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: 9/30/98

                                    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 for Waterford Gaming 
Finance Corp.                                                               1

Financial Information                                                       2

Condensed Balance Sheets of Waterford Gaming Finance Corp. 
as of September 30, 1998 (unaudited) and December 31, 1997                  3

Condensed Statements of Operations and Retained Earnings (Deficit) of 
Waterford Gaming Finance Corp. for the three months and nine months ended 
September 30, 1998 (unaudited) and September 30, 1997 (unaudited)           4 

Condensed Statements of Cash Flows of Waterford Gaming Finance
Corp. for the nine months ended September 30, 1998 (unaudited) and 
September 30, 1997 (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                               7

Item 3 -- Quantitative and Qualitative Disclosures about
          Market Risk                                                       8

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                                  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 September 30, 1998, and the related condensed statements 
of operations and retained earnings (deficit) for the three months and nine 
months ended September 30, 1998 and 1997, and the related condensed statements 
of cash flows for the nine months ended September 30, 1998 and 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, 1997, 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 6, 1998,
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, 1997, is fairly stated, in all material respects, in relation to the balance
sheet from which it has been derived.


                                            PricewaterhouseCoopers LLP


October 30, 1998


                                   1


Part I -- FINANCIAL INFORMATION
          ---------------------        

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

The unaudited condensed financial information as of September 30, 1998, and 
for the three months and nine months ended September 30, 1998, 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, 1998 (Unaudited) and December 31, 1997

                                 ----------



                                   ASSETS
   
     
                                          September 30,     December 31,
                                              1998              1997   
                                          -------------     ------------

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 the financial statements.



                                     3

<TABLE>
                                WATERFORD GAMING FINANCE CORP.
                                                   
              CONDENSED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)

     for the three months and nine months ended September 30, 1998 and September 30, 1997

                                          (Unaudited)

                                          -----------


                                        
                                        For the three   For the three   For the nine    For the nine
                                        months ended    months ended    months ended    months ended
                                        September 30,   September 30,   September 30,   September 30,
                                            1998            1997            1998           1997
                                        -------------   -------------   -------------   ------------
<S>                                     <C>             <C>             <C>             <C>
Revenue:                           
  Bank rebate                               $  --           $  --           $  --          $  74
Expenses:
  Bank charges                                 --              --              --             55
                                            -----           -----           -----          -----

  Net income                                   --              --              --             19
             
Retained earnings (deficit),     
  beginning of period                          --              --              --            (19)    
                                            -----           -----           -----          -----
Retained earnings (deficit),
  end of period                             $  --           $  --           $  --          $  --
                                            =====           =====           =====          =====


              The accompanying note is an integral part of the financial statements.
</TABLE>                                            

                                                    4


                          WATERFORD GAMING FINANCE CORP.

                        CONDENSED STATEMENTS OF CASH FLOWS

      for the nine months ended September 30, 1998 and September 30, 1997

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



                                            For the nine     For the nine
                                            months ended     months ended
                                            September 30,    September 30,
                                                1998             1997
                                            -------------    -------------

Cash flows from operating activities:
   Net income (loss)                            $  --            $  19
                                                -----            ----- 
     
     Net cash provided by operating 
       activities                                  --               19
                                                -----            -----

Net increase in cash                               --               19

Cash at beginning of period                       100               81
                                                -----            -----
  
Cash at end of period                           $ 100            $ 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 condensed interim financial statements have been prepared in 
accordance with the policies and should be read in conjunction with the 
Company's 1997 audited financial statements within the Company's Annual Report 
for the fiscal year ended December 31, 1997 on Form 10-K as filed with the 
Securities and Exchange Commission (the "Commission") File No. 333-17795-01 on 
March 30, 1998.  The condensed Balance Sheet at December 31, 1997, 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, 1998, and, 
the results of operations and retained earnings (deficit) for the three months 
and nine months ended September 30, 1998, and cash flows for the nine months 
ended September 30, 1998.  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 May 15, 1997 the Company functioned as co-issuer with its parent, 
Gaming, to issue 12-3/4% senior notes payable (the "Senior Notes").



                                     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.  

The Company is a wholly-owned subsidiary of Gaming.

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

Discussion of the quarter ended September 30, 1998
--------------------------------------------------

For the quarter ended September 30, 1998 the Company had no revenue and expense.

Discussion of the quarter ended September 30, 1997
--------------------------------------------------

For the quarter ended September 30, 1997 the Company had no revenue and expense.

Discussion of the nine months ended September 30, 1998
------------------------------------------------------

For the nine months ended September 30, 1998 the Company had no revenue and 
expense.

Discussion of the nine months ended September 30, 1997
------------------------------------------------------

Revenue for the nine months ended September 30, 1997 was $74 of rebated bank 
charges.

Bank charges for the nine months ended September 30, 1997 were $55.

As a result of the foregoing factors, the Company experienced net income of $19
for the nine months ended September 30, 1997.

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


                                     7


Item 3.    Quantitative and Qualitative Disclosures about Market Risk
           ----------------------------------------------------------
     
           NOT APPLICABLE.

Part II -- Other Information:
           ------------------

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

           NONE

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


                                     8


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
                                   and Smith Incorporated. (i) 
                     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, 1998, on Form 10-Q of Waterford
                                   Gaming, LLC dated November 13, 1998, 
                                   incorporated by reference to Waterford 
                                   Gaming, LLC's electronic filing of such 
                                   report on Form 10-Q 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.

         (b)   Form 8-K filed on August 14, 1998.

               Item 5.
                                   
               The Mohegan Tribal Gaming Authority (the "Authority") has filed 
               its quarterly report on Form 10-Q for the quarter ended June 30,
               1998, 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 of Form 10-Q, Securities and Exchange 
               Commission file reference no. 033-80655.

               Date of report: August 13, 1998.



                                     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:  November 13, 1998       By: /s/Len Wolman
                                    Len Wolman, Chief Executive Officer


Date:  November 13, 1998       By: /s/Del Lauria
                                    Del Lauria, Treasurer



                                     10