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 03/31/03

                                       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, 2003 (unaudited) and December 31, 2002                   3

Condensed Statements of Operations and Retained Earnings (Deficit)
of Waterford Gaming Finance Corp. for the three months
ended March 31, 2003 (unaudited) and March 31, 2002
(unaudited)                                                              4

Condensed Statements of Cash Flows of Waterford Gaming Finance Corp.
for the three months ended March 31, 2003 (unaudited) and
March 31, 2002 (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                            9

Item 3 -- Quantitative and Qualitative Disclosures about
          Market Risk                                                    9

Item 4 -- Controls and Procedures                                        9



Part II -- OTHER INFORMATION
----------------------------

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

Signatures- Waterford Gaming Finance Corp.                              12
Certifications                                                          13


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

Item 1 -- Financial Statements



                        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, 2003, and the related  condensed
statements of operations and retained  earnings  (deficit) and of cash flows for
each of the three month periods ended March 31, 2003 and 2002.  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 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, 2002, and
the related  statements of operations  and retained  earning  (deficit) and cash
flows for the year then ended (not  presented  herein),  and in our report dated
March  18,  2003  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,  2002,  is  fairly  stated in all
material  respects  in  relation  to the  balance  sheet  from which it has been
derived.


PricewaterhouseCoopers, LLP


May 20, 2003
Hartford, Connecticut


                                        1


Financial Information
---------------------

The unaudited condensed financial information as of March 31, 2003 and 2002, and
for the  three-month  periods  ended  March 31,  2003 and 2002  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, 2003 (Unaudited) and December 31, 2002
                ------------------------------------------------




                                              March 31,            December 31,
                                                2003                   2002
                                           -------------           ------------


      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, 2003 and 2002

<Table>

                                   (Unaudited)
                                -----------------
                        <C>                     <C>
                        For the three-months    For the three-months
                        ended                   ended
                        March 31, 2003          March 31, 2002

                       --------------------     -------------------
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.

</Table>

                                        4


                         Waterford Gaming Finance Corp.

                       Condensed Statements of Cash Flows

                For the Three Months ended March 31, 2003 and 2002

                                   (Unaudited)

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


                                                         2003            2002
                                                     -----------     -----------


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)
                                  -----------
Note 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") 2002 audited  financial  statements and should be read in conjunction
with the Company's 2002 audited financial statements within the Company's Annual
Report for the fiscal  year ended  December  31, 2002 on Form 10-K as filed with
the Securities and Exchange  Commission (the "Commission") File No. 333-17795-01
on March 26, 2003. The condensed  balance sheet at December 31, 2002,  contained
herein, was derived from audited financial statements,  but does not include all
disclosures  contained  in the Form 10-K and required by  accounting  principles
generally  accepted in the United  States of America.  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, 2003, the results of operations  and retained  earnings
(deficit) and of cash flows for each of the three-month  periods ended March 31,
2003  and  2002.  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.



Note 2.      $125 Million 9-1/2% Senior Notes Payable:

On March 17, 1999,  the Company and Gaming issued the $125 Million Senior Notes.
Payment of the principal  of, and interest on, the $125 Million  Senior Notes is
parri passu in right of payment with all of the  Company's  and Gaming's  senior
debt,  and  effectively  subordinate in right of payment to all of the Company's
and Gaming's existing and future secured and subordinated debts.

Interest on the $125 Million Senior Notes is payable semi-annually in arrears on
March 15 and  September 15 at a rate of 9-1/2% per annum,  commencing  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 all or any of the $125 Million Senior
Notes at any time on or after  March 15, 2004 at a  redemption  price equal to a
percentage  of the  principal  amount  of  notes  being  redeemed  plus  accrued
interest. Such percentage is set forth in the following table:


If notes are redeemed                                Percentage
---------------------                                ----------

after March 14, 2004 but
on or before March 14, 2005                          105.182%

after March 14, 2005 but
on or before March 14, 2006                          104.318%

after March 14, 2006
but on or before March 14, 2007                      103.455%

after March 14, 2007 but
on or before March 14, 2008                          102.591%

after March 14, 2008
but on or before March 14, 2009                      101.727%

after March 14, 2009
but on or before March 14, 2010                      100.864%

after March 14, 2010                                 100%



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.


