UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

     [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended: 9/30/2000

                                       or

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         For the transition period from __________ to __________

         Commission file number: 333-17795-01



                         WATERFORD GAMING FINANCE CORP.
                         -------------------------------
             (Exact name of Registrant as specified in its charter)


                  Delaware                         06-1485836
       --------------------------------       --------------------
       (State or other jurisdiction of         (I.R.S. Employer
        incorporation or organization)         Identification No.)


       914 Hartford Turnpike, P.O. Box 715
               Waterford, CT                          06385
    ------------------------------------------      ----------
     (Address of Principal Executive Offices)       (Zip Code)

Registrant's telephone number, including area code (860)442-4559

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 .




                         WATERFORD GAMING FINANCE CORP.
                               INDEX TO FORM 10-Q

                                                                   Page
                                                                   Number

PART I -- FINANCIAL INFORMATION
-------------------------------

ITEM 1 -- Financial Statements

Report of Independent Accountants                                     1

Financial Information                                                 2

Condensed Balance Sheets of Waterford Gaming Finance Corp.
as of September 30, 2000 (unaudited) and December 31, 1999            3

Condensed Statements of Operations of Waterford Gaming Finance
Corp. for the three months and nine months ended September 30,
2000 (unaudited) and September 30, 1999 (unaudited)                   4

Condensed Statements of Cash Flows of Waterford Gaming Finance
Corp. for the nine months ended September 30, 2000 (unaudited)
and September 30, 1999 (unaudited)                                    5

Notes to Condensed Financial Statements for Waterford
Gaming Finance Corp. (unaudited)                                      6

Item 2 -- Management's Discussion and Analysis of Financial
          Condition and Results of Operations                         7

Item 3 -- Quantitative and Qualitative Disclosures about
          Market Risk                                                 7

PART II -- OTHER INFORMATION
----------------------------

Item 1 -- Legal Proceedings                                           7
Item 2 -- Changes in Securities                                       8
Item 3 -- Defaults upon Senior Securities                             8
Item 4 -- Submission of Matters to a Vote of Security Holders         8
Item 5 -- Other Information                                           8
Item 6 -- Exhibits and Reports on Form 8-K                            8

Signatures - Waterford Gaming Finance Corp.                           9





                        Report of Independent Accountants
                        ---------------------------------


To the Stockholder of Waterford Gaming Finance Corp.:

We have reviewed the  accompanying  condensed  balance sheet of Waterford Gaming
Finance  Corp.  (the  "Company")  as of  September  30,  2000,  and the  related
condensed statements of operations and retained earnings  (deficit)for the three
months  and nine  months  ended  September  30,  2000  and 1999 and the  related
condensed  statements of cash flows for the nine months ended September 30, 2000
and 1999.  These financial  statements are the  responsibility  of the Company's
management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America,  the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying  condensed interim financial  statements for them to
be in conformity with  accounting  principles  generally  accepted in the United
States of America.

We previously  audited, in accordance with auditing standards generally accepted
in the United States of America,  the balance sheet as of December 31, 1999, and
the related statements of operations and retained earnings (deficit) and of cash
flows for the year then ended (not  presented  herein);  and in our report dated
March  9,  2000,  we  expressed  an  unqualified   opinion  on  those  financial
statements.  In our  opinion,  the  information  set  forth in the  accompanying
condensed  balance  sheet as of December  31,  1999,  is fairly  stated,  in all
material  respects,  in  relation  to the  balance  sheet from which it has been
derived.

PricewaterhouseCoopers, LLP

November 6, 2000

                                       1



PART I -- FINANCIAL INFORMATION
-------------------------------

Item 1 -- Financial Statements

The unaudited condensed financial information as of September 30, 2000 and 1999,
and for the three  months and nine  months  ended  September  30, 2000 and 1999,
included in this report was reviewed by PricewaterhouseCoopers, LLP, independent
public accountants, in accordance with the professional standards and procedures
established  for such  reviews by the American  Institute  of  Certified  Public
Accountants.

