WATERFORD GAMING, L.L.C.
      
                               and
    
                  WATERFORD GAMING FINANCE CORP.
     
                           as Issuers,
  
                           $65,000,000

                  12-3/4% SENIOR NOTES DUE 2003
                
       
                  FIRST SUPPLEMENTAL INDENTURE

                   Dated as of March 4, 1999
       
       
              STATE STREET BANK AND TRUST COMPANY
                                
                           as Trustee
       
                                

     FIRST SUPPLEMENTAL INDENTURE dated as of March 4, 1999,
(the  "Supplemental Indenture") among WATERFORD GAMING, L.L.C., a
Delaware limited liability company (the "Company"), WATERFORD
GAMING FINANCE CORP., a Delaware corporation ("Finance" and
together with the Company the "Issuers"), and STATE STREET BANK AND
TRUST COMPANY, as trustee (as successor to Fleet National Bank, the
"Trustee"), to the indenture, dated as of November 8, 1996 among
the Issuers and the Trustee (the "Indenture").

                     W I T N E S S E T H :
                                
     WHEREAS, the Issuers and Fleet National Bank (the
Trustee's predecessor in interest) have heretofore executed and
delivered the Indenture providing for the issuance of 12-3/4% Senior
Notes due 2003 (the "Notes") of the Issuers;

     WHEREAS, there is currently outstanding under the
Indenture $61,471,000 in aggregate principal amount of the Notes;
WHEREAS, Section 8.2 of the Indenture provides that the
Issuers and the Trustee may, with the written consent of the
Holders of at least a majority in aggregate principal amount of the
outstanding Notes, (i) enter into a supplemental indenture for the
purpose of amending the Indenture or (ii) waive compliance with
certain provisions of the Indenture, provided, however, that
without the consent of Holders of at least 66-2/3% of the aggregate
principal amount of the outstanding Notes, no such amendment may
change the provisions of Section 9 of the Indenture relating to a
Change in Control (as defined in the Indenture);

     WHEREAS, the Issuers have offered to purchase all of the
outstanding Notes upon the terms and subject to the conditions set
forth in the Offer to Purchase and Solicitation Statement dated
February 24, 1999, and the accompanying Letter of Transmittal, as
the same may be further amended, supplemented or modified (the
"Offer");

     WHEREAS, the Offer is conditioned upon, among other
things, the proposed amendments and waivers (the "Proposed
Amendments") to the Indenture set forth herein having been approved
by the holders of at least a majority in aggregate principal amount
of the outstanding Notes and with respect to the proposed amendment
to eliminate the Issuers' obligation to repurchase the Notes upon
a Change of Control (the "Change of Control Amendment") having been
approved by at least 66-2/3% in aggregate principal amount of the
outstanding Notes (and a supplemental indenture in respect thereof
having been executed and delivered), with the operativeness of such
Proposed Amendments and the Change of Control Amendment with
respect to the Notes being subject to the acceptance by the Issuers
of such Notes tendered pursuant to the Offer;

     WHEREAS, the Issuers have received and delivered to the
Trustee the Requisite Consents and the Two-Thirds Consent (each, as
defined in the Offer) to effect the Proposed Amendments and the
Change of Control Amendment under the Indenture;

     WHEREAS, Finance has been authorized by a resolution of
its Board of Directors to enter into this Supplemental Indenture;
and

     WHEREAS, the Company has been authorized by a unanimous
written consent of its members to enter into this Supplemental
Indenture; and

     WHEREAS, all other acts and proceedings required by law,
by the Indenture, by the certificate of  formation and limited
liability company agreement of the Company and the certificate of
incorporation and by-laws of Finance, to make this Supplemental
Indenture a valid and binding agreement for the purposes expressed
herein, in accordance with its terms, have been duly done and
performed;

     NOW, THEREFORE, in consideration of the premises and the
covenants and agreements contained herein, and for other good and
valuable consideration the receipt of which is hereby acknowledged,
and for the equal and proportionate benefit of the Holders of the
Notes, the Issuers and the Trustee hereby agree as follows:

