UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 10-Q


(Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange 
    Act of 1934

    For the quarterly period ended          September 30, 1997
                                       -----------------------------------------

[ ] 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 33-27399




                    ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)





              New Jersey                               22-2469174
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)


        Indiana Avenue & the Boardwalk, Atlantic City, New Jersey 08401
              (Address of principal executive offices) (Zip Code)

                                 (609) 340-3400
              (Registrant's telephone number, including area code)




     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Sections 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 ______




<PAGE>


                    ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.

                                      INDEX


PART I   FINANCIAL INFORMATION                                      Page No.

         Item 1.   Financial Statements

                   Introductory Note to Financial Statements           2

                   Balance Sheets as of December 31, 1996 
                   and  September 30, 1997                             3

                   Statements  of  Operations  For  the   
                   Three-Month  and Nine-Month Periods 
                   Ended September 30, 1996 and 1997                   4

                   Statements  of Partners'  Capital  Accounts
                   (Deficit) For the Year Ended December 31, 
                   1996 and the Nine Months Ended September 30,
                   1997                                                5

                   Statements  of Cash Flows For the Nine 
                   Months Ended  September  30, 1996 and 1997          6

                   Notes to Financial Statements                      7-9

          Item 2.  Management's  Discussion  and Analysis of 
                   Financial  Condition  and Results of Operations   10-12



PART II                  OTHER INFORMATION

        Items 1-5  No information  is  provided  as the  answers 
                   to Items 1 through 5 are inapplicable.

        Item 6.    Exhibits and reports on Form 8-K                  12


<PAGE>


                                     PART I

Item 1.   Financial Statements

Introductory Note to Financial Statements

The  accompanying  financial  statements  have been  prepared by  Atlantic  City
Boardwalk Associates,  L.P. ("Partnership") without audit, pursuant to the rules
and  regulations of the Securities  and Exchange  Commission.  In the opinion of
management,  these financial  statements  contain all  adjustments  necessary to
present fairly the financial position of the Partnership as of December 31, 1996
and  September 30, 1997,  and the results of  operations  for the three and nine
months  ended  September  30, 1996 and 1997,  and cash flows for the nine months
ended September 30, 1996 and 1997.

Although management  believes that the disclosures  included herein are adequate
to make the information contained herein not misleading, certain information and
footnote  disclosure  normally  included  in  financial  statements  prepared in
accordance with generally accepted accounting  principles are omitted herein and
are  incorporated by reference to the  Partnership's  Annual Report on Form 10-K
for the year ended  December  31, 1996 filed with the  Securities  and  Exchange
Commission.  While  the  Partnership  was  formed  to own,  and to  lease to the
Claridge Hotel and Casino Corporation ("CHCC") and its affiliates,  certain real
estate and related  assets,  the Partnership is separate and distinct from CHCC.
Any person or entity  seeking  information  regarding CHCC or its debt or equity
securities should review the reports,  statements and other information filed by
CHCC with the Securities and Exchange Commission.



<PAGE>

                    ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.
                                 Balance Sheets
                    December 31, 1996 and September 30, 1997

                                                                   (Unaudited)
               Assets                              1996                1997
               ------                           ------------        ---------

Current assets:
     Cash and cash equivalents                   $1,446,000            535,000
     Rent due from New Claridge                     408,000            740,000
     Interest receivable from partners               35,000             61,000
     Prepaid expenses                               264,000               -
      Other assets                                  172,000            204,000
                                                  ---------           ---------
              Total current assets                2,325,000          1,540,000
                                                  ---------          ----------

Hotel Assets                                    183,529,000        183,583,000
Less:  Accumulated depreciation 
    and amortization                            100,281,000        104,345,000
                                                -----------        -----------
              Net Hotel Assets                   83,248,000         79,238,000
                                                -----------        -----------
Note receivable from New Claridge, including 
    accrued interest  of $3,258,000 and 
    $3,582,000 in 1996 and 1997, respectively     6,858,000          7,182,000
Deferred rent from New Claridge                  37,807,000         34,090,000
Intangibles, net of accumulated amortization 
     of $3,626,000 and $3,701,000 in 1996 
     and 1997, respectively                         179,000            104,000
                                                  ---------            -------

                                               $130,417,000        122,154,000
                                               ============        ===========
     Liabilities and Partners' Capital Accounts