                                       2



                         WATERFORD GAMING FINANCE CORP.

                            CONDENSED BALANCE SHEETS

              September 30, 2000 (Unaudited) and December 31, 1999
                                   -----------


                                    September 30,        December 31,
                                        2000                 1999
                                    ------------         ------------

        ASSETS

Cash                                   $  100                $  100
                                       ======                ======

        STOCKHOLDER'S EQUITY

Stockholder's equity:
  Common stock, $.01 par value;
    1,000 shares authorized, issued
      and outstanding                  $   10                $   10
  Additional paid-in capital               90                    90
  Retained earnings (deficit)              --                    --
                                       ------                ------
    Total stockholder's equity         $  100                $  100
                                       ======                ======


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

                                       3


                         WATERFORD GAMING FINANCE CORP.

       CONDENSED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)

          for the three months and nine months ended September 30, 2000
                             and September 30, 1999

                                               (Unaudited)
                                               -----------

<TABLE>
<S>                                      <C>               <C>              <C>               <C>
                                          For the three     For the three     For the nine      For the nine
                                           months ended      months ended     months ended      months ended
                                          Sept. 30, 2000    Sept. 30, 1999   Sept. 30, 2000    Sept. 30, 1999
                                            -----------       -----------      -----------       -----------

Revenue                                        $  --             $  --            $  --             $  --

Expenses                                          --                --               --                --
                                               -----             -----            -----             -----

Net income (loss)                                 --                --               --                --

Retained earnings (deficit),
  beginning of period                             --                 --              --                --

                                               -----              -----           -----             -----
Retained earnings (deficit),
  end of period                                $  --              $  --           $  --             $  --
                                               =====              =====           =====             =====


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

</TABLE>

                                       4



                         WATERFORD GAMING FINANCE CORP.

                       CONDENSED STATEMENTS OF CASH FLOWS

       for the nine months ended September 30, 2000 and September 30, 1999

                                   (Unaudited)
                                   ----------


                                       For the nine          For the nine
                                       months ended          months ended
                                    September 30, 2000    September 30, 1999
                                       -------------         -------------

Cash flows from operating activities:
   Net income (loss)                       $  --                 $  --
                                           -----                 -----
   Net cash provided by operating
     activities                               --                    --
                                           -----                 -----

   Net increase in cash                       --                    --

   Cash at beginning of period               100                   100
                                           -----                 -----

   Cash at end of period                   $ 100                 $ 100
                                           =====                 =====



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


                                       5



                         WATERFORD GAMING FINANCE CORP.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                   (Unaudited)
                                   ----------


1.  Basis of Presentation:

The  unaudited  condensed  interim  financial  statements  have been prepared in
accordance with the policies  described in Waterford Gaming Finance Corp.'s (the
"Company") 1999 audited  financial  statements and should be read in conjunction
with the Company's 1999 audited financial statements within the Company's Annual
Report for the fiscal  year ended  December  31, 1999 on Form 10-K as filed with
the Securities and Exchange  Commission (the "Commission") File No. 333-17795-01
on March 27, 2000. The condensed  balance sheet at December 31, 1999,  contained
herein, was derived from audited financial statements,  but does not include all
disclosures  contained  in the Form  10-K and  required  by  generally  accepted
accounting principles.

The  unaudited  condensed  interim  financial   statements  include  normal  and
recurring  adjustments  which,  are in the opinion of  management,  necessary to
present a fair statement of financial position as of September 30, 2000, and the
results of operations and retained  earnings  (deficit) for the three months and
nine months ended September 30, 2000 and of cash flows for the nine months ended
September  30, 2000.  Results of operations  for the period are not  necessarily
indicative of the results to be expected for the full year.

The Company is a wholly-owned subsidiary of Waterford Gaming, L.L.C. ("Gaming").
Effective as of May 15, 1997,  the Company  functioned  as a co- issuer with its
parent,  Gaming,  to issue $65 Million  12-3/4%  senior notes  payable (the "$65
Million  Senior  Notes").  The $65 Million Senior Notes were redeemed as part of
the Company's  and Gaming's $125 Million  9-1/2% senior notes (the "$125 Million
Senior Notes") offering which was completed on March 17, 1999.


