<PAGE>   1
                           UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549

                             FORM 10-K/A

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

           For the fiscal year ended December 31, 1998

                                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)
<PAGE>   2
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

<TABLE>
<CAPTION>
PART I.                                                               PAGE
<S>                                                                   <C>
Item 1.   Business                                                     1
Item 2.   Properties                                                   1
Item 3.   Legal Proceedings                                            1
Item 4.   Submission of Matters to a Vote of Security Holders          1

PART II.

Item 5.   Market for Registrant's Common Equity and
          Related Stockholder Matters                                  1
Item 6.   Selected Financial Data                                      2
Item 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                          2
Item 8.   Financial Statements and Supplementary Data                  3
Item 9.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure                          3

PART III.

Item 10.  Directors and Executive Officers of the Registrant           3
Item 11.  Executive Compensation                                       3
Item 12.  Security Ownership of Certain Beneficial Owners and
          Management                                                   3
Item 13.  Certain Relationships and Related Transactions               4

PART IV.

Item 14.  Exhibits, Financial Statement Schedules and
          Reports on Form 8-K                                        4-6
</TABLE>

<PAGE>   3
                                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"). The Company functions as a co-issuer with Gaming to issue
12-3/4% Senior Notes payable November 15, 2003 (the "Senior Notes").

On February 24, 1999, the Company and Waterford Gaming, L.L.C. launched a tender
offer for all of the outstanding Senior Notes and are soliciting consents from
the registered holders of the Senior Notes to effect certain amendments to the
indenture.

The purchase price to be paid by the Company and Waterford Gaming, L.L.C. for 
Senior Notes validly tendered and accepted for purchase will be an amount that 
is the greater of $1,124.67 and the price that will be determined in accordance 
with a pricing formula that is based on a fixed spread of 50 basis points over 
the yield of the 5.875% U.S. Treasury Note due November 15, 1999 as of 2:00 
p.m., New York City time, on March 3, 1999, as well as accrued and unpaid 
interest up to, but not including, the payment date.

Holders who provide consents to the proposed amendments will receive a consent
payment of $30 per $1,000 principal amount of Senior Notes tendered and accepted
for purchase pursuant to the offer if they provide their consents on or prior to
5:00 p.m., New York City time, on March 3, 1999, unless such date is extended.
The Company's and Gaming's obligation to accept for purchase and to pay for
Senior Notes in the tender offer is conditioned on, among other things, consents
by holders of the requisite principal amount to effect the desired indenture
modifications. 


ITEM 2. PROPERTIES

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

ITEM 3. LEGAL PROCEEDINGS

On December 24, 1998, Leisure Resort Technology, Inc. wrote a letter to Trading
Cove Associates ("TCA") asserting that TCA and/or certain of TCA's partners
breached various fiduciary duties to Leisure Resort Technology, Inc. and that
TCA's conduct in negotiating the prior settlement constituted a violation of the
anti-fraud provisions of both federal and Connecticut securities laws, as well
as violations of other laws. Gaming believes that if such claims are pursued, it
has meritorious defenses; however no litigation has been filed to date and no
assurance can be given that any ultimate claim will be decided in Gaming's
favor.

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.

                                       1
<PAGE>   4
ITEM 6.  SELECTED FINANCIAL DATA

Omitted.

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.

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.

Discussion of the period from November 6, 1996 (commencement of operations)
---------------------------------------------------------------------------
to December 31, 1996
--------------------

Revenue for the period ended December 31, 1996 was $0.

Expenses for the period ended December 31, 1996 were $19.

As a result of the foregoing factors, the Company's net loss for the period
ended December 31, 1996 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.

                                       2
<PAGE>   5
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Financial Statements on Page 5.

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.

<TABLE>
<CAPTION>
Name                      Age      Position
<S>                       <C>      <C>
Len Wolman..........      44       President, Chief Executive Officer,
                                   Member of the Board of Directors
Del J. Lauria.......      50       Secretary, Treasurer, Member of the Board
                                   of Directors
</TABLE>

ITEM 11.  EXECUTIVE COMPENSATION

Omitted.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Company is a wholly-owned subsidiary of Gaming.

                                       3
<PAGE>   6
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Omitted.

                              PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

          (a) Exhibits

<TABLE>
<CAPTION>
              Exhibit No.    Description
<S>           <C>            <C>
              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
                             and Smith Incorporated. (i)

             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, 1998, on Form 10-K of Waterford Gaming,
                             LLC dated March 2, 1999, incorporated by
                             reference to Waterford Gaming, LLC's
                             electronic filing of such report on Form 10-K
                             Securities and Exchange Commission (the
                             "Commission") file reference no. 333-17795.
</TABLE>

             (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.

                                       4
<PAGE>   7

          (b)  Financial Statement Schedules

               INDEX TO FINANCIAL STATEMENTS

               Report of Independent Accountants........................   F-1
               Financial Statements:
               Balance Sheets of as of December 31, 1998 and 1997.......   F-2
               Statements of Operations and Retained Earnings (Deficit) 
                 for the years ended December 31, 1998 and 1997 and for 
                 the period from November 6, 1996 (commencement of 
                 operations) to December 31, 1996.......................   F-3
               Statements of Cash Flows for the years ended December 31,
                 1998 and 1997 and for the period from November 6, 1996
                 (commencement of operations) to December 31, 1996......   F-4
               Notes to Financial Statements............................   F-5



                                       5
<PAGE>   8
 
                       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, 1998 and 1997, and the results of its operations
and their cash flows for each of the two years in the period ended December 31,
1998 and the two month period ended December 31, 1996, in conformity with
generally accepted accounting principles. 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 generally accepted auditing
standards 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
 
FEBRUARY 24, 1999
 
                                      F-1
<PAGE>   9
 
                         WATERFORD GAMING FINANCE CORP.
 