         Section 

     1.  Deletion of Certain Provisions

     Pursuant to the terms of the Offer and the consent of
Holders representing at least a majority in aggregate principal
amount of the outstanding Notes, and with respect to the proposed
amendment to eliminate the Issuers' obligation to repurchase the
Notes upon a Change of Control having been approved by at least
662/3% in aggregate principal amount of the outstanding Notes, the
Indenture is hereby amended to delete the following sections in
their entirety and, in the case of each such section, insert in
lieu thereof the phrase ["Intentionally Omitted"], and any and all
references to such sections, any and all obligations thereunder and
any event of default related solely to the following sections are
hereby deleted throughout the Indenture, and such sections and
references shall be of no further force or effect.
     
              Section 4.3  (Limitation on Restricted Payments); 
              Section 4.5  (Payment of Taxes and Other Claims); 
              Section 4.6  (Compliance Certificate; Notice of
                           Default);
              Section 4.7  (Reports);
              Section 4.8  (Limitation on Status as Investment
                           Company);
              Section 4.9  (Limitation of Transactions with
                           Affiliates);
              Section 4.10 (Limitation on Indebtedness and
                           Disqualified Capital Stock);
              Section 4.11 (Limitation on Liens);
              Section 4.12 (Limitation on Sale of Assets);
              Section 4.13 (Covenants with Respect to the
                           Manager);
              Section 4.15 (Acceptance of Remaining Excess Cash
                           Purchase Offers and Change of
                           Control Offers);
              Section 4.17 (Limitation on Merger, Sale or
                           Consolidation; and
              Section 9.1 (Repurchase of Securities at Option of
                           Holder Upon a Change of Control)
                          (collectively, the "Amended Sections").

     Section  2.  Other Amendments to the Indenture

      1.  Amendment of Section 4.14 (Limitation on
Activities of the Issuers);

     Section 4.14 is hereby deleted in its entirety and the
following is hereby substituted in its place:

     "The Issuers may engage in any business activity
whatsoever not explicitly prohibited by this Indenture and may use
any cash for any proper business purpose under this Indenture."

     2.  All definitions in the Indenture which are used
exclusively in the sections and clauses deleted pursuant to
Sections 1 and 2 of this First Supplemental Indenture are hereby
deleted.

           Section 

      1.  Effectiveness; Operativeness

     1.  This Supplemental Indenture (other than Sections
1 and 2 hereof) will become effective and binding upon the Issuers,
the Trustee and the Holders as of the latter of the date hereof and
(ii) the date on which the Opinion of Counsel and Officers'
Certificate required by the Indenture is delivered to the Trustee;
and

     2.  Sections 1 and 2 of this Supplemental Indenture
will become operative on and simultaneously with and shall have no
force or effect prior to the delivery by each of the Issuers of an
Officers' Certificate to the effect that the Issuers have accepted
for purchase the Notes tendered.

         Section 

    1.  Reference to and Effect on the Indenture

     1.  On and after the effective date of this
Supplemental Indenture, each reference in the Indenture to "this
Indenture," "hereunder," "hereof," or "herein" shall mean and be a
reference to the Indenture as supplemented by this Supplemental
Indenture unless the context otherwise requires.

     2.  Except as specifically amended above, the
Indenture shall remain in full force and effect and is hereby
ratified and confirmed.

         Section 

    1.  Governing Law

     This Supplemental Indenture shall be construed and
enforced in accordance with the laws of the State of New York,
including, without limitation Section 5-1401 of the New York
General Obligation Law.

        Section  2.  Defined Terms
 
     Unless otherwise indicated, capitalized terms used herein
and not defined shall have the respective meanings given such terms
in the Indenture.

        Section  3.  Trust Indenture Act Controls

     If any provision of this Supplemental Indenture limits,
qualifies or conflicts with another provision of this Supplemental
Indenture or the Indenture that is required to be included by the
Trust Indenture Act of 1939, as amended (the "Act"), as in force at
the date this First Supplemental Indenture is executed, the
provision required by said Act shall control.