2.   $125 Million 9-1/2% Senior Notes

On March 17, 1999,  the Company and Gaming,  issued $125 Million  Senior  Notes,
which mature March 15, 2010.  Payment of the  principal of, and interest on, the
$125  Million  Senior  Notes is  subordinate  in right of  payment  to all their
existing and future secured debts.

Interest is payable  semi-annually  in arrears on March 15 and September 15 at a
rate of 9-1/2% per annum and commenced on September 15, 1999.

The  principal  amount of the $125 Million  Senior Notes is payable on March 15,
2010.  The Company and Gaming may elect to redeem the $125 Million  Senior Notes
at any  time on or  after  March  15,  2004 at a  redemption  price  equal  to a
percentage  (105.182% after March 14, 2004 and declining to 104.318% after March
14, 2005, 103.455% after March 14, 2006, 102.591% after March 14, 2007, 101.727%
after March 14, 2008,  100.864% after March 14, 2009 and to 100% after March 14,
2010) of the principal  amount thereof plus accrued  interest.  The $125 Million
Senior  Notes  provide  that  upon the  occurrence  of a Change of  Control  (as
defined),  the holders thereof will have the option to require the redemption of
the  $125  Million  Senior  Notes  at a  redemption  price  equal to 101% of the
principal amount thereof plus accrued interest.

If the Company and Gaming have any Company  Excess Cash,  as defined,  they must
redeem the $125  Million  Senior Notes (on a  semi-annual  basis on March 15 and
September 15) equal to a percentage (109.500% after March 15, 1999 and declining
to 108.636% after March 14, 2000,  107.773% after March 14, 2001, 106.909% after
March 14, 2002,  106.045%  after March 14, 2003,  105.182% after March 14, 2004,
104.318%  after March 14, 2005,  103.455%  after March 14, 2006,  102.591% after
March 14, 2007, 101.727% after March 14, 2008, 100.864% after March 14, 2009 and
to 100% after  March 14,  2010).  On August 1, 1999 the  Company  and Gaming had
Company Excess Cash, as defined,  available for mandatory redemption of the $125
Million  Senior Notes  totaling  approximately  $8,983,000,  and  accordingly on
September  15, 1999 the Company and Gaming made a mandatory  redemption  of $125
Million  Senior Notes in the principal  amount of  $2,841,000 at the  redemption
price of 109.50%.  On February 1, 2000 the Company and Gaming had Company Excess
Cash, as defined,  available for mandatory redemption of the $125 Million Senior
Notes totaling  approximately  $8,276,000 and accordingly the Company and Gaming
made a mandatory redemption of $125 Million Senior Notes in the principal amount
of $2,277,000 at the  redemption  price of 108.636% on March 15, 2000. On August
1, 2000 the Company and Gaming had Company  Excess Cash,  as defined,  available
for mandatory redemption of the $125 Million Senior Notes, totaling aproximately
$5,902,000,  and accordingly on September 15, 2000 the Company and Gaming made a
mandatory  redemption of $125 Million  Senior Notes in the  principal  amount of
$191,000 at the redemption price of 108.636%.  In some circumstances,  if either
Gaming or its partner in Trading Cove Associates ("TCA") exercises the option to
buy or sell partnership interests in TCA, the Company and Gaming must redeem the
$125 Million Senior Notes.

The  indenture  relating  to the $125  Million  Senior  Notes (the  "Indenture")
contains certain  affirmative and negative  covenants  customarily  contained in
agreements of this type, including without limitation,  covenants that restrict,
subject to specified exceptions the Company's and Gaming's ability to (i) borrow
money,  (ii) pay dividends on stock or make certain other  restricted  payments,
(iii) use assets as security in other transactions,  (iv) make investments,  (v)
sell other assets or merge with other  companies and (vi) engage in any business
except as currently  conducted or contemplated or amend their  relationship with
TCA.  The  Indenture  also  provides  for  customary  events of default  and the
establishment  of a  restricted  investment  fund  with a trustee  for  interest
reserves.