Current liabilities:
     Accounts payable                            $1,035,000          1,049,000
     Accrued interest due New Claridge            1,147,000            996,000
     Current portion of long-term debt due 
       principally to New Claridge               17,227,000         18,614,000
                                                 ----------         ----------
              Total current liabilities          19,409,000         20,659,000

Long-term debt due principally to New Claridge, 
     including accrued interest of $20,000,000
     in 1996 and 1997                            92,120,000         79,614,000
                                                 ----------         ----------
              Total liabilities                 111,529,000        100,273,000
                                                -----------        -----------

Partners' capital accounts (deficit):
     New general partners                           105,000            135,000
     Former general partners                        173,000            191,000
     Special limited partners                      (187,000)          (157,000)
     Investor limited partners                   18,797,000         21,712,000
                                                 ----------         ----------
              Total partners' capital 
                accounts (deficit)               18,888,000         21,881,000

Commitments and contingencies                  ------------         ------------
                                               $130,417,000        122,154,000
                                               ============        ============

                See accompanying notes to financial statements.


<PAGE>

<TABLE>

                    ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.

                            Statements of Operations
                                   (Unaudited)

<CAPTION>
                                                                  Three Months Ended                     Nine Months Ended
                                                                     September 30,                         September 30,
                                                               ------------------------              -------------------
                                                               1996              1997                1996              1997
                                                               ----              ----                ----              ----

Revenues:
<S>                                                       <C>                   <C>                 <C>               <C>
     Rent from New Claridge for
         the lease of Hotel Assets                        $    9,756,000        7,406,000           29,498,000        26,835,000
     Interest from New Claridge                                  108,000          108,000              324,000           324,000
     Interest from Special Limited Partners                        9,000            9,000               27,000            27,000
     Investment                                                   23,000            7,000               78,000            25,000
     Other                                                       -                 -                    -                  2,000
                                                         ---------------   --------------        -------------    --------------

                                                               9,896,000        7,530,000           29,927,000        27,213,000
                                                               ---------        ---------           ----------        ----------

Expenses:
     Cost of maintaining and repairing
         Hotel Assets, paid to New Claridge                    3,071,000        2,960,000            9,219,000         8,609,000
     Interest, principally on mortgages to
         New Claridge                                          4,005,000        3,506,000           12,138,000        10,879,000
     General and administrative                                  123,000          120,000              455,000           491,000
     General Partners' management fee                             33,000           33,000               98,000            98,000
     Depreciation and amortization                             1,518,000        1,361,000            4,929,000         4,143,000
                                                               ---------        ---------          -----------       -----------

                                                               8,750,000        7,980,000           26,839,000        24,220,000
                                                               ---------        ---------          -----------       -----------


Net income (loss)                                         $    1,146,000         (450,000)           3,088,000         2,993,000
                                                               =========       ===========          ==========        ==========

Net income (loss) per limited partnership unit
(450 units outstanding at the end of each period)         $        2,506            (985)                6,753             6,544
                                                            =============    ============-       =============     =============

</TABLE>

                See accompanying notes to financial statements.


<PAGE>
<TABLE>


                    ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.

               Statements of Partners' Capital Accounts (Deficit)

                      For the Year Ended December 31, 1996
                  and the Nine Months Ended September 30, 1997
<CAPTION>


                                                          Class A       Class B        Class A           Class B           Total
                               New         Former         Special       Special       Investor          Investor         Partners'
                             General       General        Limited       Limited        Limited           Limited          Capital
                            Partners      Partners       Partners      Partners        Partners          Partners        Accounts
                            --------      --------       --------      --------        --------          --------        --------


<S>                       <C>              <C>            <C>          <C>             <C>              <C>              <C>        
Partners' Capital
Accounts (Deficit),
December 31, 1995         $   57,000       144,000        (15,000)     (219,000)       3,457,000        10,711,000       14,135,000

Net income                    48,000        29,000          3,000        44,000        1,136,000         3,493,000        4,753,000
                            --------      --------      ---------      --------        ---------       -----------      -----------

Partners' Capital
Accounts (Deficit),
December 31, 1996            105,000       173,000        (12,000)     (175,000)       4,593,000        14,204,000       18,888,000

Net income
(unaudited)                   30,000        18,000          2,000        28,000          715,000         2,200,000        2,993,000
                            --------      --------      ---------      --------       ----------       -----------      -----------

Partners' Capital
Accounts (Deficit),
September 30, 1997
(unaudited)               $  135,000       191,000        (10,000)     (147,000)       5,308,000        16,404,000       21,881,000
                             =======       =======         ======       =======        =========        ==========       ==========

</TABLE>


                See accompanying notes to financial statements.