       Section  4.  Trustee Disclaimer

     The recitals contained in this Supplemental Indenture
shall be taken as the statements of the Issuers, and the Trustee
assumes no responsibility for their correctness.  The Trustee makes
no representations as to the validity or sufficiency of this
Supplemental Indenture.

      Section  5.  Counterparts and Method of Execution

     This Supplemental Indenture may be executed in several
counterparts, all of which together shall constitute one agreement
binding on all parties hereto, notwithstanding that all the parties
have not signed the same counterpart.

      Section  6.  Titles

     Section titles are for descriptive purposes only and shall not 
control or alter the meaning of this Supplemental Indenture as set forth 
in the text.

      Section  7.  Severability

     In case any provision of this Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way
be effected or impaired thereby.

                    [Signature page follow]


     IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be executed as of the day and year first
above written.
                              
                              
                              Waterford Gaming, L.L.C.
                              
                              By:                           
                              Name:     
                              Title:    
                              
                              
                              
                              Waterford Gaming Finance Corp.
                              
                              By:                           
                              Name:     
                              Title:    
                              
                              
                              
                              State Street Bank and Trust Company
                              
                              By:                           
                              Name:     
                              Title:    
                              

                                                               
                                                               
                       Waterford Gaming, L.L.C.

                   OFFICERS' CERTIFICATE TO TRUSTEE

     Pursuant to the offer to purchase dated February 24, 1999
(the "Offer") by Waterford Gaming, L.L.C. (the "Company") of all of
the outstanding 12-3/4% Senior Notes due 2003 (the "Notes") issued
by the Company and Waterford Gaming Finance Corp. (the "Company")
from the Holders (as defined below) thereof and their solicitation
of consents (the "Consents") from the Holders of the Notes to the
proposed amendments (the "Proposed Amendments") to the indenture
(the "Indenture") governing the Notes, waiver of certain
restrictive covenants and events of default ("Waivers"), the
undersigned officers of Finance (i) request the trustee under the
Indenture (the "Trustee") to enter into the supplemental indenture
effecting the Proposed Amendments (the "Supplemental Indenture")
and (ii) do hereby certify on behalf of Finance as follows:

     I.  We have (a) read all conditions precedent (if
applicable) specified in the Indenture relating to the Offer, the
Consents, the Waivers, the Proposed Amendments and the Supplemental
Indenture, the resolutions of the Company's Board of Directors with
respect to the foregoing and such other materials and documents,
(b) made such examination as we deem necessary to enable us to
express an informed opinion as to whether or not such conditions
precedent have been complied with, and (c) assumed in such
examination the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to
originals of all documents submitted to us as copies thereof;

     II.  MacKenzie Partners, Inc., as the Information Agent,
has informed us that 96.15% in aggregate principal amount of the
Notes have been tendered pursuant to the Offer and that the Holders
thereof  have consented to the Proposed Amendments; and

     III.  The conditions precedent (if applicable)
specified in the Indenture relating to the Offer, the Consents, the
Proposed Amendments and the Supplemental Indenture have been
complied with.

     IV.  In connection with this certificate, (i) we have
read the conditions and covenants contained in the Indenture
regarding amendments to the Indenture with the consent of the
Holders and all definitions in the Indenture relating thereto, (ii)
we have examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of (a) an
execution copy of the Indenture and (b) reports of MacKenzie
Partners, Inc., as Information Agent, in connection with the
Issuers' obtaining consents from the holders of at least 66-2/3% in
aggregate principal amount of the Issuers' 12-3/4 % Senior Secured
Notes due 2003 regarding the amendments to the Indenture contained
in the Supplemental Indenture and (iii) as described above, we have
made such examinations as we have deemed necessary to express the
opinion contained herein.

