FITZGERALDS GAMING CORP
8-K, 1999-10-14
MISCELLANEOUS AMUSEMENT & RECREATION
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported): September 29, 1999



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



                                     NEVADA
          ------------------------------------------------------------
                 (State or other jurisdiction of incorporation)



            0-26518                                   88-0329170
- ----------------------------------       ----------------------------------
     (Commission File Number)             (IRS Employer Identification No.)



                   301 FREMONT STREET, LAS VEGAS, NEVADA 89101
       ------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)



      (Registrant's telephone number, including area code): (702) 388-2400



                                       NA
       ------------------------------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>

ITEM 5.  OTHER EVENTS.

            On  September  29,  1999,   Fitzgeralds   Gaming   Corporation  (the
"Company"),  issued  1,495,236  shares of its common stock,  $0.01 par value per
share (the "Common  Stock"),  pursuant to the exercise of Common Stock  purchase
warrants  issued by the Company in December 1995.  Each Warrant was  exercisable
for one share of the  Company's  Common  Stock at an exercise  price of $.01 per
share.  Warrants for the purchase of up to an additional  476,599  shares of the
Company's Common Stock expired unexercised.

            Including  the 1,495,236  shares of Common Stock issued  pursuant to
the exercise of the Warrants, as of October 1, 1999, there were 5,508,082 shares
of the  Company's  Common Stock  outstanding.  The shares of Common Stock issued
upon the exercise of the Warrants have not been registered  under the Securities
Exchange Act of 1933, as amended,  and the Company's  Common Stock is not traded
or listed on any exchange.

                                      * * *

                                    SIGNATURE
      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.



Date:  October 13, 1999                  FITZGERALDS GAMING CORPORATION
                                         (Registrant)



                                         By: /S/     MICHAEL E. MCPHERSON
                                             -----------------------------------
                                                     Michael E. McPherson
                                              Executive Vice President, Chief
                                              Financial Officer, Treasurer and
                                                         Secretary



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