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: 3/31/99
                                
                               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                  (Zip Code)
        executive offices)    

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 for Waterford
Gaming Finance Corp.                                              1

Financial Information                                             2

Condensed Balance Sheets of Waterford Gaming Finance Corp.       
as of March 31, 1999 (unaudited) and December 31, 1998            3

Condensed Statements of Operations and Retained 
Earnings (Deficit) of Waterford Gaming Finance Corp. for 
the three months ended March 31, 1999(unaudited) 
and March 31, 1998 (unaudited)                                    4

Condensed Statements of Cash Flows of Waterford 
Gaming Finance Corp. for the three months ended 
March 31, 1999(unaudited) and March 31, 1998 (unaudited)          5

Note 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          8

Item 3  -- Quantitative and Qualitative Disclosures 
           about Market Risk                  

PART II -- Other Information

Item 1  -- Legal Proceedings                                      9
Item 2  -- Changes in Securities                                  9
Item 3  -- Defaults upon Senior Securities                        9
Item 4  -- Submission of Matters to a Vote of Security Holders    9
Item 5  -- Other Information                                      9
Item 6  -- Exhibits and Reports on Form 8-K                      10

Signatures - Waterford Gaming Finance Corp.                      12




                     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 March 31, 1999, and the related
condensed statements of operations and retained earnings (deficit) for the
three months ended March 31,1999 and 1998, and the related condensed
statement of cash flows for the three months ended March 31, 1999 and 1998. 
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 financial statements 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, 1998, 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
February 24, 1999, 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, 1998, is fairly stated, in all material
respects, in relation to the balance sheet from which it has been derived.


PricewaterhouseCoopers LLP
May 11, 1999
                               

                                1


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

Item 1.   Financial Statements
          --------------------

The unaudited condensed financial information as of March 31, 1999, and for
the three months ended March 31, 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
                                     
             March 31, 1999 (Unaudited) and December 31, 1998
                                     
                               ____________
                                     
                               March 31,           December 31,
                                 1999                1998
                              ----------           -----------

               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                  --                   --
                                    ---                  ---

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

The accompanying note is 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, 1999 and March 31, 1998
                                     
                                (Unaudited)
                           ____________________

                         For the three       For the three
                         months ended        months ended
                         March 31, 1999      March 31, 1998
                         --------------      --------------

Revenue                    $    --              $    --
                      
Expenses                        --                   --
                             ------               ------ 
    Net income(loss)            --                   --

Retained earnings (deficit),
     beginning quarter          --                   --
                             ------               ------

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


The accompanying note is 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, 1999 and March 31, 1998
                                     
                                (Unaudited)
                                     
                          ______________________
                                     

                           For the three       For the three
                           months ended        months ended        
                           March 31, 1999      March 31, 1998
                           --------------      --------------

Cash flow from operating 
  activities:
 Net income(loss)          $   --              $   --
                              ----                ----

   Net cash used in 
    operating activities       --                  --
                              ----                ----

 Net increase in cash          --                  --

 Cash at beginning of 
   quarter                    100                 100
                              ----                ----

 Cash at end of quarter    $  100               $ 100
                              ====                ====

The accompanying note is an integral part of these condensed financial
statements.

                                  5



                      WATERFORD GAMING FINANCE CORP.
                                     
                  NOTE 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 the Company's
  1998 audited financial statements and should be read in conjunction
  with the Company's 1998 audited financial statements within the
  Company's Annual Report for the fiscal year ended December 31, 1998 on
  Form 10-K/A as filed with the Securities and Exchange Commission (the
  "Commission") File No. 333-17795-01 on March 8, 1999.  The condensed
  Balance Sheet at December 31, 1998, contained herein, was derived from
  audited financial statements, but does not include all disclosures
  contained in the Form 10-K/A 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, 1999, and the results of operations and retained earnings
  (deficit) and cash flows for the three months ended March 31, 1999. 
  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.

                                 6


  $125 Million 9-1/2% Senior Notes

   General.  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 of their existing and future
  secured debts.

