<PAGE>


                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                   FORM 10-K/A

   
                                 AMENDMENT NO. 2
    
            [X] ANNUAL REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE

                 SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                  For the fiscal year ended September 30, 1996

                                      OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                 SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

           For the transition period from inception to September 30, 1996

                        Commission file number 033-80655

                        MOHEGAN TRIBAL GAMING AUTHORITY

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARACTER)

             Non applicable                                06-143633
             ----------------------------------------------------------

             (State or other jurisdiction of           (IRS employer
            incorporation or organization)          Identification No.)

            Mohegan Sun Boulevard, P. O. Box 348, Uncasville, CT  06382
            -----------------------------------------------------------
            (address of principal executive offices)      (Zip Code)

         Registrant's telephone number, including area code (860) 204-7190

Securities Registered Pursuant to Section 12(b) of the Act: None

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 that 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    .                 
                                                  ---    ---

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of the Registrants' knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K. Yes  X   No    .
                                 ---     ---
   
The registrant hereby amends Items 1 and 8 of its Annual Report on Form 10-K 
for the year ended September 30, 1996, as filed on December 30, 1996 and as 
amended on February 18, 1997.  Items 1 and 8, as amended, are set forth 
herein in their entirety.
    

<PAGE>


                                     PART I

ITEM 1-BUSINESS

A.  GENERAL DEVELOPMENT OF BUSINESS

The Mohegan Tribal Gaming Authority (the "Authority"), established on July 15,
1995, is an instrumentality of the Mohegan Tribe of Indians of Connecticut (the
"Tribe").  The Authority is developing a gaming and entertainment facility (the
"Mohegan Sun").  The Authority's year-end is September 30.

The Authority has two major functions.  The first, delegated to the Authority's
Management Board, was to engage Trading Cove Associates ("TCA"), a Connecticut 
general partnership, to manage the development, operation, management, promotion
and construction of the Mohegan Sun and all related development.  The Management
Board consist of the nine members of the Council (the governing body of the
Tribe).  The Management Board also selects tribal representatives to a Business
Board which oversees the business aspects of the gaming operation (the "Business
Board").  The Business Board is established under the management agreement
between the Tribe and TCA (the "Management Agreement") and consists of two 
members appointed by the Tribe and two members appointed by TCA.

The second major function of the Authority is to regulate gaming.  The
Management Board appoints an independent Director of  Regulation to ensure the
integrity of the gaming operation through the promulgation and enforcement of
appropriate regulation.  The Director of Regulation serves at the pleasure of
the Management Board.  The Director of Regulation is responsible for issuance
and revocation of gaming licenses and employs a staff that is responsible for
performing background investigation into gaming license applicants.

The Tribe and the Authority have entered into a land lease ("Lease") pursuant to
which the Tribe is leasing to the Authority certain land located in southeastern
Connecticut on which the Mohegan Sun is being constructed (the "Site").  The
site is a portion of a parcel of land that has been acquired and held in trust
for the Tribe by the United States of America, with the Tribe retaining
perpetual rights to the use of the Site.

The Tribe established the Authority with the exclusive power to conduct and
regulate gaming activities for the Tribe.  Under the Indian Gaming Regulatory
Act of 1988, as amended ("IGRA"), federally recognized Indian tribes are
permitted to conduct full-scale casino gaming operations on tribal-land, subject
to, among other things, the negotiation of a tribal state compact with the
affected state.  The Tribe and the State of Connecticut have entered into such a
compact (the "Compact") that has been approved by the U.S. Secretary of the
Interior.


                                        1


<PAGE>


A.  GENERAL DEVELOPMENT OF BUSINESS CONTINUED


The Authority has engaged TCA to manage the development, construction and
operation of the Mohegan Sun.  TCA is 50% owned by Sun Cove Ltd., an affiliate
of Sun International Hotels Limited ("Sun International") and 50% owned by
Waterford Gaming, LLC.


The Authority and TCA are parties to a seven-year Gaming Facility Management
Agreement ("the Management Agreement") to provide for the management of the
Mohegan Sun.  Under the terms of the Management Agreement, the Authority has
granted TCA the exclusive right and obligation to develop, manage, operate and
maintain the Mohegan Sun and all other related facilities that are owned by 
the Authority, the Tribe or any of its instrumentalities.  Under the 
Management Agreement, TCA is authorized to enter into contracts, through the 
General Manager, relating to the operation of the Mohegan Sun; provided that 
any contracts that require expenditures of more than $25,000 in any one year 
or contracts with affiliates of TCA must be approved by the Business Board.  
TCA is required each year to submit to the Tribal Council, for its approval, 
a detailed proposed annual operating budget for the Mohegan Sun.


The Management Agreement authorizes TCA to pay itself a monthly management fee
out of "Net Revenues" (as defined below) of the Mohegan Sun.  The management fee
is expressed as a percentage of Net Revenues generated by the Mohegan Sun each
year of the agreement, beginning with 40.0% of Net Revenues up to a threshold
amount and successively declining to 35.0% and 30.0% of Net Revenues in excess
of the threshold amount.  For example, for fiscal year 1997, the annual
management fee equals the sum of 40.0% of Net Revenues up to $50.5 million,
35.0% of Net Revenues between $50.5 million and $63.2 million, and 30.0% of Net
Revenues over $63.2 million.  The management fee is paid on a monthly basis,
with each payment calculated based on 1/12th of the annual projected Net
Revenues, and then adjusted annually within 60 days of the close of the fiscal
year.  "Net Revenues" are defined as all revenues of any nature generated
directly or indirectly from operations of the Mohegan Sun (except from Class III
gaming, such as bingo), less operating expenses and certain specified categories
of revenue, such as proceeds of third party financing, proceeds from the sale of
capital assets, insurance proceeds and interest on certain bank accounts.


