Goodman's main rivals in the race were Arnie Adamsen (a Las Vegas City Councilman) and Mark Fine (a local real estate developer).

With no candidate winning a majority in the initial round of the election, a runoff was held between the top-two finishers: Goodman and Adamsen.

[5] Also entering the race was criminal defense attorney Oscar Goodman, who had represented alleged mob members for 30 years.

[10][11] Adamsen had a number of endorsements, including the Culinary Workers Union,[12] the Howard Hughes Corporation,[13] and the Las Vegas Chamber of Commerce.

[14] Fine described himself as the "closest thing" to a Republican, and had support from several prominent locals belonging to the party, including Tom Wiesner.

[19] He criticized the condition of downtown Las Vegas, calling the Fremont Street Experience a failed redevelopment effort.

[9] A focus for Goodman was to raise developer fees as mayor, providing the city with more money to refurbish older neighborhoods.

[22][23][24] Adamsen opposed an increase in the fees, and supported the use of master planning to guide the city's growth, noting the success of Summerlin and other communities.

[25] Adamsen's top priorities as mayor would include the construction of a public monorail, as well as a long-planned high-speed train connecting to southern California.

[26] Instead of a monorail system, which was expected to cost $1.5 billion, Goodman considered the idea of using the Union Pacific Railroad to shuttle people between downtown and the Strip.

[9] Although Goodman supported the legalization of drugs and prostitution, he said he would not advocate for such changes as mayor: "I think it would offend the populace and I wouldn't do anything to ever embarrass my constituents.

Goodman later said that he supported efforts from the state legislature to overturn this law, instead making first-time offenses punishable by a $500 fine for less than an ounce of marijuana possession.

Las Vegas had worked to create a family friendly image, and Fine said that electing Goodman as mayor would send a poor message around the U.S., given his past legal representation of mobsters.

Adamsen, partly financed by taxpayer money, had made numerous trips to Asia to attract potential businesses, but his efforts failed.

[30] Fine later debuted a radio ad accusing Adamsen of using the program to raise campaign money from Koreans, in exchange for land deals.

[17][32][33] The polls prompted a change in strategy for Adamsen, who began airing negative ads against Fine and Goodman 10 days before the election.

[7] Mayor Jones did not plan to endorse either candidate, although she did express concern that Goodman, if elected, would quickly grow bored of the job.

[40] Goodman and Adamsen raised and spent more than $2 million combined on their campaigns, making 1999 the most expensive mayoral election in Las Vegas history.

[18] Adamsen's campaign fundraising slowed considerably after the initial election, and he was unable to afford additional television advertising in the weeks leading up to the runoff.