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, 2002

                               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:

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



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

PART II.

Item 5.   Market for Registrant's Common Equity and
          Related Stockholder Matters                           2
Item 6.   Selected Financial Data                               2
Item 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                   3
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        3

PART IV.

Item 14.  Control Proceedures                                   4
Item 15.  Exhibits, Financial Statement Schedules and
          Reports on Form 8-K                                   4

Signatures                                                      7
Certifications                                                  8

                                     Part I

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

Certain  information  included in this Form 10-K and other materials filed or to
be filed by Waterford  Gaming Finance  Corp.(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.

ITEM 1.   BUSINESS

A.   General

Waterford  Gaming Finance Corp., 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%.  On
February 1, 2001 the Company and Gaming had  Company  Excess  Cash,  as defined,
available  for  mandatory  redemption  of $125  Million  Senior  notes  totaling
approximately $6,173,000 and accordingly the Company and Gaming made a mandatory
redemption of $125 Million  Senior Notes in the principal  amount of $452,000 at
the  redemption  price of  107.773%  on March  15,  2001.  On August 1, 2001 the
Company and Gaming had Company Excess Cash, as defined,  available for mandatory
redemption of $125 Million  Senior Notes totaling  approximately  $9,765,000 and
accordingly  on  September  15,  2001 the  Company  and Gaming  made a mandatory
redemption of $125 Million Senior Notes in the principal amount of $3,805,000 at
the redemption price of 107.773%. On February 1, 2002 the Company and Gaming had
Company  Excess Cash, as defined,  available  for  mandatory  redemption of $125
Million Senior Notes totaling approximately $9,793,000, and accordingly on March
15, 2002 the Company and Gaming  made a  mandatory  redemption  of $125  Million
Senior Notes in the principal  amount of $4,031,000 at the  redemption  price of
106.909%.  On August 1, 2002 the Company and Finance had Company Excess Cash, as
defined,  available  for mandatory  redemption of the $125 Million  Senior Notes
totaling  approximately  $8,923,000  and  accordingly  on September 15, 2002 the
Company and Finance made a mandatory redemption of the $125 Million Senior Notes
in the principal amount of $3,396,000,  at the redemption price of 106.909%.  On
February 1, 2003 the Company and Finance had Company  Excess  Cash,  as defined,
available for mandatory  redemption  of the $125 Million  Senior Notes  totaling
approximately  $11,131,000  and  accordingly  on March 15,  2003 the Company and
Finance  made a mandatory  redemption  of the $125  Million  Senior Notes in the
principal amount of $5,658,000 at the redemption  price of 106.045%.  In certain
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.

                                        1

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 has been
transferred  to the  complex  litigation  docket and is  pending  in  Waterbury,
Connecticut.  The  complaint  alleged  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 complaint also brought a
claim for an accounting.  The complaint  seeks  unspecified  legal and equitable
damages.  On February 29 2000,  Defendants filed a Motion to Strike and a Motion
for  Summary  Judgement,  each with  respect to all  claims.  The Court  granted
Defendants'  Motion to Strike in part and denied  Defendants' Motion for Summary
Judgement,  on October 13,  2000.  The Courts order  dismissed  the claim for an
accounting and the claim under Connecticut  Statues Section 42-110a, et seq. The
Court  also  struck  the alter ego  allegations  in the  complaint  against  LMW
Investments,  Inc.,  Slavik  Suites,  Inc.,  Len  Wolman and Mark  Wolman.  In a
decision  dated  August 6, 2001,  the Court  dismissed  all claims  against  LMW
Investments, Inc., Slavik Suites, Inc., Len Wolman and Mark Wolman.

On November 15, 2000,  Waterford Gaming,  L.L.C. and its co-defendants  answered
the complaint. In addition, Waterford Gaming, L.L.C. and Trading Cove Associates
asserted  counterclaims  for breach of the settlement and release  agreement and
breach of the implied  covenant of good faith against Leisure and its president,
Lee  Tyrol.  In  a  decision  dated  June  6,  2001,  the  Court  dismissed  the
counterclaim  against Lee Tyrol. Leisure has moved for summary judgement seeking
dismissal of the  counterclaims  in full.  This motion for summary  judgement is
pending.

Discovery  has  commenced.   Pursuant  to  the  current  scheduling  order,  all
depositions are to be completed by June 30, 2003. A trial date has not been set.

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.

                                     Part II

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

Not Applicable.

ITEM 6.   SELECTED FINANCIAL DATA

Omitted.

                                        2

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 years ended December 31, 2002, 2001 and 2000
--------------------------------------------------------------

For the years ended December 31, 2002,  2001 and 2000 the Company had no revenue
and expense.