TCA is required to deposit all revenues it receives from the operations of the
Mohegan Sun into a deposit account, from which TCA cannot make disbursements. 
Funds are then transferred to a disbursement bank account, from which TCA makes
disbursements each month to cover operating expenses of the Mohegan Sun.  TCA
also is required to reserve additional funds each month (out of funds in excess
of any required minimum balances established by the Business Board to cover
working capital costs) to pay operating and other costs of the Mohegan Sun that
are not paid on a monthly basis, such as insurance premiums.  In addition, each
of TCA and the Authority is required to make monthly deposits into a "Reserve
Fund," which may be used to pay approved capital expenditures for the Mohegan
Sun.  Up to $3.0 million per year is required to be deposited into the Reserve
Fund, payable 60.0% by the Authority and 40% by TCA.


                                        2


<PAGE>


A.  GENERAL DEVELOPMENT OF BUSINESS CONTINUED



Under the Management Agreement, Net Revenues (less a reasonable cash 
contingency reserve for the payment of cash prizes) are required to be 
disbursed, to the extent due and payable and earned, in the following order of
priority:


     (1)   a $50,000 "Minimum Priority Payment" must be distributed to the Tribe
each month in which any gaming is conducted (even if only for part of the
month), which is chargeable against the Authority's share of Net Revenues;
provided that if Net Revenues for any month are less than the Minimum Priority
Payment, TCA is required to fund the amount of the deficiency and is entitled to
be reimbursed for such amount out of subsequent months' Net Revenues;


     (2)  current principal and other payments, including sinking funds or any
required deposits to certain reserve accounts required to be maintained under
the Indenture, due on the Senior Notes or the Subordinated Notes;


     (3)  payments to TCA for funds advanced in prior periods and reimbursement
of amounts advanced by TCA (including any Minimum Priority Payment deficiencies
funded by TCA pursuant to Item (1), above; all of which funds are charged
without interest against the Authority's share of Net Revenues);


     (4)   deposits to the Reserve Fund by the Authority and TCA; and

     (5)   payment of the management fee to TCA.


To the extent the Authority has residual Net Revenues after making the
distributions described above, the Authority is required to make distributions
to the Tribe (subject to restrictions contained in the Indenture) sufficient to
provide the Tribe a fair return on its investment, consistent with the
development and operation of a legal and profitable gaming enterprise.


The Authority is financing the development of the Mohegan Sun with the proceeds
of the sale of $175.0 million of 13.5% Senior Secured Notes due 2002 (the
"Senior Notes"), $40.0 million of Subordinated Notes due 2003 (the "Subordinated
Notes"), approximately $40.0 million available under equipment lease financing
(the "Equipment Financing") and approximately $13.0 million of senior
indebtedness available for working capital purposes (the "Working Capital
Financing").  In addition, Sun International has provided a $50.0 million
secured completion guarantee to fund any cost overruns (the "Secured Completion
Guarantee").


                                        3


<PAGE>


A.  GENERAL DEVELOPMENT OF BUSINESS CONTINUED

The site on which Mohegan Sun is being constructed (the "Site") was formerly
occupied by United Nuclear Corporation ("UNC"), a naval products manufacturer
of, among other things, nuclear reactor fuel components.


From 1990 through 1993, UNC commissioned an environmental consultant to perform
a series of environmental audits and reports on the Site.  The environmental
audits and soil sampling programs detected, among other things, volatile organic
chemicals, heavy metals and fuel hydrocarbons in the soil and groundwater. 
Extensive remediation of contaminated soils and additional investigations were
completed. UNC's facility was officially decommissioned on June 8, 1994, when
the Nuclear Regulatory Commission ("NRC") confirmed that all licensable
quantities of special nuclear material ("SNM") had been removed from the site
and that any residual SNM contamination was remediated in accordance with the
NRC approved decommissioning plan.  By letter dated March 20, 1995, the State of
Connecticut Department of Environmental Protection approved the remediation
report for the site.


Although the site currently meets all applicable federal, state and local
remediation requirements, no assurance can be given that the various
environmental reports or any other existing environmental studies with respect
to the site revealed all environmental liabilities, that any prior owners or
tenants of the Site did not create any material environmental condition not
known to the Authority, that future laws, ordinances or regulations will not
impose any material environmental liability, or that a material environmental
condition does not otherwise exist on the Site.  Future remediation may be
necessary if excavation and construction exposes contaminated soil which has
otherwise been deemed isolated and not subject to cleanup requirements.

B.  NARRATIVE DESCRIPTION OF BUSINESS

GENERAL

The Mohegan Sun is located on a heavily wooded 240-acre site on the banks of the
Thames River, in southeastern Connecticut.  The Mohegan Sun's historical
northeastern Indian theme is conveyed through architectural features and the use
of natural design elements such as timber, stone, and water.  The Mohegan Sun is
separated into four themed quadrants, each of which has its own unique entrance
and is designed to reflect a separate seasonal theme - winter, spring, summer
and fall - emphasizing the importance of the seasonal changes to tribal life. 
The approximately 625,000 square foot facility includes approximately 150,000
square feet of gaming space, and is designed to accommodate approximately 3,000
slot machines and 180 table games.  At the commencement of operation on October
12, 1996, the Authority had 2,500 slot machines and 179 table games.