                                        6




Pursuant  to the terms of the  Indenture,  if the  Company  and Gaming  have any
Company  Excess Cash,  as defined,  on February 1 or August 1 of any year,  they
must  redeem the $125  Million  Senior  Notes on the March 15 and  September  15
following such dates.  Any such  redemption will be made at a premium equal to a
percentage of the principal amount being redeemed.  Such percentage is set forth
in the following table:


If notes are redeemed with                Premium (expressed as percentage of
Company Excess Cash                       principal amount being redeemed)
-------------------------                 -----------------------------------

after March 14, 1999 but
on or before March 14, 2000                          109.500%

after March 14, 2000 but
on or before March 14, 2001                          108.636%

after March 14, 2001 but
on or before March 14, 2002                          107.773%

after March 14, 2002 but
on or before March 14, 2003                          106.909%

after March 14, 2003 but
on or before March 14, 2004                          106.045%

after March 14, 2004 but
on or before March 14, 2005                          105.182%

after March 14, 2005 but
on or before March 14, 2006                          104.318%

after March 14, 2006
but on or before March 14, 2007                      103.455%

after March 14, 2007 but
on or before March 14, 2008                          102.591%

after March 14, 2008
but on or before March 14, 2009                      101.727%

after March 14, 2009
but on or before March 14, 2010                      100.864%

after March 14, 2010                                 100%


The Company and Gaming have periodically redeemed $125 Million Senior Notes with
Company  Excess Cash, as defined,  pursuant to the terms of the  Indenture.  The
table below  summarizes  (a) the amount of Company  Excess Cash that the Company
and Gaming have  determined  was available  for the mandatory  redemption of the
$125 Million Senior Notes on February 1st and August 1st of each applicable year
pursuant to the terms of the Indenture,  (b) the aggregate  principal  amount of
$125 Million Notes redeemed with such Company Excess Cash, (c) the date on which
such  redemption was  consummated,  and (d) the premium at which such redemption
was made.

<TABLE>

<C>                       <C>                      <C>                     <C>                    <C>
Date                      Company Excess Cash      Principal amount of     Date of Redemption     Premium
                          (approximately)          notes redeemed
----------------          -------------------      -------------------     ------------------     -------
August 1, 1999             $8,983,000              $2,841,000              September 15, 1999     9.500%

February 1, 2000           $8,276,000              $2,277,000              March 15, 2000         8.636%

August 1, 2000             $5,902,000                $191,000              September 15, 2000     8.636%

February 1, 2001           $6,173,000                $452,000              March  15,  2001       7.773%

August 1, 2001             $9,765,000              $3,805,000              September  15, 2001    7.773%

February 1, 2002           $9,793,000              $4,031,000              March 15, 2002         6.909%

August 1, 2002             $8,923,000              $3,396,000              September 15, 2002     6.909%

February 1, 2003          $11,131,000              $5,658,000              March 15, 2003         6.045%


</TABLE>

                                        7



In some  circumstances,  if either  Gaming or its partner in 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 contains certain  affirmative and negative  covenants  customarily
contained in such  agreements,  including  without  limitation,  covenants  that
restrict, subject to specified exceptions the Company's and Finance'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.

On April 15, 2003,  the Company and Gaming  commenced an offer to repurchase all
of the $125  Million  Senior  Notes  prior to  maturity  and a  solicitation  of
consents  to amend the  Indenture.  Such  amendments  would  have the  effect of
eliminating   substantially  all  of  the  restrictive  covenants  and  security
provisions  relating to the $125  Million  Senior  Notes.  The tender  offer and
amendment  of the  Indenture  are  conditioned  upon,  among other  things,  the
consummation of financing  providing proceeds  sufficient to pay the total costs
of the tender offer and consent solicitation.

