regularly scheduled
interest payment of $12.5 million on the Senior Secured Notes which was due and
payable on June 15, 1999. Failure to make the scheduled payment on June 15,
1999, resulted in an increase in the interest rate of 1% to 13 1/4%, effective
June 16, 1999.

NET LOSS

        Net loss for the Properties increased $0.9 million to $4.0 million in
the 1999 Q3 Period from $3.1 million for the 1998 Q3 Period for the reasons
stated above.

LIQUIDITY AND CAPITAL RESOURCES

        At October 3, 1999, the Company had unrestricted cash of $22.1 million,
compared to $13.0 million at December 31, 1998 and $17.9 million at September
27, 1998. The Company's sources of liquidity and cash flows during the
Cumulative 1999 Period were operations of $18.5 million and proceeds from sale
of assets of $2.5 million. Uses of liquidity during the Cumulative 1999 Period
included acquisition of property and equipment of $3.1 million, repayment of
long-term debt of $5.8 million and repayment of the line of credit of $3.0
million.

        Net cash used in investing activities was $0.4 million and $5.1 million
for the Cumulative 1999 and 1998 Periods, respectively. Net cash used in
financing activities was $9.1 million and $8.9 million for the Cumulative 1999
and 1998 Periods, respectively.

        The Company's principal sources of capital will consist of cash from
operations, the Credit Facility and vendor or third party financing of gaming
and other equipment. In October 1998, the Company established the $15.0 million
Credit Facility with a lending institution, of which up to $5.0 million was
permitted to be used for capital projects at Fitzgeralds Black Hawk and up to
$10.0 million of which was permitted to be used for general corporate purposes.
The Credit Facility is secured by a lien on substantially all of the Company's
assets, which lien is senior to the lien securing the Senior Secured Notes. The
Company believes that it has adequate sources of liquidity to meet its normal
operating requirements. However, its relatively high degree of leverage has
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 do not see any way to resolve this problem without restructuring
the Company's indebtedness. Therefore, on May 13, 1999, the Company's Board of
Directors determined that, pending a restructuring of its indebtedness, it would
not be in the best interest of the Company to make the regularly scheduled
interest payments on its Senior Secured Notes and as of the date hereof has not
paid the regularly scheduled interest payment of $12.5 million on the Senior

                                                                   Page 24 of 31

<PAGE>   25

Secured Notes which was due and payable on June 15, 1999. Accordingly, an Event
of Default under the Indenture pursuant to which the Senior Secured Notes were
issued occurred on July 15, 1999, and is continuing. No action has been taken by
either the Indenture Trustee or holders of at least 25% of the Senior Secured
Notes to accelerate the Senior Secured Notes and declare the unpaid principal
and interest to be due and payable. In the event the Senior Secured Notes are
accelerated, the Company would not have the resources available to repay such
indebtedness. The Company does not currently anticipate that it will make the
regularly scheduled interest payment on the Senior Secured Notes, which will be
due and payable on December 15, 1999. The Company has initiated and is
continuing discussions with representatives of the Committee concerning a
restructuring of the Company's indebtedness.

        A default on the Senior Secured Notes constitutes a default under the
Credit Facility and, although the Company believes the lending institution under
the Credit Facility will continue to have adequate security for the Company's
obligations thereunder, there can be no assurance that the lending institution
will continue to make additional advances. The Company has repaid substantially
all amounts borrowed under the Credit Facility.

        By terminating the interest payments on the Senior Secured Notes until
such time as a restructuring plan has been negotiated and implemented, the
Company believes that its liquidity and capital resources will be sufficient to
maintain all of its normal operations at current levels during the restructuring
period and does not anticipate any adverse impact on its operations, customers
or employees. However, costs incurred and to be incurred in connection with any
restructuring have been and will continue to be substantial and, in any event,
there can be no assurance that the Company will be able to successfully
restructure its indebtedness or that its liquidity and capital resources will be
sufficient to maintain its normal operations during the restructuring period.

EBITDA AND ADJUSTED EBITDA

        The Company's earnings before interest, income taxes, depreciation and
amortization ("EBITDA") was $22.0 million for the Cumulative 1999 Period and
$29.7 million for the Cumulative 1998 Period. EBITDA is calculated by adding
depreciation and amortization expenses to income from operations. The Company's
Adjusted EBITDA was $23.6 million for the Cumulative 1999 Period and $23.4
million for the Cumulative 1998 Period (which $23.4 million does not include
$7.0 million of the $8.0 million received in connection with the termination of
the Cliff Castle Management Agreement). Adjusted EBITDA is determined based on
the adjustments described in Note 5 to "Statement of Operations Data." EBITDA
and Adjusted EBITDA should only be read in conjunction with all of the Company's
financial data summarized above and its financial statements prepared in
accordance with GAAP appearing elsewhere herein, and should not be construed as
an alternative either to income from operations (as determined in accordance
with GAAP) as an indication of the Company's operating performance or to cash
flows from operating activities (as determined in accordance with GAAP) as a
measure of liquidity. This presentation of EBITDA and Adjusted EBITDA may not be
comparable to similarly titled measures reported by other companies.