                                        4


<PAGE>


GENERAL CONTINUED

The Mohegan Sun food service includes a 680-seat buffet, three specialty theme
restaurants, a coffee shop, deli and a large food court.  Multiple full-service
and floor service bars are located throughout the facility, plus a lounge with
live entertainment.  For non-gaming entertainment, the Mohegan Sun offers a
children's recreation area and child care facilities.

   
CURRENT STATUS

Although Mohegan Sun commenced operations subsequent to year-end, the final 
costs of developing, constructing, equipping and opening the Mohegan Sun have 
not been finalized.  The $318.0 million total budgeted project costs are 
based on budgets prepared by the Authority with the assistance of Sun 
International, TCA and the contractors.  The Authority has entered into a 
guaranteed maximum price contract with the general contractor, Morse Diesel 
International, for the construction of Mohegan Sun.  The final amount paid 
under such contract, however, is subject to modification based upon the 
occurrence of certain events, such as design change orders and costs 
associated with certain types of delays. The Authority (with the assistance 
of Sun International and TCA) and Morse Diesel International currently are 
negotiating whether certain costs incurred in construction of the Mohegan Sun 
are covered under the guaranteed maximum price or whether such cost increases 
are the result of change orders or other events that could result in an 
increase in the contract price above the guaranteed maximum price.  Based on 
its discussions with Morse Diesel International and a review of the claims 
made by the Authority and Morse Diesel International, the Authority believes 
that ultimate resolution of the total costs in dispute could result in Morse 
Diesel International refunding $2.0 million to the Authority, or in the 
Authority paying an additional amount of not more than $8.0 million to Morse 
Diesel International.  TCA and Morse Diesel International must review disputed 
amounts on a line-by-line basis, to determine whether all or some of such 
costs, in whole or in part, are covered by the guaranteed maximum price, and 
resolution regarding some disputed amounts are likely to affect resolution of 
other disputed amounts.  The resolution of all or some of these issues in 
favor of Morse Diesel International may result in the final cost of Mohegan 
Sun exceeding its current budget. Based upon its review of the budget and the 
open cost items, and its assessment that resolution of the Morse Diesel 
International dispute will result in the Authority obtaining a refund or 
paying less than an additional $8.0 million, the Authority believes that the 
final, total cost of developing, constructing, equipping and opening the 
Mohegan Sun will not exceed the sum of the proceeds from the sale of the 
Senior Notes and the Subordinated Notes, amounts available under the Secured 
Completion Guarantee, the Equipment Financing and the Working Capital 
Financing and cash flow from operations. However, there is no assurance that 
such costs will not exceed budgeted amounts. As of December 4, 1996, the 
Authority has drawn $42.0 million under the Secured Completion Guarantee and 
issued additional subordinated notes to Sun International in principal amount 
equal to the amount of the draw.  The Authority may not obligate itself to 
pay development costs in excess of $325.0 million without the further consent 
of the National Indian Gaming Commission (the "NIGC").  In the event the 
resolution of the issues with  Morse Diesel International result in total 
development costs being in excess of $325.0 million, the Authority would 
require the consent of the NIGC, and there can be no assurances such consent 
would be given.

                                        5
    

<PAGE>


SEASONALITY

Mohegan Sun currently operates in an industry which reflects the conditions that
the seasons bring to Connecticut.  The volume tends to peak in spring and summer
as tourists come to the east coast, while fall and winter seasons tend to
decline slightly as the climate changes.


COMPETITIVE CONDITIONS

Because Mohegan Sun is marketed primarily to the day-trip customer, it competes
primarily with other casinos within 150 miles and, to a lesser extent, with
casinos in Atlantic City, New Jersey.  Currently, Foxwoods is the only casino in
operation within 150 miles of Mohegan Sun site.  Foxwoods is located
approximately 10 miles from the Mohegan Sun site and is currently the largest
gaming facility in the United States in terms of the number of  slot machines.


Currently, outside Atlantic City, New Jersey, casino gaming in the northeastern
United States may be conducted only by federally recognized Indian tribes
operating under IGRA.  In addition to the Pequot Tribe, which operates Foxwoods,
a federally recognized tribe in Massachusetts is seeking to establish gaming
operations in its state.  The Oneida Tribe and the Mohawk Tribe, which operate
gaming facilities in upstate New York, are seeking to expand their operations. 
In addition, a number of Indian tribes in New England are seeking federal
recognition in order to establish gaming operations.  The Authority cannot
predict whether any of these tribes will be successful in establishing gaming
operations and, if established, whether such gaming operations will have a
material adverse effect on the proposed operations of Mohegan Sun.

In addition, a number of states, including Connecticut, have investigated
legalizing casino gaming by non-Indians in one or more locations.  In November
1995, the Connecticut state legislature rejected a proposal submitted by the
Pequot Tribe to develop a casino in Bridgeport, Connecticut.  The Pequot
proposal has been submitted in response to a request for proposals made by the
State of Connecticut.  Under the Compact, the Authority believes that if
Connecticut were to legalize any gaming operations other than pursuant to IGRA
(i.e., by an Indian tribe on Indian land) with slot machines or other commercial
casino games, the Mohegan Tribe would no longer be required to make payments to
the State of Connecticut related to slot machine revenues (see Note 6 to
Financial Statements).  The Authority is unable to predict whether the
Connecticut state legislature will accept any other casino proposal and, if such
proposal results in a casino being constructed and opened, whether such casino
will have a material adverse effect on Mohegan Sun.