On May 15, 2003,  the Company and Gaming  announced  the extension of its tender
offer for all of the  outstanding  $125 Million Senior Notes and related consent
solicitation.  The tender offer will now expire at 12:00 midnight, New York City
time, on Wednesday,  June 11, 2003,  unless further extended or terminated.  The
consent  solicitation  will now  expire at 5:00  p.m.,  New York City  time,  on
Thursday,  May 28, 2003,  unless further extended or terminated,  and holders of
$125 Million Senior Notes will have the right to withdraw their previous tenders
and consents prior to the expiration of the consent  solicitation.  As of today,
the Company and Gaming have  received  duly  executed  tenders  from  holders of
$102,349,000 in principal amount of the $125 Million Senior Notes,  representing
100% of the principal  amount of the issued and outstanding  $125 Million Senior
Notes.



                                        8



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

This quarterly report on Form 10-Q contains "forward-looking  statements" within
the  meaning  of  Section  27A of the  Securities  Act  and  Section  21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),  including, in
particular,  the statements about the Company's plans, strategies and prospects.
Although  the Company  believes  that such  statements  are based on  reasonable
assumptions,  these forward-looking  statements are subject to numerous factors,
risks and  uncertainties  that could  cause  actual  outcomes  and results to be
materially different from those projected.

The  Company's  actual  results,   performance  or  achievements   could  differ
materially  from  those  expressed  in,  or  implied  by,  the   forward-looking
statements.  The  Company  can  give  no  assurances  that  any  of  the  events
anticipated by the forward-looking  statements will occur or, if any of them do,
what impact they will have on our results of operations and financial condition.
You  are  cautioned  not  to  place  undue  reliance  on  these  forward-looking
statements,  which  speak only as of the date of this  quarterly  report on Form
10-Q.

The Company is a wholly-owned subsidiary of Gaming.


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

Discussion of the Three Months ended March 31, 2003
---------------------------------------------------
and 2002
--------

For the three-months ended March 31, 2003 and 2002 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.



Item 4 -- Controls and Procedures

(a)  Evaluation of Disclosure Controls and Procedures

The Company  maintains  disclosure  controls and procedures that are designed to
ensure that information  required to be disclosed in the Company's reports filed
with, or furnished to, the Commission,  pursuant to the Securities  Exchange Act
of 1934, is recorded, processed, summarized and reported within the time periods
specified in the  Commission's  rules and forms,  and that such  information  is
accumulated and  communicated to the Company's  management,  including its Chief
Executive  Officer and  Treasurer,  as  appropriate,  to allow timely  decisions
regarding  required  disclosure based on the definition of "disclosure  controls
and  procedures" in Rule 13a-14(c) and 15d-14(c) of the Securities  Exchange Act
of 1934.

Within 90 days prior to the date of this  report,  the  Company  carried  out an
evaluation,  under the supervision and with the  participation  of the Company's
management,  including the Company's Chief  Executive  Officer and the Company's
Treasurer,  of the  effectiveness  of the design and  operation of the Company's
disclosure  controls and  procedures.  Based on the  foregoing  evaluation,  the
Company's  Chief  Executive  Officer and Treasurer  concluded that the Company's
disclosure controls and procedures were effective.

(b)  Changes in Internal Controls

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the evaluation of those controls by the Chief  Executive  Officer and Treasurer,
including any corrective actions with regard to any significant deficiencies and
material  weaknesses.  The  Company  believes  that its  internal  controls  and
procedures are effective.





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 TCA.

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  to 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.  In a
decision  dated  August 6, 2001,  the Court  dismissed  all claims  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, 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.  In  a  decision  dated  June  6,  2001,  the  Court  dismissed  the
counterclaims against Lee Tyrol. Leisure has moved for summary judgement seeking
dismissal of the counter claims in full.  This motion for summary  judgement was
denied.

Discovery  has  commenced.   Pursuant  to  the  current  scheduling  order,  all
depositions are to be completed by June 30, 2003. A trial date has not been set.

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.

