UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                              FORM 10-K

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

             For the fiscal year ended December 31, 1999

                                  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       (IRS 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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class     Name of each exchange on which registered
     NONE


Securities registered pursuant to Section 12(g) of the Act:
                        NONE
                   (Title of Class)

The registrant meets the conditions set forth in General Instruction J(1)(a)
and (b) of Form 10-K and is therefore filing this Form 10-K with the reduced
disclosure format.

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.

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K: Not applicable.

                    WATERFORD GAMING FINANCE CORP.
                          INDEX TO FORM 10-K

PART I.                                                            PAGE

Item 1.   Business                                                   1
Item 2.   Properties                                                 3
Item 3.   Legal Proceedings                                          3
Item 4.   Submission of Matters to a Vote of Security Holders        3

PART II.

Item 5.   Market for Registrant's Common Equity and
          Related Stockholder Matters                                3
Item 6.   Selected Financial Data                                    3
Item 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                        4
Item 8.   Financial Statements and Supplementary Data                5
Item 9.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure                        5

PART III.

Item 10.  Directors and Executive Officers of the Registrant         5
Item 11.  Executive Compensation                                     5
Item 12.  Security Ownership of Certain Beneficial Owners and
          Management                                                 5
Item 13.  Certain Relationships and Related Transactions             5

PART IV.

Item 14.  Exhibits, Financial Statement Schedules and
          Reports on Form 8-K                                        6

                                PART I

ITEM 1.   BUSINESS

A.   General

Waterford Gaming Finance Corp., (the "Company"), a Delaware corporation, was
formed on October 22, 1996 as 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.

B.   $125 Million 9-1/2% Senior Notes

On March 17, 1999, the Company and Gaming, issued $125 Million Senior Notes,
which mature March 15, 2010.  Payment of the principal of, and interest on,
the $125 Million Senior Notes is subordinate in right of payment to all their
existing and future secured debts.

Interest is payable semi-annually in arrears on March 15 and September 15 at
a rate of 9-1/2% per annum which commenced on 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 the $125 Million Senior
Notes at any time on or after March 15, 2004 at a redemption price equal to a
percentage (105.182% after March 14, 2004, and declining to 104.318% after
March 14, 2005, 103.455% after March 14, 2006, 102.591% after March 14, 2007,
101.727% after March 14, 2008, 100.864% after March 14, 2009, and to 100%
after March 14, 2010) of the principal amount thereof plus accrued interest.
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.

If the Company and Gaming have any Company Excess Cash, as defined, they must
redeem the $125 Million Senior Notes (on a semi-annual basis on March 15 and
September 15) equal to a percentage (109.500% after March 15, 1999 and declining
to 108.636% after March 14, 2000, 107.773% after March 14, 2001, 106.909%
after March 14, 2002, 106.045% after March 14, 2003, 105.182% after March 14,
2004, 104.318% after March 14, 2005, 103.455% after March 14, 2006, 102.591%
after March 14, 2007, 101.727% after March 14, 2008, 100.864% after March 14,
2009, and to 100% after March 14, 2010).  On August 1, 1999 the Company and
Gaming had Company Excess Cash, as defined, available for mandatory
redemption of the $125 Million Senior Notes totaling approximately $8,983,000,
and accordingly on September 15, 1999 the Company and Gaming made a mandatory
redemption of $125 Million Senior Notes in the principal amount of $2,841,000
at the redemption price of 109.50%.  On February 1, 2000 the Company and
Gaming had Company Excess Cash, as defined, available for mandatory redemption
of the $125 Million Senior Notes totaling approximately $8,276,000, and
accordingly on March 15, 2000 the Company and Gaming made a mandatory redemption
of $125 Million Senior Notes in the principal amount of $2,277,000 at the
redemption price of 108.636%.  In some circumstances, if either Gaming or its
partner in Trading Cove Associates ("TCA") exercises the option to buy or
sell partnership interests in TCA, the Company and Gaming must redeem the $125
Million Senior Notes.

                                   1

The indenture relating to the $125 Million Senior Notes (the "Indenture")
contains certain affirmative and negative covenants customarily contained in
agreements of this type, including without limitation, covenants that
restrict, subject to specified exceptions the Company's and Gaming'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.

                                  2

ITEM 2.   PROPERTIES

The Company does not have an ownership interest in real property.

ITEM 3.   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 Trading Cove Associates.

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 is pending in the Judicial District of Middlesex at Middletown,
Connecticut.  The suit alleges 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 suit seeks
unspecified legal and equitable damages.  A Motion to Strike and a Motion for
Summary Judgement, each with respect to all claims, have been filed on behalf
of all of the Defendants.

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.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Omitted.

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDERS MATTERS

Not Applicable.

ITEM 6.   SELECTED FINANCIAL DATA

Omitted.

                                  3

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

The following discussions should be read in conjunction with, and is
qualified in its entirety by, the Company's financial statements and the
notes thereto included elsewhere herein.