                                        6


<PAGE>
   
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    

                                 INDEX TO FINANCIAL STATEMENTS

Report of Independent Public Accountants                           F-1

Balance Sheets of Mohegan Tribal Gaming Authority as of
  September 30, 1996 and 1995                                      F-2-F-3

Statement of Cash Flows of Mohegan Tribal Gaming Authority
  as of September 30, 1996 and 1995                                F-4

Notes to Financial Statements of Mohegan Tribal Gaming Authority   F-5-F-13


                                       7

<PAGE>

                         REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Mohegan Tribal Gaming Authority:

We have audited the accompanying balance sheets of the Mohegan Tribal Gaming 
Authority (a development state entity) as of September 30, 1996 and 1995, and 
cash flows for the period of inception (July 15, 1995) to September 30, 1996. 
These financial statements are the responsibility of management. Our 
responsibility is to express an opinion on these financial statements based 
on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation. We believe that our audits provide a 
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of the Mohegan Tribal Gaming 
Authority as of September 30, 1996 and 1995, and its cash flows for the 
period from inception (July 15, 1995) to September 30, 1996, in conformity 
with generally accepted accounting principles.

                                ARTHUR ANDERSEN LLP

Hartford, Connecticut
November 27, 1996

                                       F-1
<PAGE>

                          MOHEGAN TRIBAL GAMING AUTHORITY
                          -------------------------------
                                  BALANCE SHEETS
                                  --------------
                  AS OF SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995
                  -----------------------------------------------
                                  (in thousands)
                                  --------------

            ASSETS                         SEPTEMBER 30,        SEPTEMBER 30,
            ------                             1996                  1995
                                               ----                  ----

CURRENT ASSETS:
 Cash                                        $  7,437             $   --
 Restricted cash                                5,100              213,300
 Deposits                                       5,900                 --
 Inventory                                        819                 --
 Other current assets                           2,135                 --
                                             --------             --------
    Total Current Assets                       21,391              213,300
                                             --------             --------


CAPITALIZED PROPERTY COSTS:
 Deferred lease cost                           30,081                 --
 Leasehold interest under construction        220,578                 --
 Furniture, fixture & equipment                14,259                 --
                                             --------             --------
    Total Capitalized Property
    Costs                                     264,918                 --
                                             --------             --------


OTHER ASSETS:
 Pre-opening costs                             11,186                 --
 Deferred financing costs                       9,286               11,352
 Organizational costs                             700                  700
                                             --------             --------
     Total Other Assets                        21,172               12,052
                                             --------             --------
     Total Assets                            $307,481             $225,352
                                             --------             --------
                                             --------             --------




The accompanying notes to financial statements are an integral part of these 
statements.


                                      F-2

<PAGE>

                          MOHEGAN TRIBAL GAMING AUTHORITY
                          -------------------------------
                                  BALANCE SHEETS
                                  --------------
                  AS OF SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995
                  -----------------------------------------------
                                  (in thousands)
                                  --------------

            LIABILITIES                    SEPTEMBER 30,        SEPTEMBER 30,
            -----------                        1996                  1995
                                               ----                  ----

CURRENT LIABILITIES:
 Construction retainage                      $  9,738             $   --
 Current maturities of long-term debt             250                 --
 Accounts payable                              33,077               10,352
 Accrued interest                              15,232                 --
 Accrued liabilities                            1,208                 --
 Credit line                                    4,749                 --
 Other current liabilities                        227                 --
                                             --------             --------
     Total Current Liabilities                 64,481               10,352
                                             --------             --------


COMMITMENTS AND CONTINGENCIES (SEE NOTE 5)


NON-CURRENT LIABILITIES:
 Senior notes                                 175,000              175,000
 Subordinated notes                            67,000               40,000
 Other long-term debt, net of
  current maturities                            1,000                 --
                                             --------             --------
     Total Non-Current Liabilities            243,000              215,000
                                             --------             --------
     Total Liabilities                       $307,481             $225,352
                                             --------             --------
                                             --------             --------





















The accompanying notes to financial statements are an integral part of these 
statements.


                                      F-3

<PAGE>

                          MOHEGAN TRIBAL GAMING AUTHORITY
                          -------------------------------
                              STATEMENT OF CASH FLOW
                              ----------------------
                  FOR THE PERIOD FROM INCEPTION (JULY 15, 1995)
                  ---------------------------------------------
                            THROUGH SEPTEMBER 30, 1996
                            --------------------------
                                  (in thousands)
                                  --------------

PRE-OPENING ACTIVITIES:
 Increase in inventory                                  $    (819)
 Increase in deposits                                      (5,900)
 Increase in other current assets                          (2,135)
 Increase in construction retainage                         9,738
 Increase in accounts payable                              33,077
 Increase in accrued liabilities and interest              16,440
 Increase in other current liabilities                        727
                                                        ---------
     Net cash provided by pre-opening activities           51,128
                                                        ---------


INVESTING ACTIVITIES
 Deferred lease cost                                      (30,081)
 Leasehold interest under construction                   (220,578)
 Net equipment additions                                  (14,259)
 Pre-opening costs                                        (11,186)
 Deferred financing costs                                  (9,286)
 Organizational costs                                        (700)
                                                        ---------
     Net cash used in investing activities               (286,090)
                                                        ---------


FINANCING ACTIVITIES:
 Proceeds from issuance of long-term debt                 247,499
                                                        ---------
     Net cash provided by financing activities            247,499
                                                        ---------
     Net increase in cash  and cash equivalents            12,537
                                                        ---------
     
CASH AND CASH EQUIVALENTS, at beginning of period           --
                                                        ---------
CASH AND CASH EQUIVALENTS, at end of period                12,537
                                                        ---------
                                                        ---------

SUPPLEMENTAL INFORMATION:

 INTEREST PAID                                          $ 14,925
                                                        ---------
                                                        ---------


The accompanying notes to financial statements are an integral part of these 
statements.