<PAGE>

<TABLE>
<CAPTION>

                    ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.

                            Statements of Cash Flows
                                   (Unaudited)
              For the Nine Months Ended September 30, 1996 and 1997

                                                                                                1996                1997
                                                                                                ----                ----
Cash flows from operating activities:
<S>                                                                                           <C>                 <C>      
     Net income                                                                               $3,088,000          2,993,000
         Adjustments to reconcile net income to
         net cash provided by operating activities:
              Depreciation and amortization                                                    4,929,000          4,143,000
              Accretion of discount on mortgage note                                           1,123,000          1,291,000
              Loss on disposal of assets                                                           -                  2,000
              Decrease in deferred rent from New Claridge                                      1,500,000          3,717,000
              Deferred interest on receivable from New Claridge                                 (324,000)          (324,000)
              Change in current assets and liabilities:
               (Increase) in rent due from New Claridge,
                  interest receivable from partners,
                  prepaid expenses and other assets                                              (39,000)          (126,000)
               (Decrease) in accounts payable and
                  accrued interest due New Claridge                                              (34,000)          (137,000)
                                                                                                 --------          ---------

                  Net cash provided by operating activities                                    10,243,000        11,559,000
                                                                                               ----------        ----------

Cash flows from investing activities:
     Purchase of Hotel Assets                                                                 (3,221,000)           (60,000)
                                                                                               ----------        -----------

                  Net cash used in investing activities                                       (3,221,000)           (60,000)
                                                                                              ----------         -----------

Cash flows from financing activities:
     Proceeds of borrowings from New Claridge                                                  3,312,000            149,000
     Principal payments of debt, principally to New Claridge                                 (10,503,000)       (12,559,000)
                                                                                             -----------         ----------

               Net cash used in financing activities                                          (7,191,000)       (12,410,000)
                                                                                              ----------         -----------

Net decrease in cash and cash equivalents                                                       (169,000)          (911,000)
Cash and cash equivalents, beginning of period                                                 1,535,000          1,446,000
                                                                                               ---------          ---------

Cash and cash equivalents, end of period                                                    $  1,366,000            535,000
                                                                                             ===========            =======

Supplemental cash flow information:
     Interest paid                                                                          $ 11,584,000         10,416,000
                                                                                             ===========         ==========

</TABLE>


                See accompanying notes to financial statements.


<PAGE>


                    ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.
                          Notes to Financial Statements
                                   (Unaudited)


(1)      The Partnership

         Atlantic City Boardwalk Associates,  L.P. ("Partnership") was formed on
         October  31,  1983 to  acquire  the  buildings,  parking  facility  and
         non-gaming  depreciable,   tangible  property   (collectively,   "Hotel
         Assets")  of The  Claridge  Hotel and  Casino  ("Claridge")  located in
         Atlantic City, New Jersey; to hold a leasehold  interest in the land on
         which the  Claridge is located  ("Land"),  which Land was  subsequently
         acquired  by the  Partnership  as  part  of a  financial  restructuring
         ("Restructuring  Agreement");  and to engage in  activities  related or
         incidental thereto. The Partnership leases the Land and Hotel Assets to
         The  Claridge  at  Park  Place,   Incorporated   ("New  Claridge"),   a
         wholly-owned  subsidiary of The Claridge  Hotel and Casino  Corporation
         ("Corporation"), under operating leases.

(2)      Financial Condition of the Partnership and New Claridge

         The ability of the  Partnership to fulfill its obligations is dependent
         upon the  ability  of New  Claridge  to pay rental  payments  when due.
         Accordingly,  the financial  stability of the  Partnership is dependent
         upon the financial condition of New Claridge.

