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 3/31/2001

                                       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 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 March 31, 2001 (unaudited) and December 31, 2000                   3

Condensed Statements of Operations and Retained Earnings (Deficit)
of Waterford Gaming Finance Corp. for the three months ended
March 31, 2001 (unaudited) and March 31, 2000 (unaudited)                4

Condensed Statements of Cash Flows of Waterford Gaming Finance Corp.
for the three months ended March 31, 2001 (unaudited) and
March 31, 2000 (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 the  March  31,  2001,  and the  related
condensed  statements of  operations  and retained  earnings  (deficit) and cash
flows for the three-month periods ended March 31, 2001 and 2000. 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 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, 2000, and
the related  statements of operations and retained  earnings  (deficit) and cash
flows for the year then ended (not  presented  herein),  and in our report dated
March  15,  2001  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,  2000,  is  fairly  stated in all
material  respects  in  relation  to the  balance  sheet  from which it has been
derived.

PricewaterhouseCoopers, LLP

May 10, 2001


                                        1


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

Item 1 -- Financial Statements

The unaudited condensed financial information as of March 31, 2001 and 2000, and
for the three months  ended March 31, 2001 and 2000  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

                 March 31,2001 (Unaudited) and December 31,2000
                -------------------------------------------------




                                               March 31,            December 31
                                                2001                   2000
                                             -----------            -----------


      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 Ended March 31, 2001 and 2000

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



                                                2001                   2000
                                             -----------            -----------

Revenue                                          $--                    $--

Expenses                                          --                     --
                                                 ----                   ----
Net income                                        --                     --

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

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


                                        4


                         Waterford Gaming Finance Corp.

                       Condensed Statements of Cash Flows

               For the Three Months ended March 31, 2001 and 2000

                                   (Unaudited)

                        -----------------------------


                                                        2001             2000
                                                     -----------     -----------


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") 2000 audited  financial  statements and should be read in conjunction
with the Company's 2000 audited financial statements within the Company's Annual
Report for the fiscal  year ended  December  31, 2000 on Form 10-K as filed with
the Securities and Exchange  Commission (the "Commission") File No. 333-17795-01
on March 30, 2001. The condensed  balance sheet at December 31, 2000,  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
March 31, 2001,  and the results of operations and retained  earnings  (deficit)
and of cash  flows  for the  three  months  ended  March 31,  2001.  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 Payable:

On March 17, 1999,  the Company and Gaming,  issued $125 Million  Senior  Notes.
Payment of the principal  of, and interest on, the $125 Million  Senior Notes is
subordinate  in right of payment  to all of 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 which 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 100.00% 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 the
$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 the $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 approximately  $5,902,000,  and accordingly on September 15, 2000
the Company and Gaming made a mandatory  redemption  of the $125 Million  Senior
Notes in the principal  amount of $191,000 at the redemption  price of 108.636%.
On February 1, 2001 the Company and Gaming had Company  Excess Cash, as defined,
available for mandatory  redemption  of the $125 Million  Senior Notes  totaling
approximately  $6,173,000  and  accordingly  on March 15,  2001 the  Company and
Gaming made a  mandatory  redemption  of the $125  Million  Senior  Notes in the
principal  amount of  $452,000  at the  redemption  price of  107.773%.  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 included elsewhere herein.



Certain Forward Looking Statements
----------------------------------

Certain  information  included in this Form 10-Q and other materials filed or to
be filed by the Company with the Commission (as well as information  included in
oral  statements or other written  statements made or to be made by the Company)
contains  forward-looking  statements,  within the meaning of Section 27A of the
Securities Act of 1933, as amended,  and Section 21E of the Securities  Exchange
Act of 1934, as amended.  Such  forward-looking  information  involves important
risks and uncertainties that could  significantly  affect anticipated results in
the future and, accordingly, such results may differ from those expressed in any
forward-looking statements made by or on behalf of the Company.

The Company is a wholly-owned subsidiary of Gaming.


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

Discussion of the quarter ended March 31, 2001
----------------------------------------------

For the quarter ended March 31, 2001 the Company had no revenue and expense.


Discussion of the quarter ended March 31, 2000
----------------------------------------------

For the quarter ended March 31, 2000 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 Gaming.


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 has been
transferred  through the complex  litigation docket and is pending in Waterbury,
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 Court's  order  dismissed the claim for an
accounting and the claim under Connecticut Statutes Section 42-110a, et seq. The
Court  also  struck  the alter ego  allegations  in the  complaint  against  LMW
Investments, Inc., Slavik Suites, Inc., Len Wolman and Mark Wolman.

On November 15, 2000,  Waterford Gaming,  L.L.C. and its co-defendants  answered
the  complaint.  In addition,  the  Waterford  Gaming,  L.L.C.  and Trading Cove
Associates  asserted  counterclaims  for breach of the  settlement  and  release
agreement and breach of the implied  covenant of good faith against  Leisure and
its president, Lee Tyrol.

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)
                 99.1         Quarterly report, for the quarter ended
                              March 31, 2001 on Form 10-Q of Waterford Gaming,
                              L.L.C., dated May 14, 2001, incorporated by
                              reference to Waterford Gaming, L.L.C.'s electronic
                              filing of such report on Form 10-Q, Securities and
                              Exchange Commission file reference no. 333-17795.
                 99.2         Quarterly report, for the period ended March 31,
                              2001, on Form 10-Q of the Mohegan Tribal Gaming
                              Authority (the "Authority") dated May 11, 2001,
                              incorporated by reference to the Authority's
                              electronic filing of such report on Form 10-Q
                              Commission file reference no. 033-80655.


(i)      Incorporated by reference to the Registrant's  Registration  Statement
         on Form S-4,  Securities and Exchange  Commission  (the  "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
     -------------------

       None

                                        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: May 14, 2001               By: /s/Len Wolman
                                     Len Wolman, Chief Executive Officer




Date: May 14, 2001               By: /s/Del Lauria
                                     Del Lauria, Treasurer


                                        9