                                      F-4


<PAGE>

NOTES TO FINANCIAL STATEMENT OF MOHEGAN TRIBAL GAMING AUTHORITY:
----------------------------------------------------------------

1. GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNT POLICIES:
-------------------------------------------------------------------

The Mohegan Tribal Gaming Authority (the "Authority"), established on July 15, 
1995, is an instrumentality of the Mohegan Tribe of Indians of Connecticut 
(the "Tribe"). The Authority is developing a gaming and entertainment facility 
(the "Mohegan Sun"). The Authority's year-end is September 30.

The Tribe and the Authority have entered into a land lease ("Lease") (see 
Note 3) pursuant to which the Tribe is leasing to the Authority certain land 
located in southeastern Connecticut on which the Mohegan Sun is being 
constructed (the "Site"). The Site is a portion of a parcel of land that has 
been acquired and held in trust for the Tribe by the United States of 
America, with the Tribe retaining perpetual rights to the use of the Site.

The Tribe established the Authority with the exclusive power to conduct and 
regulate gaming activities for the Tribe. Under the Indian Gaming Regulatory 
Act of 1988, as amended ("IGRA"), federally recognized Indian tribes are 
permitted to conduct full-scale casino gaming operations on tribal-land, 
subject to, among other things, the negotiation of a tribal state compact 
with the affected state. The Tribe and the State of Connecticut have entered 
into such a compact (the "Compact") that has been approved by the Secretary 
of the Interior.

The Authority has engaged Trading Cove Associates ("TCA") to manage the 
development, construction and operation of the Mohegan Sun. TCA is 50% owned 
by Sun Cove, an affiliate of Sun International Hotels Limited ("Sun 
International"), and 50% by Waterford Gaming, LLC.

The Authority is financing the development of the Mohegan Sun with the 
proceeds of the sale of senior notes, subordinated notes and equipment and 
working capital financing as described in Note 2. The total cost of 
development and construction of Mohegan Sun and working capital is estimated 
to be $318 million, all of which has been obtained as of the balance sheet 
date as follows (000's):

     Senior Notes                   $175,000
     Subordinated Notes               40,000
     Subordinated Notes: Secured      
       Completion Guarantee           50,000
     Working Capital Financing        13,000
     Equipment Financing              40,000
                                    --------

                                    $318,000
                                    --------
                                    --------

                                      F-5

<PAGE>

The Secured Completion Guarantee provides that, subject to certain 
qualifications, Sun International will provide up to $50.0 million to fund 
any cost overruns incurred in connection with the construction, development, 
equipping and opening of the Mohegan Sun. The Guarantee terminates on 
September 30, 1997, or, if certain other criteria are met as agreed upon by 
the Authority and Sun International. Any draws on the Guarantee are evidenced 
by additional subordinated notes issued by the Authority to Sun 
International. These additional subordinated notes will bear interest at the 
prime rate plus 1% and are payable under the same terms as the subordinated 
notes (see Note 2).

USE OF ESTIMATES IN THE PRESENTATION OF FINANCIAL STATEMENTS -
--------------------------------------------------------------

The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the reported amounts of assets and liabilities and disclosure of 
contingent assets and liabilities at the date of the financial statements. 
Actual results could differ from those estimates.

FAIR VALUE OF FINANCING INSTRUMENTS -
-------------------------------------

The Authority's carrying amount of financial instruments including cash, 
payables and debt, approximate fair market value.

DEVELOPMENT STAGE ENTERPRISE -
------------------------------

The Authority is classified as a Development Stage enterprise as defined by 
Statement of Financial Accounting Standards No. 7.

CASH EQUIVALENTS -
------------------

For purposes of the Financial Statements, the Authority has considered all 
investments with maturities of three months or less to be cash equivalents.

RESTRICTED CASH
---------------

Included in restricted cash are approximately $850,000 held as collateral for 
road construction permits and land required for the completion of the 
Authority's roadway access and approximately $4.3 million in working capital 
for the impressment of the slot machines.


                                      F-6

<PAGE>

DEPOSITS AND OTHER CURRENT ASSETS
---------------------------------

The Authority has expended approximately $5.9 million in deposits for items 
relating to the development of the Mohegan Sun that will be refunded in full 
during the first quarter of fiscal 1997.

INVENTORIES
-----------

Inventories of provisions and supplies are carried at the lower of cost 
(weighted average) or market.