    This Officer's Certificate is furnished solely for your
benefit pursuant to Section 11.4 of the Indenture.  Latham &
Watkins is entitled to rely on this certificate in connection with
the opinions that such firm is rendering pursuant to the Indenture
and the Dealer Manager Agreement among Finance, the Company Bear,
Stearns & Co. Inc., and Merrill Lynch & Co., dated March __, 1999.

     IN WITNESS WHEREOF, the undersigned have executed this
Officers' Certificate as of this __ day of March, 1999.


                              Waterford Gaming, L.L.C.
                              
                              
                              By:                           
                                   Name:     
                                   Title:    
                              
                              
                              By:                           
                                   Name:     
                                   Title:    
                              
                              
                                                               
                    Waterford Gaming Finance Corp.
 
                   OFFICERS' CERTIFICATE TO TRUSTEE


     Pursuant to the offer to purchase dated February 24, 1999
(the "Offer") by Waterford Gaming Finance Corp. ("Finance") of all
of the outstanding 12-3/4% Senior Notes due 2003 (the "Notes")
issued by Finance and Waterford Gaming, L.L.C. (the "Company") from
the Holders (as defined below) thereof and their solicitation of
consents (the "Consents") from the Holders of the Notes to the
proposed amendments (the "Proposed Amendments") to the indenture
(the "Indenture") governing the Notes, waiver of certain
restrictive covenants and events of default ("Waivers"), the
undersigned officers of Finance (i) request the trustee under the
Indenture (the "Trustee") to enter into the supplemental indenture
effecting the Proposed Amendments (the "Supplemental Indenture")
and (ii) do hereby certify on behalf of Finance as follows:

     (i)  We have (a) read all conditions precedent (ifapplicable) specified  
in the Indenture relating to the Offer, the Consents, the Waivers, the 
Proposed Amendments and the Supplemental Indenture the resolutions of
Finance's Board of Directors with respect to the foregoing and such other
materials and documents, (b) made such examination as we deem necessary to
enable us to express an informed opinion as to whether or not such conditions
precedent have been complied with, and (c) assumed in such examination 
the genuineness of all signatures, the authenticity of all documents 
submitted to us as originals and the conformity to originals of all documents
submitted to us as copies thereof;

     (ii)  MacKenzie Partners, Inc., as the Information Agent, has informed 
us that 96.15% in aggregate principal amount of the Notes have been tendered
pursuant to the Offer and that the Holders thereof have consented to the 
Proposed Amendments; and

     (iii)  The conditions precedent (if applicable) specified in the 
Indenture relating to the Offer, the Consents, the Proposed Amendments and 
the Supplemental Indenture have been complied with.

     (iv)  In connection with this certificate, (i) we have read the 
conditions and covenants contained in the Indenture regarding amendments to 
the Indenture with the consent of the Holders and all definitions in the 
Indenture relating thereto, (ii) we have examined and are familiar with 
originals or copies, certified or otherwise identified to our satisfaction,
of (a) an execution copy of the Indenture and (b) reports of MacKenzie
Partners, Inc., as Information Agent, in connection with the Issuers' 
obtaining consents from the holders of at least 66-2/3% in aggregate 
principal amount of the Issuers' 12-3/4% Senior Secured Notes due 2003
regarding the amendments to the Indenture contained in the Supplemental
Indenture and (iii) as described above, we have made such examinations as
we have deemed necessary to express the opinion contained herein.

     This Officer's Certificate is furnished solely for your benefit pursuant
to Section 11.4 of the Indenture.  Latham & Watkins is entitled to rely on 
this certificate in connection with the opinions that such firm is rendering
pursuant to the Indenture and the Dealer Manager Agreement among Finance, the
Company, Bear, Stearns & Co. Inc., and Merrill Lynch & Co., dated March __, 
1999. 

     IN WITNESS WHEREOF, the undersigned have executed this Officers' 
Certificate as of this __ day of March, 1999.

                              Waterford Gaming Finance Corp.
                              
                              
                              By:                           
                              Name:     
                              Title:    
                              
                              
                              
                              By:                           
                              Name:     
                              Title: