WATERFORD GAMING LLC
8-K, 1999-03-11
MISCELLANEOUS AMUSEMENT & RECREATION
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of report (Date of earliest event reported): March 3, 1999

                            WATERFORD GAMING, L.L.C.

             (Exact name of Registrant as specified in its charter)

    Delaware                    333-17795                         06-1465402
- ------------------           ---------------                   ----------------
(State or other             (Commission file                   (I.R.S. employer
 jurisdiction of             number)                            identification
 incorporation or                                                  number)
 organization)

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

Item 5.

     On March 3, 1999, the Mohegan Tribal Gaming Authority (the "Authority")
completed the refinancing (the "Refinancing") of its 13 1/2% Senior Secured
Notes due 2002. Pursuant to Article 10 of the Development Services Agreement
between the Authority and Trading Cove Associates ("TCA"), in which Waterford
Gaiming, L.L.C. has a fifty percent partnership interest, the Development
Services Agreement shall become effective on the first day of the first
calendar month following the later of (a) the date the Authority receives
certain regulatory approvals or (b) the completion of the Refinancing. Pursuant
to Article 3 of the Relinquishment Agreement between the Authority and TCA, the
Relinquishment Agreement shall become effective on the later of (a) the date
the Authority receives certain regulatory approvals or (b) the date the
Authority completes its Refinancing. The Authority has received all the 
regulatory  approvals contemplated by the Development Services Agreement and the
Relinquishment Agreement. The Development Services Agreement will therefore
become effective on April 1, 1999 and the Relinquishment Agreement became
effective on March 3, 1999.                                                    






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                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                    WATERFORD GAMING, L.L.C.


Date: March 11, 1999                By:/s/Len Wolman
                                       Len Wolman, Chief Executive Officer







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