CAPITALIZED PROPERTY COSTS -
----------------------------

Capitalized property costs consist of (i) deferred lease costs related to the 
payment made by the Authority on behalf of the Tribe for the acquisition of 
the Site, (ii) leasehold interest costs which represent costs incurred 
through the balance sheet date for the construction of the Mohegan Sun and 
(iii) equipment (primarily furniture and computers) that are being used in 
connection with the pre-opening activities of the Authority. Upon the 
commencement of operations, these costs will be depreciated or amortized, as 
applicable, on a straight-line basis over the following estimated useful 
lives:

      Deferred lease cost               50 years
      Leasehold interest cost           40-50 years
      Equipment                         5-7 years

DEFERRED LEASE COST -
---------------------

Deferred lease cost consists of the following (000's):

      Acquisition cost of the site      $28,581
      Acquisition cost of additional
       parcel                             1,500
                                        -------
                                        $30,081
                                        -------
                                        -------

The Site and the additional parcel were acquired from third parties unrelated 
to the Tribe or the Authority. The Authority will not be reimbursed by the 
Tribe for these payments.

OTHER ASSETS -
--------------

Other assets consist of pre-opening, deferred financing and organization 
costs. Pre-opening costs are mainly payroll and related benefits and general 
office overhead incurred through the balance sheet date. Deferred financing 
costs have been incurred in connection with the issuance of the senior notes 
and the subordinated notes. Organization costs represent primarily legal 
costs incurred in the organization of the Authority.

                                       F-7


<PAGE>

Beginning on the opening date of the Mohegan Sun, these costs will be 
amortized on a straight-line basis over the following estimated useful lives:

     Pre-opening costs                  12 months
     Deferred financing costs           7 years
     Organization costs                 5 years

RETAINAGE
---------

Retainage consists of amounts withheld from construction draws for the 
General and Infrastructure contractor to ensure adequate performance and 
completion of the development of Mohegan Sun and is expected to be remitted 
in the 1997 fiscal year.

2. DEBT
-------

A.  The Authority has issued $175 million in Senior Notes due 2002 (the 
"Senior Notes") with fixed interest payable at a rate of 13-1/2% per annum 
and Cash Flow Participation Interest in an aggregate amount of 5.0% of the 
Authority's Cash Flow up to a limit, during any two consecutive semi-annual 
periods, ending September 30, of $250 million of the Authority's Cash Flow. 
Fixed interest is payable semi-annually and commenced May 15, 1996. No Cash 
Flow Participation Interest shall be payable with respect to any period prior 
to the earlier of the first day the Mohegan Sun commences operations or 
October 31, 1996. The aggregate amount of Cash Flow Participation Interest 
payable will be reduced pro rata for reductions in outstanding principal 
amount of Senior Notes. The payment of Cash Flow Participation Interest may 
be deferred if the Authority's Fixed Charge Coverage Ratio (as defined) is 
less than 2 to 1. The Senior Notes are redeemable at set prices as set forth 
in the Senior Notes after November 15, 1999, at the option of the Authority. 
Upon the occurrence of certain events (as specified in the Indenture for the 
Senior Notes) each holder of Senior Notes can require the Authority to 
repurchase the notes at prices specified in the Senior Notes. Beginning with 
fiscal year ending September 30, 1997, the Authority will be required, under 
certain circumstances, to offer to purchase, at set prices, certain amounts 
of Senior Notes then outstanding.

B.  The Authority has obtained $67.0 million of subordinated financing from 
Sun International and Waterford Gaming LLC in the form of two notes. The 
first note for $40.0 million (Subordinated Notes) bears interest at 15% per 
year, paid semi-annually. The second note for $27.0 million (Secured 
Completion Guarantee) bears interest at 1% over prime. Both are due 2003; 
however, principal cannot be paid until the Senior Notes have been paid in 
full, unless certain conditions are met.

C.  The Authority has obtained a mortgage note payable of approximately $1.3 
million from a local bank to fund property purchased for the development of 
Mohegan Sun payable in yearly payments of $250,000 for 5 years.

                                       F-8
<PAGE>

D.  The Authority has obtained two lines of credit totaling $13.0 million. 
The line of credit for $12.5 million, obtained from Fleet Bank, offers LIBOR 
and Base rate options (9.25% as of September 30, 1996). The maximum 
borrowings under the Fleet line of credit shall be reduced by $2,000,000 on 
April 1, 1997 and by an additional $2,000,000 on each one month anniversary 
date thereafter. The second line of credit for $500 thousand was obtained 
from Norwich Savings bears interest at a rate of 7 3/4%. As of September 30, 
1996, $4.8 million was outstanding under both lines of credit. These amounts 
were used for the impressment of slot machines and Bingo operations.

Long-term debt consists of the following(000's):

Senior Secured Notes (A)                     $175,000
Subordinated Notes (B)                         67,000
Mortgage Note Payable (C)                       1,250
Line of Credit (D)                              4,749
                                             --------
  Total Debt                                  247,999

Less Current Maturities                         4,999
                                             --------
                                             $243,000
                                             --------
                                             --------

The above described debt is secured by substantially all the assets of the 
Authority.

                     REPAYMENTS OF DEBT FOR NEXT FIVE YEARS

Year ending
September 30,                               Amounts
-------------                               -------
                                            (000's)

   1997                                    $  4,999
   1998                                         250
   1999                                         250
   2000                                         250
   2001                                         250
THEREAFTER                                  242,000
                                           --------
                                           $247,999
                                           --------
                                           --------

The ability of the Authority to meet its debt service requirements will be 
entirely dependent upon the completion and future successful performance of 
the Mohegan Sun, which is subject to financial, economic, political, 
competitive, and other factors, many of which are beyond the Authority's 
control.