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

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

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.



Name                     Age            Position

Len Wolman               48             President, Chief
                                        Executive Officer, Member
                                        of the Board of Directors
Del J. Lauria            54             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.

                                        3

                                     Part IV


ITEM 14.  CONTROL PROCEDURES

(a)   Evaluation of Disclosure Controls and Procedures

The Company  maintains  disclosure  controls and procedures that are designed to
ensure that information  required to be disclosed in the Company's reports filed
with,  or furnished  to, the  Securities  and Exchange  Commission,  or the SEC,
pursuant  to  the  Securities  Exchange  Act of  1934  is  recorded,  processed,
summarized and reported within the time periods specified in the SEC's rules and
forms,  and  that  such  information  is  accumulated  and  communicated  to the
Company's  management,  including its Chief Executive Officer and Treasurer,  as
appropriate,  to allow timely decisions  regarding required  disclosure based on
the  definition of  "disclosure  controls and  procedures" in Rule 13a-14(c) and
15d-14(c) of the Securities Exchange Act of 1934.

Within 90 days prior to the date of this  report,  the  Company  carried  out an
evaluation,  under the supervision and with the  participation  of the Company's
management,  including the Company's Chief  Executive  Officer and the Company's
Treasurer,  of the  effectiveness  of the design and  operation of the Company's
disclosure  controls and  procedures.  Based on the  foregoing  evaluation,  the
Company's  Chief  Executive  Officer and Treasurer  concluded that the Company's
disclosure controls and procedures were effective.

(b)   Changes in Internal Controls

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the  evaluation of those controls by the Chief  Executive  Officer and Treaurer,
including any corrective actions with regard to any significant deficiencies and
material  weaknesses.  The  Company  believes  that its  internal  controls  and
procedures are effective.


ITEM 15.  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)
                  99.1        Annual Report, for the year ended December 31,
                              2002 on Form 10-K of Waterford Gaming, L.L.C.,
                              dated March 26, 2003, incorporated by reference to
                              Waterford Gaming, L.L.C.'s electronic filing of
                              such report on Form 10-K  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.

                                        4

(b)  Financial Statement Schedules
     -----------------------------

     INDEX TO FINANCIAL STATEMENTS

     Report of Independent Accountants                   F-1
     Financial Statements:
     Balance Sheets as of December 31, 2002 and 2001     F-2
     Statements of Operations and Retained
       Earnings (Deficit) for the years ended
         December 31, 2002, 2001 and 2000                F-3
     Statements of Cash Flows for the years ended
       December 31, 2002, 2001 and 2000                  F-4
     Notes to Financial Statements                       F-5

                                        5

                        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, 2002 and 2001,  and the results of its operations and
its cash flows for each of the three years in the period ended December 31, 2002
in conformity with accounting principles generally accepted in the United States
of America.  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 of
America  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 our opinion.

PricewaterhouseCoopers LLP

March 18, 2003


                                       F-1


                          WATERFORD GAMING FINANCE CORP.

                                 BALANCE SHEETS

                           December 31, 2002 and 2001
                           --------------------------


                                          2002      2001
                                         ------    ------

           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


                         WATERFORD GAMING FINANCE CORP.

            STATEMENT OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)

             For the Years Ended December 31, 2002, 2001 and 2000
                          --------------------------


                                       2002            2001            2000
                                  --------------  --------------  --------------

Revenue:                              $  --           $  --           $  --

Expenses:                                --              --              --
                                      -----           -----           -----
Net income                               --              --              --
Retained earnings (deficit),
  beginning of year                      --              --              --
                                      -----           -----           -----

Retained earnings (deficit),
  end of year                         $  --           $  --           $  --
                                      =====           =====           =====

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


                                       F-3


                         WATERFORD GAMING FINANCE CORP.

                             STATEMENT OF CASH FLOWS

              For the Years Ended December 31, 2002, 2001 and 2000

                          --------------------------



                                  2002           2001           2000
                              ------------   ------------   ------------

