EXHIBIT - 31




                                  CERTIFICATION



I, Len Wolman, certify that:

1. I have reviewed this annual report on Form 10-K of Waterford Gaming, L.L.C.;

2. Based on my knowledge, this 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 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 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-15(e) and 15d-15(e)) for the registrant and we have:

     a)   designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed in this report any change in the registrant's internal
          controls over financial reporting that occurred during the
          registrant's most recent fiscal quarter that has materially affected,
          or is reasonably likely to materially affect the registrant's internal
          controls over financial reporting;

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

     a)   all significant deficiencies in the design or operation of internal
          controls over financial reporting which are reasonably likely to
          affect the registrant's ability to record, process, summarize and
          report financial information; 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 over financial reporting.




Date: March 27, 2006                    By: /s/ Len Wolman
                                        Len Wolman, Chief Executive Officer






<PAGE>

EXHIBIT - 31



                                  CERTIFICATION



I, Alan Angel, certify that:

1. I have reviewed this annual report on Form 10-K of Waterford Gaming, L.L.C.;

2. Based on my knowledge, this 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 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 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-15(e) and 15d-15(e)) for the registrant and we have:

     a)   designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures as of the end
          of the period covered by this report based on such evaluation; and

     c)   disclosed in this report any change in the registrant's internal
          controls over financial reporting that occurred during the
          registrant's most recent fiscal quarter that has materially affected,
          or is reasonably likely to materially affect the registrant's internal
          controls over financial reporting;

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

     a)   all significant deficiencies in the design or operation of internal
          controls which are reasonably likely to affect the registrant's
          ability to record, process, summarize and report financial
          information; 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 over financial reporting.




Date: March 27, 2006                     By: /s/ Alan Angel
                                         Alan Angel, Chief Financial Officer