                                     F-9

<PAGE>

The amount of interest capitalized in leasehold interest under construction 
on the balance sheet for the period from inception to September 30, 1996, was 
approximately $30.2 million.

3.  LEASE AGREEMENTS-
---------------------

As discussed in Note 1, the Authority has entered into a Lease with the Tribe 
with respect to the Site. The initial term of the Lease is 25 years, with an 
option to extend the term for an additional 25 years provided that the 
Authority is not in default under the Lease. The Lease also provides that all 
improvements constructed on the Site will become the property of the Tribe 
and subject to the Lease. The Lease is a net Lease requiring that the 
Authority be responsible for all costs of operating, constructing, 
maintaining, repairing, replacing and insuring the leased property, plus 
paying the Tribe an annual rent of $1.00. In addition to the rent, the 
Authority has used the proceeds from the issuance of the Subordinated Notes, 
described in Note 2, to acquire the Site on behalf of the Tribe. Due to 
these payments and other terms of the Lease described above, expenditures 
made by the Authority in connection with the acquisition of the Site and the 
Additional Parcel have been recorded as deferred lease costs. These deferred 
lease costs will be amortized on a straight-line basis over the term of the 
Lease, plus the option period (a total of 50 years). The leasehold interest 
will be amortized on a straight-line basis over the estimated life of the 
buildings (40 years).

The Authority leases various equipment and vehicles under operating 
leases. Future minimum lease payments under the noncancelable operating 
leases are as follows:

                                     Amounts
                                     -------
                                     (000's)

1997                                 $3,664
1998                                  3,650
1999                                  3,421
2000                                  3,041
Thereafter                             -0-
                                    --------
                                    $13,776
                                    ========


4.  INCOME TAXES-
-----------------

The Tribe is an "Indian Tribal Government" within the meaning of sections 
7701(a)(40) and 7871 of the Internal Revenue Code of 1986, as amended. As 
such, the Authority has tax-exempt status with respect to federal and state 
income and certain excise taxes.

                                     F-10
<PAGE>

5.  COMMITMENTS AND CONTINGENCIES:
----------------------------------

The Tribe, by itself and acting through the Authority, and TCA have entered 
into an Amended and Restated Gaming Facility Development and Construction 
Agreement ("the Construction Agreement") providing for the design, 
construction, furnishing and site development of the Mohegan Sun by TCA. The 
total cost of the Mohegan Sun as outlined in the Construction Agreement, is 
not to exceed $325 million. The Tribe has assigned its rights and obligations 
in the Agreement to the Authority.

The Tribe has entered into a seven-year Amended and Restated Gaming Facility 
Management Agreement ("the Management Agreement") with TCA to provide for the 
management of the Mohegan Sun. Under the terms of the Management Agreement, 
the Tribe has granted TCA the exclusive right and obligation to develop, 
manage, operate and maintain the Mohegan Sun and all other related facilities 
that are owned by the Tribe or any of its instrumentalities. The Management 
Agreement authorizes TCA to pay itself a monthly management fee from the 
Mohegan Sun's net revenues (as defined). The management fee under the 
Management Agreement is expressed as a percentage of net revenues, which 
ranges from 30% to 40%, depending on the level of the net revenues generated 
by the Mohegan Sun. The Tribe has assigned its rights in and delegated its 
obligations under the Management Agreement to the Authority.

   
The Authority has entered into a guaranteed maximum price contract with 
the general contractor, Morse Diesel International, for the construction of 
the Mohegan Sun. The final amount paid under such contract, however, is 
subject to modification based upon the occurrence of certain events, such as 
design change orders and costs associated with certain types of delays. The 
Authority and Morse Diesel International currently are negotiating whether 
certain costs incurred in construction or the Mohegan Sun are covered under 
the guaranteed maximum price or whether such cost increases are the result of 
change orders or other events that could result in an increase in the 
contract price above the guaranteed maximum price.  Based on its discussions 
with Morse Diesel International and a review of the claims made by the 
Authority and Morse Diesel International, the Authority believes that 
ultimate resolution of the total costs in dispute could result in Morse 
Diesel International refunding $2.0 million to the Authority, or in the 
Authority paying an additional amount of not more than $8.0 million to Morse 
Diesel International.  The resolution of all or some of these issues in favor 
of Morse Diesel International may result in the final cost of Mohegan Sun 
exceeding its current budget. Based upon its review of the budget and the 
open cost items, and its assessment that resolution of the Morse Diesel 
International dispute will result in the Authority obtaining a refund or 
paying less than an additional $8.0 million, the Authority believes that the 
final, total cost of developing, constructing, equipping and opening the 
Mohegan Sun will not exceed the sum of the proceeds from the sale of the 
Senior Notes and the Subordinated Notes and amounts available under the 
Secured Completion Guarantee, the Equipment Financing and the Working Capital 
Financing. However, there is no assurance that such costs will not exceed 
budgeted amounts. As of December 4, 1996, the Authority has drawn $42 million 
under the Secured Completion Guarantee and issued additional subordinated 
notes to Sun International in principal amount equal to the amount of the 
draw. The Authority may not obligate itself to pay development costs in 
excess of $325 million without the further consent of the National Indian 
Gaming Commission (the "NIGC"). In the event the resolution of the issues 
with Morse Diesel International result in total development costs 

                                      F-11
    

<PAGE>

being in excess of $325 million, the Authority would require the consent of 
the NIGC, and there can be no assurances such consent would be given.