                                                                   Page 25 of 31

<PAGE>   26


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 $10.0 million and
$3.4 million for the Cumulative 1999 and 1998 Periods, respectively.

BUSINESS SEASONALITY AND SEVERE WEATHER

        The gaming operations of the Company in certain locations may be
seasonal and, depending on the location and other circumstances, the effects of
such seasonality could be significant. At Fitzgeralds Las Vegas, business levels
are generally weaker from Thanksgiving through the middle of January (except
during the week between Christmas and New Year's) and throughout the summer, and
generally stronger from mid-January through Easter and from mid-September
through Thanksgiving. At each of the three other Fitzgeralds-brand properties,
business levels are typically weaker from Thanksgiving through the end of the
winter and typically stronger from mid-June to mid-November.

        The Company's results are also affected by inclement weather in relevant
markets. The Fitzgeralds Black Hawk site, located in the Rocky Mountains of
Colorado, and the Fitzgeralds Reno site, located in the foothills of the Sierra
Nevada mountains in Nevada, are subject to snow and icy road conditions during
the winter months. Any such severe weather conditions may discourage potential
customers from visiting the Company's facilities.

COMPUTERIZED OPERATIONS AND THE YEAR 2000

        During recent years, there has been significant global awareness raised
regarding the potential disruption to business operations worldwide resulting
from the inability of current technology to process properly the change from the
year 1999 to 2000. The Year 2000 issue is the result of computer programs being
written using two digits rather than four to define the applicable year. Any of
the Company's computer programs that have time-sensitive software may recognize
a date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.

        In 1997, the Company initiated an investigation to identify and ensure
that all significant applications will be Year 2000 compliant. The Company is
conducting its investigation and is in the process of obtaining assurances from
its vendors that timely updates will be made available to ensure Year 2000
compliance. However, there can be no guarantee that the systems of other
companies on which the Company's systems rely will be timely converted, or that
a failure to


                                                                   Page 26 of 31

<PAGE>   27

convert by another company, or a conversion that is incompatible with the
Company's systems, would not have a material adverse effect on the Company.

        The Company will utilize both internal and external resources to test,
program and/or replace applications to ensure that they are Year 2000 compliant.
Completion of this project is anticipated by December 15, 1999. The costs
associated with the Year 2000 project are expected to be approximately $0.9
million; however, the Company has not finalized its investigation. The Company
has incurred approximately 82% of such costs through the Cumulative 1999 Period
and anticipates that the remaining portion of the estimated cost will be
incurred through December 15, 1999. Approximately $0.7 million of the cost is
expected to be capitalized with the remaining amount expensed as incurred. Such
costs are expected to be funded through operating cash flows as well as vendor
and third party financing. Costs of hardware and software required to be
purchased as a result of the Year 2000 issue will be capitalized in accordance
with normal policy. Personnel and all other costs related to the project will be
expensed as incurred. The conversion of most purchased applications will be
completed under the terms of maintenance agreement which provide for the
conversion of such applications at no additional cost. All equipment and other
operating systems are currently being evaluated to determine if Year 2000 issues
have an effect on their ability to perform their respective functions. The
Company has not established a comprehensive contingency plan at this time,
although its primary alternative is to operate manual systems. The Company
depends upon external parties, including customers, suppliers, business
partners, gas and electric system operators, government agencies and financial
institutions to reliably deliver their products and services. The Company
believes that its most reasonable likely worst case scenario is dependent on the
extent to which any of these parties experience Year 2000 problems in their
systems. Should any of these critical vendors fail, the impact of any such
failure could become a significant challenge to the Company's ability to meet
the demands of its customers. As the Company pursues its implementation of its
Year 2000 compliance plan, it will continue to evaluate the need for contingency
plans for those areas which might be at risk for being Year 2000 compliant.

        Based on its investigation to date, the Company does not believe that it
will experience any significant adverse effects or material unbudgeted costs
associated with the Year 2000 project; however, the Company cannot provide any
assurance in this regard and any such cause or effect could materially and
adversely affect the Company.

                                     ITEM 3

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The fair market value of the Company's fixed debt obligations, which
includes the Senior Secured Notes as well as other obligations, has not
materially changed from $119.6 million at December 31, 1998. It is uncertain at
this time what the impact of the Company's attempted restructuring of its Senior
Secured Notes will have on the fair market value of the portion of the fixed
debt which includes the Senior Secured Notes. See Part I, Item 2. Management's
Discussion and Analysis of Financial Condition and Results of
Operations-Liquidity and Capital Resources.


                                                                   Page 27 of 31

<PAGE>   28

                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

HAROLDS CLUB

        On June 18, 1999, Harrah's Entertainment, Inc. closed on the purchase of
Harolds Club and the Nevada Club. Concurrent with the closing and pursuant to
the terms of certain settlement and lease termination agreements, each of the
lawsuits filed against Fitzgeralds Reno arising out of its contingent
obligations for certain Harolds Club land lease obligations was dismissed with
prejudice and, with respect to the lawsuits wherein judgment had been recorded,
satisfactions of judgment have been entered.