Certain Forward Looking Statements
----------------------------------

Certain information included in this Form 10-K and other materials filed or
to be filed by the Company with the Securities and Exchange Commission
(as well as information included in oral statements or other written
statements made or to be made by the Company) contains forward-looking
statements, within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Such forward-looking information involves important risks and uncertainties that
could significantly affect anticipated results in the future and, accordingly,
such results may differ from those expressed in any forward-looking statements
made by or on behalf of the Company.

Discussion of the year ended December 31, 1999
----------------------------------------------

For the year ended December 31, 1999 the Company had no revenue and expense.

Discussion of the year ended December 31, 1998
----------------------------------------------

For the year ended December 31, 1998 the Company had no revenue and expense.

Discussion of the year ended December 31, 1997
----------------------------------------------

Revenue for the year ended December 31, 1997 was $74.

Expenses for the year ended December 31, 1997 were $55.

As a result of the foregoing factors, the Company's net income for the twelve
months ended December 31, 1997 was $19.

The Company is a wholly-owned subsidiary of Waterford Gaming, L.L.C.
("Gaming").

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

                                  4

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Financial Statements on Page 7.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

None.

                               Part III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information with respect to persons
who are members of the Board of Directors of the Company or who are executive
officers of the Company.



Name                     Age            Position

Len Wolman               45             President, Chief
                                        Executive Officer, Member
                                        of the Board of Directors

Del J. Lauria            51             Secretary, Treasurer,
                                        Member of the Board of
                                        Directors

ITEM 11.  EXECUTIVE COMPENSATION

Omitted.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

The Company is a wholly owned subsidiary of Gaming.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Omitted.

                                  5

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES 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)
            27           Financial Data Schedule - included in
                         Edgar filing only.
            99.1         Annual Report, for the year ended
                         December 31, 1999 on Form 10-K of
                         Waterford Gaming, L.L.C., dated March 27, 2000,
                         incorporated by reference to Waterford
                         Gaming, L.L.C.'s electronic filing of
                         such report on Form 10-Q Securities and
                         Exchange Commission (the "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.

               (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.

                                  6

(b)  Financial Statement Schedules

     INDEX TO FINANCIAL STATEMENTS

     Report of Independent Accountants                      F-1
     Financial Statements:
     Balance Sheets of as of December 31, 1999 and 1998     F-2
     Statements of Operations and Retained
       Earnings (Deficit) for the years ended
        December 31, 1999, 1998 and 1997                    F-3
     Statements of Cash Flows for the years ended
       December 31, 1999, 1998 and 1997                     F-4
     Notes to Financial Statements                          F-5



                                  7


                   REPORT OF INDEPENDENT ACCOUNTANTS




To the Stockholder of
Waterford Gaming Finance Corp.



In our opinion, the accompanying balance sheets and the related statements of
operations, retained earnings (deficit) and of cash flows present fairly, in
all material respects, the financial position of Waterford Gaming Finance Corp.
(the "Company") at December 31, 1999 and 1998, and the results of its operations
and their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting principles generally
accepted in the United States.  These financial statements are the
responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits.  We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for the
opinion expressed above.


PricewaterhouseCoopers LLP


March 9, 2000



                                 F-1



                    WATERFORD GAMING FINANCE CORP.

                              BALANCE SHEETS

                       December 31, 1999 and 1998
                               ----------



                                      1999        1998
                                     ------      ------

         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 financial statements.



                                   F-2
<TABLE>

                          WATERFORD GAMING FINANCE CORP.

               STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)

                  For the Years Ended December 31, 1999, 1998 and 1997
                                     ---------


                                             1999           1998              1997
                                        -------------  -------------    ---------------
<S>                                     <C>            <C>              <C>
Revenue:
  Bank rebate                               $  --          $  --              $ 74
Expenses:
  Bank charges                                 --             --                55
                                            -----          -----             -----
Net income                                     --             --                19
Retained earnings (deficit),
  beginning of year                            --             --               (19)
                                            -----          -----             -----
Retained earnings (deficit),
  end of year                               $  --          $  --             $  --
                                            =====          =====             =====


              The accompanying notes are an integral part of these financial statements.

</TABLE>
                                             F-3


                    WATERFORD GAMING FINANCE CORP.

                       STATEMENTS OF CASH FLOWS

         For the Years Ended December 31, 1999, 1998 and 1997

                              ----------




                             1999           1998            1997
                         ------------   ------------   --------------

Cash flows from
 operating activities:
   Net income              $  --          $  --             $  19
                           -----          -----             -----
   Net cash provided by
     operating
       activities             --             --                19
                           -----          -----             -----
   Net increase
     in cash                  --             --                19
   Cash at beginning
     of year                 100            100                81
                           -----          -----             -----
   Cash at end of
     year                  $ 100          $ 100             $ 100
                           =====          =====             =====

   The accompanying notes are an integral part of these financial statements.

