SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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:	6/30/97

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

For the transaction period 			 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 Identification No.)
 incorporation or organization)		

     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 June 30, 1997 (unaudited) and December 31, 1996.                  3

Condensed Statements of Operations and Retained Earnings (Deficit) 
of Waterford Gaming Finance Corp. for the three months and 
six months ended June 30, 1997 (unaudited).                             4

Condensed Statement of Cash Flows of Waterford Gaming Finance 
Corp. for the six months ended June 30, 1997 (unaudited).               5

Note to Condensed Financial Statements of Waterford Gaming 
Finance Corp. (unaudited).                                              6

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

PART II -- OTHER INFORMATION

ITEM 1 -- Legal Proceedings                                             8
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                            8-9

Signatures - Waterford Gaming Finance Corp.                            10




Report of Independent Accountants

To the Stockholder of Waterford Gaming Finance Corp.:

We have reviewed the condensed balance sheet of Waterford Gaming Finance 
Corp. (the "Company") as of June 30, 1997, and the related condensed 
statements of operations and retained earnings (deficit) for the three 
months and six months ended June 30, 1997, and the related condensed 
statement of cash flows for the six months ended June 30, 1997.  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 generally accepted auditing standards, 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 condensed financial statements referred to above for 
them to be in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing 
standards, the balance sheet as of December 31, 1996, and the related 
statements of operations and retained earnings (deficit) and cash flows for
the period from November 6, 1996 (commencement of operations) to December
31, 1996 (not presented herein); and in our report dated April 17, 1997, 
we expressed an unqualified opinion on those financial statements.  In our
opinion, the information set forth in the condensed balance sheet as of
December 31, 1996, is fairly stated, in all material respects, in relation to
the balance sheet from which it has been derived. 

                                                    Coopers & Lybrand, L.L.P.

Hartford, Connecticut
July 25, 1997


                                    1




PART I. - FINANCIAL INFORMATION

Item 1.		Financial Statements

The unaudited condensed financial information as of June 30, 1997, and for 
the three months and six months ended June 30, 1997, included in this report
was reviewed by Coopers & Lybrand, L.L.P., 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
            June 30, 1997 (Unaudited) and December 31, 1996
                                ________



                                 ASSETS

                                                   June 30,     December 31,
                                                     1997          1996


Cash                                                $ 100          $  81
                                                    =====          =====

                           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)                           -            (19)

                                                    -----          -----		
    Total stockholder's equity                      $ 100          $  81
                                                    =====          =====

The accompanying note is an integral part of the financial statements.

                                  3




                     WATERFORD GAMING FINANCE CORP.
  CONDENSED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)
       for the three months and six months ended June 30, 1997
                              (Unaudited)
                               _________


                                              For the three     For the six
                                              months ended      months ended
                                              June 30, 1997     June 30, 1997

Revenue:			
  Bank rebate                                    $ 74             $ 74

Expenses:			
  Bank charges                                    ---               55
		
                                                 ----             ---- 
      Net income                                   74               19

Deficit, beginning of period                      (74)             (19)
                                                 ----             ----

Retained earnings, end of period                 $---             $---
                                                 ====             ====

The accompanying note is an integral part of the financial statements.

                                  4




                     WATERFORD GAMING FINANCE CORP.
                    CONDENSED STATEMENT OF CASH FLOWS
                  for the six months ended June 30, 1997
                              (Unaudited)
                               _________


Cash flows from operating activities:	
  Net income                                                 $ 19
                                                             ----

Net cash provided by operating activities                      19
                                                             ----

Net increase in cash                                           19

Cash at beginning of period                                    81
                                                             ----
Cash at end of period                                        $100
                                                             ====

The accompanying note is an integral part of the financial statements.

                                  5




                    WATERFORD GAMING FINANCE CORP.
               NOTE TO CONDENSED FINANCIAL STATEMENTS
                              (Unaudited)
                               _________


1.  Basis of Presentation:

The unaudited interim financial statements should be read in conjunction 
with the Company's 1996 audited financial statements within the Company's 
Registration Statement on Form S-4, as amended, initially filed with the 
Securities and Exchange Commission (the "Commission") File No. 333-17795 
on April 29, 1997.

The unaudited 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 June 30, 1997, and the results
of operations and  retained earnings (deficit) for the three months and six
months ended June 30, 1997, and the related statement of cash flows for the
six months ended June 30, 1997.  The Company was formed on October 22, 1996
and, accordingly, there are no comparative statements for the corresponding
three months and six months ending June 30, 1996.  Results of operations for
the period are not necessarily indicative of the results to be expected for
the full year.