         As discussed in the Claridge's  Annual Report on Form 10-K for the year
         ended December 31, 1996, the Corporation  experienced  recurring losses
         and  serious  deterioration  in  its  cash  flow  in  1996.  Since  the
         Corporation does not have substantial cash reserves or access to a line
         of  credit,  the  Corporation  will need to  experience  a  significant
         improvement  in operating  results in 1997 over 1996 levels in order to
         meet its on-going  obligations,  including  the interest due on the $85
         million  of  First  Mortgage  Notes.  Operating  results  in 1997  have
         improved over 1996 levels,  due primarily to the positive impact of the
         availability of the self-parking garage, lower bus package pricing, and
         other  cost  containment   initiatives.   Although  management  of  the
         Corporation  believes that  operating  results will continue to improve
         over prior year levels,  no assurances as to the  continuation  of this
         improvement  can be given.  Management of New Claridge will continue to
         conserve  cash through  various cost  containment  measures,  including
         limiting  capital  expenditures  in 1997 to  approximately  $1 million.
         Given the various  improvements  made to the property in recent  years,
         including  the  casino  expansion  in  1994,  the  construction  of the
         self-parking  garage,  and other projects such as the  refurbishment of
         all of its guest rooms,  the current  condition of the property is such
         that  the  above-mentioned  level of  capital  expenditures  is  deemed
         adequate.  In January 1997 management of the Corporation was contacted,
         through an agent, by Hilton Hotel Corporation  ("Hilton"),  regarding a
         possible sale of the Corporation to Hilton, and shortly thereafter, the
         Corporation began  negotiations  with Hilton.  Negotiations with Hilton
         regarding  acquisition  of the  Corporation  terminated  in April 1997.
         Management  of  New  Claridge   will   continue  to  consider   various
         refinancing  alternatives,  including  a sale  of the  Corporation.  In
         addition,  New  Claridge  has retained the law firm of Zelle and Larson
         LLP of  Minneapolis,  Minnesota to assist in evaluating the recovery of
         certain expenses  incurred in reopening the self-parking  garage and in
         evaluating  potential  lost profit  claims as a result of the  accident
         which occurred in the self-parking garage on July 10, 1996. On July 22,
         1997, New Claridge filed a Complaint and Demand for  Arbitration in the
         amount of $10 million against the general  contractor and the architect
         for the  self-parking  garage;  recovery of these  claims  would have a
         positive  impact on New  Claridge's  financial  results and  liquidity.
         However,  there is no assurance that the Corporation will be successful
         in realizing any recovery.

<PAGE>
         The Corporation had net income of $1,348,000 for the three months ended
         September 30, 1997  compared to a net loss of  $2,653,000  for the same
         period in 1996,  and a net loss of $2,192,000 for the nine months ended
         September 30, 1997  compared to a net loss of  $8,967,000  for the nine
         months ended  September 30, 1996.  During the first nine months of 1997
         as  compared to the same period in 1996,  revenues  net of  promotional
         allowances decreased $243,000 while expenses decreased  $12,416,000 - a
         decrease in loss before income taxes of  $12,173,000.  During the first
         nine months of 1996, the Corporation  recorded a $5,398,000  income tax
         benefit  as a  result  of the  losses  incurred  in  that  period.  The
         Corporation  recorded  an income tax benefit of  $511,000,  offset by a
         corresponding  increase in the valuation  allowance for the same period
         in 1997.

         The ownership and operation of casino-hotel facilities in Atlantic City
         are subject to extensive state  regulation under the Casino Control Act
         under the direction of the New Jersey Casino  Control  Commission.  The
         Casino  Control Act provides  that various  categories of entities must
         hold appropriate  casino licenses.  The Partnership  currently operates
         under a four-year casino service industry license effective October 31,
         1995, while New Claridge  operates under a four-year casino  operator's
         license effective September 30, 1995.

(3)      Contingencies

         In connection with the 1989 restructuring,  Webb agreed to permit those
         partners/investors  in  the  Partnership  and  Corporation  ("Releasing
         Partners/Investors")  from whom Webb had received written releases from
         all  liabilities,  rights  ("Contingent  Payment  Rights")  to  receive
         certain  amounts  to  the  extent  available  for  application  to  the
         Contingent   Payment.    Approximately   84%   in   interest   of   the
         partners/investors    provided    releases    and   became    Releasing
         Partners/Investors.  Payments to Releasing Partners/Investors are to be
         made in  accordance  with a schedule of  priorities,  as defined in the
         Restructuring Agreement.

         On April 2, 1990,  Webb  transferred  its  interest  in the  Contingent
         Payment to an  irrevocable  trust for the  benefit of the Valley of the
         Sun United Way, and upon such transfer  Webb was no longer  required to
         be qualified or licensed by the Commission.