                                       6


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


The following discussion should be read in conjunction with, and is qualified in
its entirety,  by the Company's  condensed  financial  statements  and the notes
thereto.

The Company is a wholly-owned subsidiary of Gaming.

Results of Operations
---------------------

Discussion of the quarter ended September 30, 2000
--------------------------------------------------

For the  quarter  ended  September  30,  2000,  the  Company  had no revenue and
expense.

Discussion of the quarter ended September 30, 1999
--------------------------------------------------

For the  quarter  ended  September  30,  1999,  the  Company  had no revenue and
expense.

Discussion of the nine months ended September 30, 2000
------------------------------------------------------

For the nine months ended  September  30,  2000,  the Company had no revenue and
expense.

Discussion of the nine months ended September 30, 1999
------------------------------------------------------

For the nine months ended  September  30,  1999,  the Company had no revenue and
expense.


The Company is not expected to have significant operating activity.  Funding for
future operations will come from the financial support of its parent company.


Item 3. -- Quantitative and Qualitative Disclosures about Market Risk

           Not Applicable


PART II -- OTHER INFORMATION:
-----------------------------

Item 1  -- Legal Proceedings:

On January 6, 1998, Leisure Resort Technology,  Inc.  ("Leisure") and defendants
Waterford Gaming,  L.L.C., Trading Cove Associates,  LMW Investments,  Inc., and
Slavik Suites,  Inc.  settled a prior lawsuit brought by Leisure.  In connection
with this  settlement,  Leisure and Trading Cove Associates,  Waterford  Gaming,
L.L.C., LMW Investments, Inc., and Slavik Suites, Inc. entered into a settlement
and release  agreement.  Pursuant  to this  settlement  and  release  agreement,
Waterford Gaming,  L.L.C.  bought out Leisure's  beneficial  interest in Trading
Cove Associates.

By complaint dated January 7, 2000, as amended February 4, 2000, Leisure filed a
four count complaint naming as defendants Waterford Gaming, L.L.C., Trading Cove
Associates, LMW Investments, Inc., Slavik Suites, Inc., Waterford Group, L.L.C.,
Len Wolman  and Mark  Wolman  (collectively,  the  "Defendants").  The matter is
pending in the Judicial  District of Middlesex at Middletown,  Connecticut.  The
complaint  alleged  breach  of  fiduciary  duties,  fraudulent   non-disclosure,
violation  of  Connecticut   Statutes  Section  42-110a,  et  seq.,  and  unjust
enrichment in connection  with the  negotiation  by certain of the Defendants of
the settlement and release agreement.  The complaint also brought a claim for an
accounting.  The complaint seeks  unspecified  legal and equitable  damages.  On
February 29, 2000,  Defendants filed a Motion to Strike and a Motion for Summary
Judgement, each with respect to all claims. The Court granted Defendants' Motion
to Strike in part and  denied  Defendants'  Motion  for  Summary  Judgement,  on
October 13, 2000.  The Courts order dsmissed the claim for an accounting and the
claim  under  Connecticut  Statutes  Section  42-110a,  et seq.  The Court  also
dismissed all claims against LMW  Investments,  Inc.,  Slavik Suites,  Inc., Len
Wolman and Mark Wolman.

Waterford Gaming,  L.L.C.  believes that it has meritorious defenses and intends
to  vigorously  contest  the claims in this  action and to assert all  available
defenses.  At the present time, Waterford Gaming, L.L.C. is unable to express an
opinion on the  likelihood of an  unfavorable  outcome or to give an estimate of
the amount or range of potential loss to Waterford Gaming, L.L.C. as a result of
this  litigation  due to the  disputed  issues of law and/or  facts on which the
outcome of this litigation depends and due to the infancy of both the action and
discovery in the action.



