FITZGERALDS GAMING CORP
HIGHLY CONFIDENT LETTER OF JEFFERIES & COMPANY
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>HIGHLY CONFIDENT LETTER OF JEFFERIES & COMPANY
<TEXT>


                                                       Jefferies & Company, Inc.
         11100 Santa Monica Boulevard, 10th Floor; Los Angeles, California 90025
CORPORATE FINANCE     Telephone (310) 575-5200 (800) 983-6656 Fax (310) 575-5165

                                December 1, 2000

THE MAJESTIC STAR CASINO, LLC
One Buffington Harbor Drive
Gary, Indiana  46406-3000

Gentlemen:

      We  understand  that a subsidiary  of The Majestic  Star Casino,  LLC (the
"Company") is negotiating  with Fitzgeralds  Gaming  Corporation to purchase its
casino properties in Black Hawk, Colorado, Tunica,  Mississippi,  and Las Vegas,
Nevada (the  "Target  Properties").  You have  advised us that the total cost to
purchase  the Target  Properties  will be $155  million,  including  the cost of
financing.  You have  further  advised us that you will  require $135 million of
high  yield  debt  financing  in the form of senior  secured  notes  (the  "Debt
Financing"), in addition to $20 million of equity provided by the Company.

      We are pleased to confirm that Jefferies & Company, Inc.  ("Jefferies") is
highly  confident in its ability to arrange the Debt Financing and authorize the
Company to provide Fitzgeralds Gaming Corporation and its affiliates with a copy
of this letter.  Our ability to complete the Debt Financing is subject to (i) no
adverse change in the condition (financial or otherwise), results of operations,
prospects  or  business  of the  Target  Properties  or the  Company;  (ii)  the
preparation,  execution,  and delivery of documentation and contracts reasonably
satisfactory  to Jefferies,  the purchasers of the securities and their counsel,
which  documentation  will  contain  representations,   warranties,  conditions,
covenants and other terms and  provisions as are  customary in  transactions  of
this type; (iii) satisfactory  completion of business,  tax,  financial,  legal,
accounting and other customary due diligence matters;  (iv) satisfactory  market
conditions; and (v) regulatory approval. This highly confident letter supersedes
any  previously  issued  highly  confident  letter  with  respect  to  the  Debt
Financing.

      Jefferies & Company,  Inc. is an investment banking firm with an extensive
high yield  presence and  distribution  capability.  Since 1993,  Jefferies  has
raised over $30 billion of debt for its  clients.  In  addition,  Jefferies  has
extensive  investment  banking  capability and experience in the gaming industry
and is a leading underwriter of gaming securities.

      We are  delighted  to have  this  opportunity  to work  with  you and look
forward to assisting you with the consummation of this Debt Financing.

                                       Sincerely,

                                       JEFFERIES & COMPANY, INC.



                                       By:  /S/ M. BRENT STEVENS
                                            ------------------------------------
                                            M. Brent Stevens
                                            Managing Director

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</DOCUMENT>