         On February 23, 1996, the  Corporation  acquired an option to purchase,
         at a discount from the carrying  value,  the  Contingent  Payment.  The
         price to  acquire  the  option  was $1  million,  and the option may be
         exercised  any time prior to December  31, 1997.  Upon  exercise of the
         option,  the  purchase  price of the  Contingent  Payment  would be $10
         million,  plus interest at 10% per annum for the period from January 1,
         1997 to the date of payment of the purchase  price.  The purchase price
         may also  increase  in an amount  not to exceed  $10  million if future
         distributions to Releasing Partners/Investors exceed $20 million. It is
         estimated  that at September 30, 1997,  the  aggregate  amount owing in
         respect of the Contingent Payment was $73.5 million.

         Given the recent  operating  results at New  Claridge  (see  discussion
         above),  it is unlikely that the Corporation  would be able to exercise
         this Contingent  Payment Option using  available  working  capital,  or
         absent a refinancing or sale transaction.

<PAGE>

         In the event that the option is exercised,  it is anticipated  that the
         Contingent  Payment  would be canceled so that neither the  Corporation
         nor the  Partnership  would have any  obligation to make any payment in
         respect of the  Contingent  Payment  before  making a  distribution  to
         limited partners or shareholders.  Upon the purchase and  cancellation,
         however,  the Corporation and the Partnership would remain obligated to
         make  payments to the Releasing  Partners/Investors,  in respect of the
         Contingent  Payment  Rights,  before  any  distribution  may be made to
         limited partners or  shareholders.  These payments would be required to
         be in the  same  amounts  as if the  Contingent  Payment  had not  been
         purchased  and  canceled.  As a result,  it is not likely that  limited
         partners or shareholders who are not Releasing  Partners/Investors will
         receive any distribution  from the Partnership or the  Corporation.  In
         the aggregate,  Releasing Partners/Investors are entitled to receive an
         amount  equal to  approximately  72% of the  Contingent  Payment if the
         option is exercised.

         Under the terms of the option, upon purchase of the Contingent Payment,
         the  Partnership  and/or  the  Corporation  would be  required  to make
         distributions    in   excess   of   $7   million   to   the   Releasing
         Partners/Investors.  The Partnership and the Corporation have agreed to
         cooperate  in the  purchase of the option and the  Contingent  Payment,
         with each contributing one-half of the purchase price of the option and
         each  anticipated  to contribute  one-half of the purchase price of the
         Contingent  Payment. A portion of the Partnership's  contribution would
         be contributed through additional abatements of basic rent payments due
         under the Operating Lease and the Expansion Operating Lease.



<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and Results 
        of Operations

Results of Operations for the Three-Month and Nine-Month Periods Ended September
30, 1997 as Compared to the Three-Month and Nine-Month  Periods Ended  September
30, 1996

Rental income for the three months ended September 30, 1997 decreased $2,350,000
as compared to the three months ended September 30, 1996, and $2,663,000 for the
nine months  ended  September  30,  1997 as  compared  to the nine months  ended
September 30, 1996.  These decreases are primarily due to the abatements of rent
pursuant to the March 1, 1997  amendments to the  Operating  Lease and Expansion
Operating  Lease  (see  "Liquidity  and  Capital  Resources").  Prior  to  these
amendments,  rental  income  (including  the effect of the $38.8 million of rent
abatements  provided in accordance  with the 1989  Restructuring  Agreement) was
recognized on a leveled basis over the initial lease term (ending  September 30,
1998),  in accordance with Statement of Financial  Accounting  Standards No. 13.
Since the  amount of  abatements  permitted  in  accordance  with the March 1997
amendments will vary depending on the Partnership's cash flow, leveling of these
abatements  over the lease term is not  possible;  the actual amount abated on a
monthly  basis is recorded as a reduction of rental  income.  For the three- and
nine-month  periods  ended  September  30,  1997 the  amount  of rent  abated in
accordance  with the  March  1997  amendments  was  $2,517,000  and  $6,232,000,
respectively.  In addition to the basic rent,  New Claridge  pays as  additional
rent,  certain  expenses and debt  service  relating to  furniture,  fixture and
equipment  replacements and building  improvements  ("FF&E").  During 1997, FF&E
note  principal  and  interest  payments  were higher than in 1996  resulting in
increased  additional rents in 1997. The overall decrease in rents is due to the
abatement of rents offset by the increase in additional rents.