Cash flows from operating activities:
   Net income                    $  --          $  --          $  --
                                 -----          -----          -----
     Net cash provided by
      operating
       activities                   --             --             --
                                 -----          -----          -----
     Net increase
      in cash                       --             --             --
     Cash at beginning
      of year                      100            100            100
                                 -----          -----          -----
     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  in the United States of America  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% annum and 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 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% on March 15, 2000. On August
1, 2000 the Company and Gaming had Company  Excess Cash,  as defined,  available
for   mandatory   redemption  of  the  $125  Million   Senior  Notes,   totaling
approximately $5,902,000,  and accordingly on September 15, 2000 the Company and
Gaming made a mandatory redemption of $125 Million Senior Notes in the principal
amount of $191,000 at the redemption price of 108.636%.  On February 1, 2001 the
Company and Gaming had Company Excess Cash, as defined,  available for mandatory
redemption of the $125 Million  Senior Notes totaling  approximately  $6,173,000
and  accordingly  the Company and Gaming  made a  mandatory  redemption  of $125
Million Senior Notes in the principal amount of $452,000 at the redemption price
of  107.773%  on March 15,  2001.  On August 1, 2001 the  Company and Gaming had
Company Excess Cash, as defined,  available for mandatory redemption of the $125
Million  Senior Notes  totaling  approximately  $9,765,000  and  accordingly  on
September  15, 2001 the Company  and Gaming made a mandatory  redemption  of the
$125  Million  Senior  Notes  in  the  principal  amount  of  $3,805,000  at the
redemption  price of  107.773%.  On  February 1, 2002 the Company and Gaming had
Company Excess Cash, as defined,  available for mandatory redemption of the $125
Million Senior Notes totaling approximately $9,793,000, and accordingly on March
15, 2002 the Company and Gaming made a mandatory  redemption of the $125 Million
Senior Notes in the principal  amount of $4,031,000 at the  redemption  price of
106.909%.  On August 1, 2002 the Company and Finance had Company Excess Cash, as
defined,  available  for mandatory  redemption of the $125 Million  Senior Notes
totaling  approximately  $8,923,000  and  accordingly  on September 15, 2002 the
Company and Finance made a mandatory redemption of the $125 Million Senior Notes
in the principal amount of $3,396,000,  at the redemption price of 106.909%.  On
February 1, 2003 the Company and Finance had Company  Excess  Cash,  as defined,
available for mandatory  redemption  of the $125 Million  Senior Notes  totaling
approximately  $11,131,000  and  accordingly  on March 15,  2003 the Company and
Finance  made a mandatory  redemption  of the $125  Million  Senior Notes in the
principal amount of $5,658,000 at the redemption  price of 106.045%.  In certain
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.

                                       F-5

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.


4.   CONTINGENCIES:

     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 has been
transferred  to the  complex  litigation  docket and is  pending  in  Waterbury,
Connecticut.  The  complaint  alleged  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 complaint also brought a
claim for an accounting.  The complaint  seeks  unspecified  legal and equitable
damages. On February 29, 2000,  Defendants filed a Motion to Strike and a Motion
for  Summary  Judgement,  each with  respect to all  claims.  The Court  granted
Defendants'  Motion to Strike in part and denied  Defendants' Motion for Summary
Judgement,  on October 13,  2000.  The Courts order  dismissed  the claim for an
accounting and the claim under Connecticut  Statues Section 42-110a, et seq. The
Court  also  struck  the alter ego  allegations  in the  complaint  against  LMW
Investments,  Inc.,  Slavik  Suites,  Inc.,  Len  Wolman and Mark  Wolman.  In a
decision  dated  August 6, 2001,  the Court  dismissed  all claims  against  LMW
Investments, Inc., Slavik Suites, Inc., Len Wolman and Mark Wolman.

On November 15, 2000,  Waterford Gaming,  L.L.C. and its co-defendants  answered
the complaint. In addition, Waterford Gaming, L.L.C. and Trading Cove Associates
asserted  counterclaims  for breach of the settlement and release  agreement and
breach of the implied  covenant of good faith against Leisure and its president,
Lee  Tyrol.  In  a  decision  dated  June  6,  2001,  the  Court  dismissed  the
counterclaim  against Lee Tyrol. Leisure has moved for summary judgement seeking
dismissal of the  counterclaims  in full.  This motion for summary  judgement is
pending.

Discovery  has  commenced.   Pursuant  to  the  current  scheduling  order,  all
depositions are to be completed by June 30, 2003. A trial date has not been set.

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-6


(c)  Reports on Form 8-K
     -------------------

               (i)  Form 8-K filed on November 13, 2002

                    Item 5.

                    The Mohegan Tribal Gaming Authority (the "Authority") filed:
                    i) Form 10-Q/A for the quarter ended  December 31, 2000, ii)
                    Form 10-Q/A for the quarter ended March 31, 2001,  iii) Form
                    10-Q/A for the quarter ended June 30, 2001,  iv) Form 10-K/A
                    for the fiscal year ended September 30, 2001, v) Form 10-Q/A
                    for the quarter ended December 31, 2001, vi) Form 10-Q/A for
                    the  quarter  ended  March 31, 2002 and vii) Form 10-Q/A for
                    the quarter  ended June 30, 2002 a copy of each of which has
                    been filed as an exhibit to this report and is  incorporated
                    by reference to the  Authority's  electronic  filing of such
                    reports  on Form  10-Q/A  and Form  10-K/A,  Securities  and
                    Exchange Commission file reference no. 033-80655.