                                        F-4


                    WATERFORD GAMING FINANCE CORP.

                    NOTES TO FINANCIAL STATEMENTS

1.   ORGANIZATION:

     Waterford Gaming Finance Corp. (the "Company"), a Delaware corporation,
was formed on October 22, 1996 as 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.  The Company is not expected to have significant
operating activity.  Funding for future operations will come from the financial
support of its parent, Gaming.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

  Accounting Method

     The financial statements have been prepared utilizing the accrual method of
accounting.

  Use of Estimates

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, as well as the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

3.   $125 MILLION 9-1/2% SENIOR NOTES

     On March 17, 1999, the Company and Gaming, issued $125 Million Senior
Notes, which mature March 15, 2010.  Payment of the principal of, and
interest on, the $125 Million Senior Notes is subordinate in right of payment to
all their existing and future secured debts.

     Interest is payable semi-annually in arrears on March 15 and September
15 at a rate of 9-1/2% per annum and commenced on September 15, 1999.


                                 F-5

     The principal amount of the $125 Million Senior Notes is payable on
March 15, 2010.  The Company and Gaming may elect to redeem the $125 Million
Senior Notes at any time on or after March 15, 2004 at a redemption price equal
to a percentage (105.182% after March 14, 2004 and declining to 104.318% after
March 14, 2005, 103.455% after March 14, 2006, 102.591% after March 14, 2007,
101.727% after March 14, 2008, 100.864% after March 14, 2009 and to 100%
after March 14, 2010) of the principal amount thereof plus accrued interest.
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.

     If the Company and Gaming have any Company Excess Cash, as defined, they
must redeem the $125 Million Senior Notes (on a semi-annual basis on March 15
and September 15) equal to a percentage (109.500% after March 15, 1999 and
declining to 108.636% after March 14, 2000, 107.773% after March 14, 2001,
106.909% after March 14, 2002, 106.045% after March 14, 2003, 105.182% after
March 14, 2004, 104.318% after March 14, 2005, 103.455% after March 14, 2006,
102.591% after March 14, 2007, 101.727% after March 14, 2008, 100.864% after
March 14, 2009 and to 100% after March 14, 2010).  On August 1, 1999 the
Company and Gaming had Company Excess Cash, as defined, available for
mandatory redemption of the $125 Million Senior Notes totaling approximately
$8,983,000, and accordingly on September 15, 1999 the Company and Gaming made
a mandatory redemption of $125 Million Senior Notes in the principal amount of
$2,841,000 at the redemption price of 109.50%.  On February 1, 2000 the
Company and Gaming had Company Excess Cash, as defined, available for
mandatory redemption of the $125 Million Senior Notes totaling approximately
$8,276,000 and accordingly the Company and Gaming will make a mandatory
redemption of $125 Million Senior Notes in the principal amount of $2,277,000
at the redemption price of 108.636% on March 15, 2000.  In some circumstances,
if either Gaming or its partner in Trading Cove Associates ("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 relating to the $125 Million Senior Notes (the
"Indenture") contains certain affirmative and negative covenants customarily
contained in agreements of this type, including without limitation, covenants
that restrict, subject to specified exceptions the Company's and Gaming'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.

                                   F-6

4.   SUBSEQUENT EVENT

     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 Trading Cove Associates.

     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 is pending in the Judicial District of Middlesex
at Middletown, Connecticut.  The suit alleges 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 suit seeks
unspecified legal and equitable damages.  A Motion to Strike and a Motion for
Summary Judgement, each with respect to all claims, have been filed on behalf
of all of the Defendants.

     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.


                                 F-7



(c)   Reports on Form 8-K

     i) Form 8-K filed on December 21, 1999.

          Item 5.

          The Mohegan Tribal Gaming Authority (the "Authority") has filed its
          1999 annual report on Form 10-K for the fiscal year ended December
          31, 1999, 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-K, Securities and Exchange
          Commission file reference no. 033-80655.

          Date of Report: December 20, 1999


     ii) Form 8-K filed on February 15, 2000

          Item 5.

          The Mohegan Tribal Gaming Authority (the "Authority") has filed its
          quarterly report on Form 10-Q for the quarter ended December 31,
          1999, 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, Securities and Exchange
          Commission file reference no. 033-80655.

          Date of Report: February 14, 2000


                              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.



                    Waterford Gaming Finance Corp.

Date: March 27, 2000    By: /s/Len Wolman
                            Len Wolman, Chief Executive Officer

Date: March 27, 2000    By: /s/Del Lauria
                            Del Lauria, Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed by the following persons on behalf of
the registrant and in the capacities indicated on March 27, 2000.

Signature                     Title

/s/ Len Wolman                President, Chief Executive Officer,
    Len Wolman                Member of the Board of Directors

/s/ Del J. Lauria             Secretary, Treasurer,
    Del J. Lauria             Member of the Board of Directors


                                  8