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"). Preliminary 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 estimates that a period of approximately two and one half 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 adjacent to the
Fitzgeralds Reno hotel entrance, valet parking area and hotel loading zone.

        On November 30, 1998, the Company filed a lawsuit against the City of
Reno to challenge the method by which the special assessment to be levied
against the Company was determined. Based on preliminary plans prepared by the
City of Reno, Fitzgeralds Reno would expect to lose several parking spaces, the
current valet parking area, an outdoor billboard structure advertising available
rooms and a building used to house administrative offices, and be required to
relocate the hotel entrance currently on Commercial Row. The City of Reno has
also subsequently indicated that the ReTRAC Project might require the demolition
of the Fitzgeralds Reno Rainbow Skyway. Implementation of the ReTRAC Project as
currently proposed would cause the Company to suffer significant and permanent
loss in business revenue and income; certain operating efficiencies from
demolished or impaired physical structures; and a portion of its existing
customer base as a result of the construction and operation of the proposed rail
bypass. The City of Reno filed an answer to the Company's lawsuit on January 19,
1999. On or about June 1, 1999, George Karadanis and Robert Maloff d/b/a
Sundowner Hotel and Casino (the "Sundowner") filed a Motion for Leave to
Intervene as plantiffs in the Company's lawsuit against the City of Reno. The
Sundowner is situated in the same special assessment district at issue in the
lawsuit. Notwithstanding the Company's opposition to the Motion for Leave to
Intervene, on July 21, 1999, the court entered an Order granting said motion.
The Sundowner filed its Complaint in Intervention on July 27, 1999. The case is
expected to proceed in the nature of a judicial review of the Reno City
Council's administrative record relating to the

                                                                   Page 28 of 31

<PAGE>   29

creation of the ReTRAC Project special assessment district. It is anticipated
that a decision on the merits of the Company's claims will be decided subsequent
to the filing of opening and reply briefs; however, oral arguments may be
requested, in which case a hearing will be held. A hearing date has not yet been
set.

        The Company has received no assurance as to whether or when the City of
Reno will negotiate mitigation measures and whether such measures could or would
fully compensate the Company for the fair market value of its property and
anticipated operating losses.

        The Company is a party to various lawsuits relating to routine matters
incidental to its business. 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.

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, the Company is in default on its $205.0 million Senior Secured Notes. That
default resulted in a cross default under the Company's $15.0 million Credit
Facility. See also Note 4 of Notes to Condensed Consolidated Financial
Statements and Management's Discussion and Analysis of Financial Condition and
Results of Operations contained elsewhere in this Report on Form 10-Q. As of the
date of this Form 10-Q, the total arrearage on the Senior Secured Notes was
$12.5 million.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not Applicable

ITEM 5.  OTHER INFORMATION.

        On July 22, 1999, the Company filed a Report on Form 8-K, Item 5,
concerning a default on its Senior Secured Notes. The Form 8-K included
information regarding the Company's initial proposal to the holders of its
Senior Secured Notes, a summary of the Company's proposal for substantial
additional capital expenditures at its Black Hawk and Tunica properties, summary
EBITDA (excluding restructuring costs, which may be substantial) projections for
both a base case and the Company's proposed capital expenditure case, and a
discussion of certain risks and uncertainties attendant thereto. In addition to
the normal business and other risks associated with any forward-looking
information and substantial capital expenditure program, there are substantial
additional risks in this situation due to the virtual certainty of the necessity
for a proceeding under the federal bankruptcy law and for regulatory proceedings
under the gaming laws of Nevada, Mississippi and Colorado. Bankruptcy court
approval may well require the consent of claimants and other constituencies in
addition to the holders of the Senior Secured Notes and obtaining such consents
may be difficult, if not impossible, and time-consuming. The


                                                                   Page 29 of 31
<PAGE>   30

requirements for approval by the various gaming regulatory authorities may also
be time-consuming and licensure or other gaming regulatory approval of
individual security holders may be required depending on the nature of any plan
that is ultimately approved. In assessing possible outcome of the Company's
proposed restructuring, these and all of the other factors more fully elaborated
in the Form 8-K should be given careful consideration.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

<TABLE>
<CAPTION>
(a)      Exhibits
<S>      <C>
         3.1(ii):   By-Laws, as amended, of Fitzgeralds Gaming Corporation.

         10.1:      Employment Agreement dated July 5, 1999, between Fitzgeralds
                    Gaming Corporation and Michael E. McPherson.

         10.2:      Employment Agreement dated September 1, 1999, between
                    Fitzgeralds Gaming Corporation and Paul H. Manske.

         10.3:      Employment Agreement dated September 1, 1999, between
                    Fitzgeralds Gaming Corporation and Max L. Page.

         27(c):     Financial Data Schedule

(b)     Reports on Form 8-K
        Report on Form 8-K, Item 5, filed on October 14, 1999
</TABLE>


                                                                   Page 30 of 31

<PAGE>   31

SIGNATURES

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

Dated: November 10, 1999

                                     FITZGERALDS GAMING CORPORATION




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

                                                                   Page 31 of 31