                                       7


Item 2 -- Changes in Securities:

          None

Item 3 -- Defaults Upon Senior Securities:

          None

Item 4 -- Submission of Matters to a Vote of Security Holders:

          None

Item 5 -- Other Information:

          None

Item 6 -- Exhibits and Reports on Form 8-K:

          (a)  Exhibits

               Exhibit No.    Description
                  3.1         Certificate of Incorporation of Waterford Gaming
                              Finance Corp. (i)
                  3.2         Bylaws of Waterford Gaming Finance Corp. (i)
                  4.1         Indenture, dated as of November 8, 1996, between
                              Waterford Gaming, L.L.C. and Waterford Gaming
                              Finance Corp., the issuers, and Fleet National
                              Bank, as trustee, relating to $65,000,000 12-3/4%
                              Senior Notes due 2003. (i)
                  4.1.1       First Supplemental Indenture, dated as of March 4,
                              1999, among Waterford Gaming, L.L.C. and Waterford
                              Gaming Finance Corp., as issuers, and State Street
                              Bank and Trust Company, as trustee, relating to
                              $65,000,000 12-3/4% Senior Notes due 2003. (iii)
                  4.2         Indenture, dated as of March 17, 1999, among
                              Waterford Gaming, L.L.C. and Waterford Gaming
                              Finance Corp., as issuers, and State Street Bank
                              and Trust Company, as trustee, relating to
                              $125,000,000 9-1/2% Senior Notes due 2010. (iii)
                  4.3         Security and Control Agreement, dated as of March
                              17, 1999, among Waterford Gaming, L.L.C. and
                              Waterford Gaming Finance Corp., as pledgors and
                              State Street Bank and Trust Company, as securities
                              intermediary.  (iii)
                  4.4         Specimen Form of 9-1/2% Senior Notes due 2010
                              (included in Exhibit 4.2). (iii)
                  10.1        Purchase Agreement, dated as of March 10, 1999,
                              among Waterford Gaming, L.L.C., Waterford Gaming
                              Finance Corp., Bear, Stearns & Co., Inc., Merrill
                              Lynch, Pierce, Fenner and Smith Inc. and Salomon
                              Smith Barney (iii)
                  10.2        Waiver and Acknowledgment of Noteholder. (ii)
                  21.1        Subsidiaries of Waterford Gaming
                              Finance Corp. (i)
                  27          Financial Data Schedule - included in Edgar filing
                              only.
                  99.1        Quarterly Report, for the quarter ended September
                              30, 2000 on Form 10-Q of Waterford Gaming, L.L.C.,
                              dated November 13, 2000 incorporated by reference
                              to Waterford Gaming, L.L.C.'s electronic filing of
                              such report on Form 10-Q Securities and Exchange
                              Commission (the "Commission") file reference no.
                              333-17795.

(i)  Incorporated  by reference to the  Registrant's  Registration  Statement on
     Form S-4, Commission File No.  333-17795-01,  declared effective on May 15,
     1997.

(ii) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
     for the period ended March 31, 1998,  Commission File No. 333-17795-01,  as
     accepted by the Commission on May 14, 1998.

(iii)Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
     for the period ended March 31, 1999,  Commission File No. 333-17795-01,  as
     accepted by the Commission on May 17, 1999.

          (b)   Reports on Form 8-K
                -------------------

                Form 8-K filed on August 15, 2000.

                Item 5.

                    The Mohegan Tribal Gaming  Authority (the  "Authority")  has
                    filed its  quarterly  report  on Form  10-Q for the  quarter
                    ended  June 30,  2000,  a copy of which has been filed as an
                    exhibit to this report and is  incorporated  by reference to
                    the  Authority's  electronic  filing of such  report on Form
                    10-Q,  Securities and Exchange Commission file reference no.
                    033-80655.

                    Date of Report: August 14, 2000.


                                        8



                                   Signatures


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


Date: November 13, 2000      By: /s/Len Wolman
                                 Len Wolman, Chief Executive Officer



Date: November 13, 2000      By: /s/Del Lauria
                                 Del Lauria, Treasurer


                                       9