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 26, 2004                    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 26, 2004                     By: /s/ Alan Angel
                                         Alan Angel, Chief Financial Officer