                    Date of Report: November 12, 2002

              (ii)  Form 8-K filed on December 6, 2002

                    Item 5.

                    On December 5, 2002,  the Mohegan  Tribal  Gaming  Authority
                    (the  "Authority")  filed a press release report on Form 8-K
                    for the fourth  quarter and fiscal year ended  September 30,
                    2002,  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 8-K, Securities and
                    Exchange Commission file reference no. 033-80655.

                    Date of Report: December 5, 2002

             (iii)  Form 8-K filed on December 20, 2002

                    Item 5.

                    On December 19, 2002,  the Mohegan  Tribal Gaming  Authority
                    (the  "Authority")  filed its annual report on Form 10-K for
                    the year ended  September 30, 2002, 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 19, 2002

              (iv)  Form 8-K filed on February 3, 2003

                    Item 5.

                    On January 29, 2003,  the Mohegan  Tribal  Gaming  Authority
                    (the  "Authority")  filed a copy of  Amendment  No. 6 to its
                    senior credit facility (the "Amendment") on Form 8-K, 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 8-K,  Securities  and Exchange
                    Commission  file  reference  no.  033-80655.  The  Amendment
                    allows  the  Authority  to create a new  subsidiary  for the
                    purpose of acquiring a woman's professional  basketball team
                    franchise.

                    On January 30, 2003,  the Mohegan  Tribal  Gaming  Authority
                    (the "Authority")  filed a press release report on Form 8-K,
                    announcing   its  first  quarter  ended  December  31,  2002
                    operating  results,  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
                    8-K,  Securities and Exchange  Commission file reference no.
                    033-80655.

                    On January 30, 2003,  the Mohegan  Tribal  Gaming  Authority
                    (the  "Authority")  filed a copy of a Membership  Agreement,
                    dated January 28, 2003, by and among WNBA,  LLC, the Mohegan
                    Basketball Club LLC, the Mohegan Tribal Gaming Authority and
                    the Mohegan Tribe of Indians of  Connecticut  on Form 8-K, 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 8-K, Securities and
                    Exchange Commission file reference no. 033-80655.

                    Date of Report: January 29, 2003

               (v)  Form 8-K filed on February 13, 2003

                    Item 5.

                    On February 13, 2003,  the Mohegan  Tribal Gaming  Authority
                    (the  "Authority")  filed its quarterly  report on Form 10-Q
                    for the quarter ended December 31, 2002, 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 13, 2003

                                        6


                                   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 26, 2003            By: /s/Len Wolman
                                Len Wolman, Chief Executive Officer

Date: March 26, 2003            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 26, 2003.

Signature                       Title




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




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


                                        7


                                  CERTIFICATION

I, Len Wolman, certify that:

1. I have reviewed this annual report on Form 10-K of Waterford  Gaming  Finance
Corp.;

2.  Based on my  knowledge,  this  annual  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 annual
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 annual 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-14 and 15d-14) for the registrant and have:

(a)  Designed such  disclosure  controls and  procedures to ensure that material
     information relating to the registrant,  and any consolidated subsidiaries,
     is made known to us by others within the  registrant,  particularly  during
     the period in which this annual report is being prepared;

(b)  Evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and

(c)  Presented in this annual report our conclusions  about the effectiveness of
     the disclosure  controls and  procedures  based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the registrant's board
of directors (or persons performing equivalent functions):

(a)  All  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; 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; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 26, 2003





/s/ Len Wolman                 Chief Executive Officer
----------------------
Len Wolman


                                        8

                                  CERTIFICATION

I, Del J. Lauria, certify that:

1. I have reviewed this annual report on Form 10-K of Waterford  Gaming  Finance
Corp.;

2.  Based on my  knowledge,  this  annual  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 annual
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 annual 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-14 and 15d-14) for the registrant and have:

(a)  Designed such  disclosure  controls and  procedures to ensure that material
     information relating to the registrant,  and any consolidated subsidiaries,
     is made known to us by others within the  registrant,  particularly  during
     the period in which this annual report is being prepared;

(b)  Evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     annual report (the "Evaluation Date"); and

(c)  Presented in this annual report our conclusions  about the effectiveness of
     the disclosure  controls and  procedures  based on our evaluation as of the
     Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the registrant's board
of directors (or persons performing equivalent functions):

(a)  All  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; 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; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 26, 2003





/s/ Del J. Lauria                Treasurer
----------------------
Del J. Lauria

                                        9