The following significant event has occurred subsequent to fiscal year 1996,
which requires disclosure in this interim report per Regulation S-X, 
Rule 10-01, Paragraph(a)(5).

Effective as of May 15, 1997, the Company functioned as a co-issuer with its
parent, Waterford Gaming, L.L.C., to issue 12-3/4% senior notes payable 
(the "Notes") which were registered with the Commission through a 
Registration Statement on Form S-4 under the Securities Exchange Act of 
1933.  As a result, the Company is subject to the informational requirements
of the Securities Exchange Act of 1934.


                                  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 financial statements and the 
note thereto.

Waterford Gaming Finance Corp. is a wholly-owned subsidiary of Waterford 
Gaming, L.L.C.


Results of Operations

Discussion of the period from April 1, 1997 to June 30, 1997

  Revenue for the quarter ended June 30, 1997 was $74 of rebated bank charges.

  Expenses for the quarter ended June 30, 1997 were $0.

  As a result of the foregoing factors, the Company's net income for the three 
  months ended June 30, 1997 was $74.

Discussion of the period from January 1, 1997 to June 30, 1997.

  Revenue for the six months ended June 30, 1997 was $74.
 
  Bank charges for the six months ended June 30, 1997 were $55.

  As a result of the foregoing factors, the Company's net income for the six
  months ended June 30, 1997 was $19.


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

The Company was formed on October 22, 1996 and accordingly there are no 
comparative results of operations for the corresponding quarter ending 
June 30, 1996 and for the corresponding six months ending June 30, 1996.

                                    7




Part II - Other Information:

Item 1 -- Legal Proceedings:

          On August 6, 1997, a former partner of Trading Cove Associates
          (the "Manager") filed a lawsuit against the Manager, Waterford
          Gaming, L.L.C. and its owners, Sun Cove Ltd. and RJH Development
          Corp. claiming breach of contract, breach of fiduciary duties and
          other matters in connection with the development of the Mohegan
          Sun Casino by the Manager.  Waterford Gaming, L.L.C. believes
          that it has meritorious defenses and intends to vigorously defend
          the lawsuit and that the outcome of the lawsuit will not have a
          material adverse effect on the business of the Company.

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)
               4.2                     Registration Rights Agreement,
                                       dated as of November 8, 1996, among,
                                       Waterford Gaming, L.L.C., Waterford 
                                       Gaming Finance Corp., Bear, Stearns &
                                       Co., Inc., and Merrill Lynch, Pierce,
                                       Fenner & Smith Incorporated. (i)
               4.3                     Specimen Form of 12 3/4% Senior Notes 
                                       due 2003 (the "Private Notes") 
                                       (included in Exhibit 4.1). (i)
               4.4                     Specimen Form of 12 3/4% Senior
                                       Notes due 2003 (the "Exchange Notes")
                                       (included in Exhibit 4.1). (i)
              10.1                     Purchase Agreement, dated as of
                                       November 5, 1996, among Waterford
                                       Gaming, L.L.C., Waterford Gaming 
                                       Finance Corp., Bear, Stearns & Co.,
                                       Inc. and Merrill Lynch, Pierce, 
                                       Fenner & Smith Incorporated. (i)
              21.1                     Subsidiaries of Waterford Gaming
                                       Finance Corp. (i)
              27                       Financial Data Schedule - included in
                                       Edgar filing only.


                                  8



 
              99.1                     Quarterly Report on Form 10-Q of the
                                       Mohegan Tribal Gaming Authority (the
                                       "Authority") dated May 15, 1997, 
                                       incorporated by reference to the 
                                       Authority's electronic filing of such
                                       report on Form 10-Q SEC file 
                                       reference no. 033-80655.
              99.2                     Quarterly Report on Form 10-Q of 
                                       Waterford Gaming, L.L.C., dated 
                                       August 14, 1997 incorporated by 
                                       reference to Waterford Gaming, L.L.C.'s 
                                       electronic filing of such report on 
                                       Form 10-Q SEC file reference no 
                                       333-17795.

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

          (b) No Form 8-K Filings.

                                  9




                              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:  8/14/97                    By:/s/Len Wolman
                                     Len Wolman, Chief Executive Officer


Date:  8/14/97                    By:/s/Del Lauria
                                     Del Lauria, Treasurer

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