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

   Optional Repayment.  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 after March
  15, 2004 at a redemption price equal to a percentage (105.182% after
  March 15, 2004 and declining to 104.318% after March 15, 2005,
  103.455% after March 15, 2006, 102.591% after March 15, 2007, 101.727%
  after March 15, 2008, 100.864% after March 15, 2009 and to 100% after
  March 15, 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.

   Mandatory Repayment.  If the Company and Gaming have any 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
  15, 2000, 107.773% after March 15, 2001, 106.909% after March 15,
  2002, 106.045% after March 15 2003, 105.182% after March 15, 2004,
  104.318% after March 15, 2005, 103.455% after March 15,2006, 102.591%
  after March 15,2007, 101.727% after March 15, 2008, 100.864% after
  March 15, 2009 and to 100.000% after March 15, 2010).  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.

   Covenants.  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.


                                7


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 note thereto.

The Company is a wholly-owned subsidiary of Gaming.

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

Discussion of the quarter ended March 31, 1999
----------------------------------------------

For the quarter ended March 31, 1999, the Company had no revenue and
expense.

Discussion of the quarter ended March 31, 1998
-----------------------------------------------

For the quarter ended March 31, 1998, 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.

                               8


Item 3 -- Quantitative and Qualitative Disclosures about 
          ----------------------------------------------
          Market Risk
          -----------
          Not Applicable


PART II   Other Information:
          ------------------

Item 1 --  Legal Proceedings:
           ------------------

On December 24, 1998, Leisure Resort Technology, Inc. ("Leisure")
wrote a letter to TCA asserting that TCA and/or certain of TCA's
partners breached various fiduciary duties to Leisure and that TCA's
conduct in negotiating the prior settlement constituted a violation of
the anti-fraud provisions of both federal and Connecticut securities
laws, as well as violations of other laws.  Gaming believes that if
such claims are pursued, it has meritorious defenses; however, no
litigation has been filed to date and no assurance can be given that
any ultimate claim will be decided in Gaming's favor.  Gaming has a
50% partnership interest in TCA.

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

                                9



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
                    March 31, 1999, on Form 10-Q of the Mohegan
                    Tribal Gaming Authority (the "Authority"),
                    dated May 14,1999, incorporated by
                    reference to the Authority's electronic
                    filing of such report on Form 10-Q
                    Securities and Exchange Commission
                    (the "Commission") file reference
                    No. 033-80655.
          99.2      Quarterly Report, for the quarter ended
                    March 31, 1999, on Form 10-Q of
                    Waterford Gaming, L.L.C., dated
                    May 17, 1999, incorporated by reference to
                    Waterford Gaming, L.L.C's electronic
                    filing of such report on Form 10-Q
                    Commission file reference No. 333-
                    17795.


                                10


   (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)   Filed herewith. 


   (b)     Form 8-K filed on March 11, 1999

Item 5

    On March 3, 1999, the Mohegan Tribal Gaming Authority (the
"Authority") completed the refinancing (the "Refinancing")of its 
13-1/2% Senior Secured Notes due 2002.  Pursuant to Article 10 of the
Development Services Agreement between the Authority and Trading Cove
Associates ("TCA"), in which Waterford Gaming, L.L.C., Waterford
Gaming Finance Corp.'s parent, has a fifty percent partnership
interest, the Development Services Agreement shall become effective on
the first day of the first calendar month following the later of (a)
the date the Authority receives certain regulatory approvals or (b)
the completion of the Refinancing.  Pursuant to Article 3 of the
Relinquishment Agreement between the Authority and TCA, the
Relinquishment Agreement shall become effective on the later of (a)
the date the Authority receives certain regulatory approvals or (b)
the date the Authority completes its Refinancing.  The Authority has
received all the regulatory approvals contemplated by the Development
Services Agreement and the Relinquishment Agreement.  The Development
Services Agreement will, therefore, become effective on April 1, 1999
and the Relinquishment Agreement became effective on March 3, 1999.


    Date of Report:  March 3, 1999


                               11


                     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 17, 1999             By:  /s/ Len Wolman
                                      Len Wolman, Chief Executive Officer


Date:   May 17, 1999             By:  /s/ Del Lauria
                                      Del Lauria, Treasurer

                               12