                                        9

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 period ended  March
                              31, 2003 on Form 10-Q of Waterford Gaming, L.L.C.,
                              dated May 21, 2003 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,
                              2003, on Form 10-Q of the Mohegan Tribal Gaming
                              Authority (the "Authority") dated May 14, 2003,
                              incorporated by reference to the Authority's
                              electronic filing of such report on Form 10-Q,
                              Securities and Exchange Commission file reference
                              No. 033-80655.


                                       10

(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
     -------------------

(i)     Form 8-K filed on March 31, 2003

        Item 5.

          On  March  27,  2003,  the  Mohegan   Tribal  Gaming   Authority  (the
          "Authority")  filed a copy of an Amended and Restated  Loan  Agreement
          (the "Loan  Agreement") on Form 8-K, 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 on Form 8-K,  Securities
          and Exchange  Commission  file reference no.  033-80655.  On March 25,
          2003,  the  Authority  entered  into a Loan  Agreement  for up to $391
          million from a syndicate of 12 institutions  and commercial banks with
          Bank of  America,  N.A.  serving  as  Administrative  Agent.  The Loan
          Agreement  replaces  the  Authority's  existing  $300  million  senior
          secured credit  facility and is comprised of a revolving loan of up to
          $291  million and a $100  million  term loan,  both of which mature on
          March 31, 2008.


        Date of Report: March 27, 2003



(ii)    Form 8-K filed on April 22, 2003

        Item 5.

          On  April  21,  2003,  the  Mohegan   Tribal  Gaming   Authority  (the
          "Authority")  filed a copy of its Slot Machine  Statistical  Report on
          Form 8-K, 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 on Form 8-K,  Securities and Exchange  Commission  file
          reference no. 033-80655.


        Date of Report: April 21, 2003



(iii)   Form 8-K filed on May 7, 2003

        Item 5.

          On May 5, 2003, the Mohegan Tribal Gaming Authority (the  "Authority")
          filed a press  release  report  on Form  8-K,  announcing  its  second
          quarter ended March 31, 2003  operating  results,  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 on Form
          8-K, Securities and Exchange Commission file reference no. 033-80655.


        Date of Report: May 5, 2003



                                       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 21, 2003                      By: /s/Len Wolman
                                        Len Wolman, Chief Executive Officer






Date: May 21, 2003                      By: /s/Del Lauria
                                        Del Lauria, Treasurer




                                       12

                                  CERTIFICATION

I, Len Wolman, certify that:

1. I have reviewed this annual report on Form 10-K of Waterford  Gaming  Finance
Corp.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

(a)  Designed such  disclosure  controls and  procedures to ensure that material
     information relating to the registrant,  and any consolidated subsidiaries,
     is made known to us by others within the  registrant,  particularly  during
     the period in which this annual report is being prepared;

(b)  Evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and

(c)  Presented in this annual report our conclusions  about the effectiveness of
     the disclosure  controls and  procedures  based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the registrant's board
of directors (or persons performing equivalent functions):

(a)  All  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

(b)  Any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.


Date: May 21, 2003





/s/ Len Wolman                 Chief Executive Officer
----------------------
Len Wolman


                                       13

                                  CERTIFICATION

I, Del J. Lauria, certify that:

1. I have reviewed this annual report on Form 10-K of Waterford  Gaming  Finance
Corp.;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

(a)  Designed such  disclosure  controls and  procedures to ensure that material
     information relating to the registrant,  and any consolidated subsidiaries,
     is made known to us by others within the  registrant,  particularly  during
     the period in which this annual report is being prepared;

(b)  Evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and

(c)  Presented in this annual report our conclusions  about the effectiveness of
     the disclosure  controls and  procedures  based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the registrant's board
of directors (or persons performing equivalent functions):

(a)  All  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

(b)  Any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6. The registrant's other certifying officer and I have indicated in this annual
report whether or not there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.


Date: May 21, 2003





/s/ Del J. Lauria                Treasurer
----------------------
Del J. Lauria

                                       14