The Authority has established a Cash Maintenance Account as a way of 
accumulating funds to protect the Bond Holders in the event of a default. For 
the calendar years ended 1997-2001, the annual deposit required is $6.0 
million per year and thereafter, such amount necessary to keep at least $36.0 
million in the Cash Maintenance Account.

The Authority also has established an Interest and Excess Cash Flow Account 
into which it must place the fixed interest accrued during each month on the 
Senior Debt and the Subordinated Debt, 50% of the Excess Cash Flow (as 
defined) generated by the Mohegan Sun in the previous month and the Cash Flow 
Participating interest accrued for the prior month. These amounts are to be 
used to pay current interest and to provide funds for redemption of Senior 
Debt as provided in the Indenture. If the Senior Debt holders decline 
redemption, these funds may be used to redeem the subordinated debt, with any 
remaining balance available for distribution to the Tribe.

The Authority shall also make a minimum monthly payment to the Tribe of 
$50,000. In addition, the Authority may make a monthly payment to the Tribe 
with respect to net revenues (as defined), generated by the Mohegan Sun in 
the preceding month. Such amount shall only be made after certain other 
minimum Priority Payments and required deposits in to certain reserve 
accounts (as defined) have been made. No payments have been made or are due 
as of September 30, 1996.

6. COMPACT WITH THE STATE OF CONNECTICUT
----------------------------------------

The Tribe's Compact with the State of Connecticut stipulates that a portion 
of the revenues earned on slot machines will be paid to the State of 
Connecticut. For each twelve-month period commencing July 1, 1995, the 
minimum contribution of the Tribe to the State of Connecticut shall be the 
lesser of (a) 30% of gross revenues from slot machines, or (b) the greater of 
(i) 25% of gross revenues from slot machines or (ii) $80,000,000. These 
payments will not be required if the State of Connecticut legalizes any other 
gaming operations with slot machines to be operated in the State of 
Connecticut (other than on certain Indian lands). No payments have been made 
or are due as of September 30, 1996.

7. TOWN OF MONTVILLE
--------------------

The Tribe has entered into an agreement with the Town of Montville, 
Connecticut (the "Town") pursuant to which the Tribe has agreed to pay to the 
Town (i) an annual payment of $500,000 to compensate the Town for the 
financial impact of removing the Site from the Town's tax rolls and 
jurisdiction and (ii) a one-time fee of $3.0 million to make improvements to 
the Town's water system, which improvements are necessitated by the 
development and operation of the Mohegan Sun. The one-time payment is due 

                                      F-12

<PAGE>

and the annual payments commence one year after the commencement of slot 
machine gaming activities.

It is anticipated that these payments will be made by the Authority on behalf 
of the Tribe. When that occurs, the one-time fee of $3.0 million for 
improvement of the Town's water system will be capitalized as part of 
leasehold interest (see Note 3), while the annual payments of $500,000 will be 
treated as operating expenses of the Authority since they are effectively in 
lieu of property taxes that would be the responsibility of the Authority 
under the Lease. It is not anticipated that the Tribe will reimburse the 
Authority for these payments.

8. SUBSEQUENT EVENTS
--------------------

As of September 30, 1996, the Authority has entered into or is negotiating 
various commitments to obtain (through purchase or under capital or operating 
leases) approximately $56.9 million worth of assets. Also, the Authority has 
drawn down an additional $6 million on the working capital line of credit 
subsequent to September 30, 1996.


Mohegan Sun plans on implementing a 401(k) plan during the second quarter of 
fiscal 1997.

Mohegan Sun opened to the general public on October 12, 1996.



                                      F-13

<PAGE>

   

                                   SIGNATURES


     Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, as amended, the Mohegan Tribal Gaming Authority has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on March 6, 1997.

                         MOHEGAN TRIBAL GAMING AUTHORITY




                         By:    /s/ Roland Harris
                               -------------------------------------------
                               Roland Harris,
                               Chairman, Management Board, Duly Authorized


     Pursuant to the Requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed by the following persons on behalf of the
registrant and in the capacities indicated on March 6, 1997.

    
Signature                                    Title
---------                                    -----


  /s/ Mark Brown                        Member, Management Board
-----------------------------
Mark Brown



  /s/ Jayne Fawcett                     Vice Chair and 
-----------------------------           Member, Management Board
Jayne Fawcett


  /s/ Carlisle Fowler                   Treasurer and
-----------------------------           Member Management Board
Carlisle Fowler


  /s/ Courtland Fowler                  Member, Management Board
-----------------------------
Courtland Fowler


                                        11
<PAGE>

Signature                                    Title
---------                                    -----

  /s/ Roland Harris                     Chairman and Member,
-----------------------------           Management Board
Roland Harris                           (Principal Executive Officer)


  /s/ Loretta Roberge                   Corresponding Secretary
-----------------------------           and Member, Management Board  
Loretta Roberge


  /s/ Maynard Strickland                Member, Management Board
-----------------------------
Maynard Strickland



  /s/ Shirley Walsh                     Recording Secretary and
-----------------------------           Member, Management Board
Shirley Walsh



  /s/ Jeffrey E. Hartmann               Senior Vice President of Finance,
-----------------------------           Chief Financial Officer (Principal
Jeffrey E. Hartmann                     Financial and Accounting Officer)



  /s/ Glenn LaVigne                     Member, Management Board
-----------------------------
Glenn LaVigne


                                        12