                                 BALANCE SHEETS
                           DECEMBER 31, 1998 AND 1997
 
<TABLE>
<CAPTION>
                                                              1998    1997
                                                              ----    ----
<S>                                                           <C>     <C>
  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
                                                              ====    ====
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

                                      F-2
<PAGE>   10
 
                         WATERFORD GAMING FINANCE CORP.
 
            STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)
     FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND FOR THE PERIOD FROM
       NOVEMBER 6, 1996 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1996
 
<TABLE>
<CAPTION>
                                                     FOR THE         FOR THE       FOR THE PERIOD FROM
                                                    YEAR ENDED      YEAR ENDED      NOVEMBER 6, 1996
                                                   DECEMBER 31,    DECEMBER 31,      TO DECEMBER 31,
                                                       1998            1997               1996
                                                   ------------    ------------    -------------------
<S>                                                <C>             <C>             <C>
Revenue:
  Bank rebate....................................       $--            $74                $ --
Expenses:
  Bank charges...................................       --              55                  19
                                                        --             ---                ----
Net income.......................................       --              19                 (19)
Retained earnings (deficit), beginning of year
  (period).......................................       --             (19)                 --
                                                        --             ---                ----
Retained earnings (deficit), end of year
  (period).......................................       $--            $--                $(19)
                                                        ==             ===                ====
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

                                      F-3
<PAGE>   11
 
                         WATERFORD GAMING FINANCE CORP.
 
                            STATEMENTS OF CASH FLOWS
     FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND FOR THE PERIOD FROM
       NOVEMBER 6, 1996 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1996
 
<TABLE>
<CAPTION>
                                                     FOR THE         FOR THE       FOR THE PERIOD FROM
                                                    YEAR ENDED      YEAR ENDED      NOVEMBER 6, 1996
                                                   DECEMBER 31,    DECEMBER 31,      TO DECEMBER 31,
                                                       1998            1997               1996
                                                   ------------    ------------    -------------------
<S>                                                <C>             <C>             <C>
Cash flows from operating activities:
  Net income (loss)..............................      $ --            $ 19               $(19)
                                                       ----            ----               ----
  Net cash provided by (used in)operating
     activities..................................        --              19                (19)
                                                       ----            ----               ----
  Net increase (decrease) in cash................        --              19                (19)
  Cash at beginning of year (period).............       100              81                100
                                                       ----            ----               ----
  Cash at end of year (period)...................      $100            $100               $ 81
                                                       ====            ====               ====
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

                                      F-4
<PAGE>   12
 
                         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. 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
"Senior Notes"). The Company is not expected to have significant operating
activity. Funding for future operations will come from the financial support of
its parent, Waterford Gaming, L.L.C.
 
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.  SUBSEQUENT EVENT:
 
     On February 24, 1999, the Company and Waterford Gaming, L.L.C. launched a
tender offer for all of the outstanding Senior Notes and are soliciting consents
from the registered holders of the Senior Notes to effect certain amendments to
the indenture.
 
     The purchase price to be paid by the Company and Waterford Gaming, L.L.C.
for Senior Notes validly tendered and accepted for purchase will be an amount
that is the greater of $1,124.67 and the price that will be determined in
accordance with a pricing formula that is based on a fixed spread of 50 basis
points over the yield of the 5.875% U.S. Treasury Note due November 15, 1999 as
of 2:00 p.m., New York City time, on March 3, 1999, as well as accrued and
unpaid interest up to, but not including, the payment date.
 
     Holders who provide consents to the proposed amendments will receive a
consent payment of $30 per $1,000 principal amount of Senior Notes tendered and
accepted for purchase pursuant to the offer if they provide their consents on or
prior to 5:00 p.m., New York City time, on March 3, 1999, unless such date is
extended. The Company's and Waterford Gaming, L.L.C.'s obligation to accept for
purchase and to pay for Senior Notes in the tender offer is conditioned on,
among other things, consents by holders of the requisite principal amount to
effect the desired indenture modifications.
 
                                      F-5
<PAGE>   13
          (c)  Reports on Form 8-K

               i)Form 8-K filed on January 6, 1999.

                    Item 5.

                    The Mohegan Tribal Gaming Authority (the "Authority") has
                    filed its annual report on Form 10-K for the fiscal year
                    ended September 30, 1998, 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.

               ii)  Form 8-K filed on February 10, 1999

                    Item 5.

                    The Mohegan Tribal Gaming Authority (the "Authority") has
                    filed its quarterly report on Form 10-Q for the quarter
                    ended December 31, 1998, 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.


                                       6

<PAGE>   14
                                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 8, 1999     By: /s/Len Wolman
                            Len Wolman, Chief Executive Officer

Date: March 8, 1999     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 8, 1999.

<TABLE>
<CAPTION>
Signature                    Title
<S>                          <C>
/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
</TABLE>