SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 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:	9/30/97

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
EXCHANGE ACT OF 1934

For the transaction period 			 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 
incorporation or organization)            (I.R.S. Employer Identification No.)

         914 Hartford Tpke. 
           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                                    1

Financial Information                                                2

Condensed Balance Sheets of Waterford Gaming Finance Corp. 
as of September 30, 1997 (unaudited) and December 31, 1996.          3

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

Condensed Statement of Cash Flows of Waterford Gaming Finance 
Corp. for the nine months ended September 30, 1997 (unaudited).      5

Note to Condensed Financial Statements of Waterford Gaming 
Finance Corp. (unaudited).                                           6

ITEM 2 -- Management's Discussion and Analysis of Financial 
Condition and Results of Operations.                                 7

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                           8-9

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, 1997, and the related condensed 
statements of operations and retained earnings (deficit) for the three 
months and nine months ended September 30, 1997, and the related condensed 
statement of cash flows for the nine months ended September 30, 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, 1996, and the related 
statements of operations and retained earnings (deficit) and cash flows for
the period from November 6, 1996 (commencement of operations) to December 
31, 1996 (not presented herein); and in our report dated April 17, 1997, 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, 1996, is fairly stated, in all material respects, in relation to 
the balance sheet from which it has been derived.

                                                    Coopers & Lybrand, L.L.P.

Hartford, Connecticut
October 27, 1997

                                     1    




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

Item 1.   Financial Statements
          --------------------
        
The unaudited condensed financial information as of September 30, 1997, and
for the three months and nine months ended September 30, 1997, included in 
this report was reviewed by Coopers & Lybrand, L.L.P., 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, 1997 (Unaudited) and December 31, 1996
                                  ________



                                   ASSETS

                                               September 30,     December 31,
                                                  1997              1996
                                               _____________     ____________


Cash                                            $  100             $  81
                                                ______             ______


                             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)                         -                (19)
                                                ______             ______

Total stockholder's equity                      $  100             $  81
                                                ______             ______




The accompanying note is an integral part of the financial statements.

                                     3
	


                      WATERFORD GAMING FINANCE CORP.

    CONDENSED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)

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

                                (Unaudited)
                                 _________


                                       	For the three         	For the nine
                                        months ended           months ended
                                     September 30, 1997     September 30, 1997
                                     __________________     __________________


Revenue:			
  Bank rebate                                $ -                   $ 74

Expenses:			
  Bank charges                                 -                     55
                                             ____                  ____
 

       Net income                              -                     19

Deficit, beginning of period                   -                    (19)
                                             ____                  ____

Retained earnings, end of period             $ -                   $ -
                                             ____                  ____
 


The accompanying note is an integral part of the financial statements.

                                     4






                     WATERFORD GAMING FINANCE CORP.

                    CONDENSED STATEMENT OF CASH FLOWS

               for the nine months ended September 30, 1997 

                                (Unaudited)
                                 _________


Cash flows from operating activities:	
          Net income                                               $ 19
                                                                   ____

Net cash provided by operating activities                            19
                                                                   ____

Net increase in cash                                                 19

Cash at beginning of period                                          81
                                                                   ____
                                                                   
Cash at end of period                                              $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 interim financial statements should be read in conjunction
   with the Company's 1996 audited financial statements within the Company's
   Registration Statement on Form S-4, as amended, initially filed with the
   Securities and Exchange Commission (the "Commission") File No. 
   333-17795-01 on April 29, 1997.

   The unaudited 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, 1997, and the
   results of operations and  retained earnings (deficit) for the three 
   months and nine months ended September 30, 1997, and the related statement
   of cash flows for the nine months ended September 30, 1997.  The Company 
   was formed on October 22, 1996 and, accordingly, there are no comparative 
   statements for the corresponding three months and nine months ending
   September 30, 1996.  Results of operations for the period are not 
   necessarily indicative of the results to be expected for the full year.

   The following significant event has occurred subsequent to fiscal year 
   1996, which requires disclosure in this interim report per Regulation S-X,
   Rule 10-01, Paragraph(a)(5).  

   Effective as of May 15, 1997, the Company functioned as a co-issuer with 
   its parent, Waterford Gaming, L.L.C., to issue 12-3/4% senior notes payable
   (the "Notes") which were registered with the Commission through a 
   Registration Statement on Form S-4 under the Securities Exchange Act of 
   1933.  As a result, the Company is subject to the informational 
   requirements of the Securities Exchange Act of 1934.


                                     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 notes thereto.

Waterford Gaming Finance Corp. is a wholly-owned subsidiary of Waterford 
Gaming, L.L.C.


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

Discussion of the period from July 1, 1997 to September 30, 1997 
----------------------------------------------------------------

Revenue for the quarter ended September 30, 1997 was $0.

Expenses for the quarter ended September 30, 1997 were $0.

As a result of the foregoing factors, the Company's net income for the three
months ended September 30, 1997 was $0.

Discussion of the period from January 1, 1997 to September 30, 1997
-------------------------------------------------------------------

Revenue for the nine months ended September 30, 1997 was $74.

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

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

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

The Company was formed on October 22, 1996 and accordingly there are no 
comparative results of operations for the corresponding quarter ending 
September 30, 1996 and for the corresponding nine months ending September 30,
1996.

                                     7



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

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

          On August 6, 1997, a former partner of Trading Cove Associates
          (the "Manager") filed a lawsuit against the Manager, Waterford 
          Gaming, L.L.C. and its owners, Sun Cove Ltd. and RJH Development 
          Corp. claiming breach of contract, breach of fiduciary duties and
          other matters in connection with the development of the Mohegan Sun
          Casino by the Manager.  Waterford Gaming, L.L.C. believes that 
          it has meritorious defenses and intends to vigorously defend the 
          lawsuit and that the outcome of the lawsuit will not have a material
          adverse effect on the business of the Company.

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)
               4.2                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 & Smith Incorporated. (i)

                                  8



              21.1                Subsidiaries of Waterford Gaming Finance
                                  Corp. (i)
              27                  Financial Data Schedule - included in Edgar
                                  filing only.
              99.1                Quarterly Report, for the period ended
                                  June 30, 1997, on Form 10-Q of the Mohegan
                                  Tribal Gaming	Authority (the "Authority") 
                                  dated August 13, 1997, incorporated by
                                  reference to the Authority's electronic
                                  filing of such report on Form 10-Q Commission
                                  file reference no. 033-80655.
              99.2                Quarterly Report on Form 10-Q of Waterford
                                  Gaming, L.L.C., dated November 13, 1997,
                                  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.

              (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.

              (b)  Form 8-K filed on August 15, 1997.

                   Item 5.

                     The Mohegan Tribal Gaming Authority (the "Authority") has
                   filed its quarterly report on Form 10-Q for the period ended
                   June 30, 1997, 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 10-Q
                   Commission file reference no. 033-80655.

                   Date of Report:  August 13, 1997

                                      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, 1997           By:/s/Len Wolman
                                     Len Wolman, Chief Executive Officer

Date:	November 13, 1997           By:/s/Del Lauria
                                     Del Lauria, Treasurer


                                     10