Investment  income decreased $16,000 and $53,000,  respectively,  for the three-
and nine-month  periods ended September 30, 1997 as compared to the same periods
ended September 30, 1996. Investment income decreased due to a reduction in cash
available to invest.  On March 1, 1997 the  Partnership's  cash flow was reduced
$1.3 million in the form of deferred rent from New Claridge  which is being paid
to the Partnership on a monthly basis through October 1999.

The Partnership has an agreement with New Claridge whereby New Claridge provides
facility  and  maintenance  and  engineering  services  for  the  Claridge.  The
agreement calls for the  reimbursement of the actual  facilities and maintenance
costs  incurred  on the  Partnership's  behalf.  The  cost  of  maintaining  and
repairing Hotel Assets decreased $111,000 and $610,000, respectively, during the
three- and nine-month  periods ended  September 30, 1997 as compared to the same
periods  in  1996.  These  decreases  are  due  to an  overall  decrease  in New
Claridge's repairs and maintenance expenditures in an effort to conserve cash.

For the three- and nine-month periods ended September 30, 1997, interest expense
decreased $499,000 and $1,259,000, respectively, as compared to the same periods
ended  September 30, 1996.  These  decreases are due to principal  payments made
during  1996 and 1997  that  reduced  the  average  outstanding  balance  of the
wraparound and expansion mortgages.

General and  administrative  expenses for the three months ended  September  30,
1997 decreased  $3,000 as compared to the three months ended September 30, 1996,
while  increasing  $36,000  for the nine  months  ended  September  30,  1997 as
compared to the nine months ended  September 30, 1996.  The overall  increase is
due to higher legal and accounting fees as a result of the Claridge  refinancing
efforts and bankruptcy contingency planning.

Depreciation  and  amortization  expense for the three- and  nine-month  periods
ended  September  30, 1997  decreased  $157,000 and  $786,000,  respectively  as
compared to the same periods in 1996. Assets purchased during the 1986 expansion
became fully depreciated in mid-1996.  Therefore,  depreciation expense taken on
these  assets  during  the first  half of 1996 was not  available  during  1997,
resulting in decreased depreciation expense in 1997.

<PAGE>


Liquidity and Capital Resources

The  ability of the  Partnership  to  continue  to fulfill  its  obligations  is
dependent  upon the ability of New Claridge to continue to make rental  payments
when due.  Current lease payments from New Claridge,  as recently  amended,  are
sufficient to pay the Partnership's debt service and operating expenses. As part
of the 1989 Restructuring  Agreement,  rental payments in excess of monthly cash
flow  requirements  were  deferred  or  abated  so that  excess  cash  would not
accumulate in the Partnership. The 1997 restructuring continued this deferral or
abatement  of  excess  cash  flow  through  1998  and  limit  cash  flow  to the
Partnership  from 1998 to 2003 as  described  below.  At the closing of the 1989
restructuring  the  Partnership  loaned New  Claridge  $3.6  million.  The note,
including interest, along with those rentals deferred under the amendment to the
operating  leases,  are to be  repaid  to the  Partnership  upon (i) the sale or
refinancing  of the  Claridge;  (ii) upon full or  partial  satisfaction  of the
Expandable  Wraparound  Mortgage;  and (iii) upon full satisfaction of any first
mortgage then in place.  The deferral of $1.3 million of rental  obligations  as
part of the 1997  restructuring  leaves the  Partnership  with  minimal cash and
liquidity.

Effective  March 1, 1997,  the  Corporation,  New Claridge  and the  Partnership
entered into a restructuring agreement, pursuant to which New Claridge agreed to
use its  best  efforts  to cause a  modification  of the  Expandable  Wraparound
Mortgage  (the  "Wraparound  Modification")  that  is  permitted  by,  or  is in
compliance  with,  the terms of the indenture  (the  "Indenture")  governing the
Corporation's $85 million of First Mortgage Notes (the "Notes").  The Wraparound
Modification,  if so  permitted,  will  provide for an extension of the maturity
date of the Expandable Wraparound Mortgage from September 30, 2000 to January 1,
2004. If the Wraparound  Modification  is not permitted by or in compliance with
the terms of the  Indenture,  New Claridge  has agreed to effect the  Wraparound
Modification at such time as the Notes are no longer outstanding. In addition to
the modification to the Expandable  Wraparound  Mortgage,  the Corporation,  New
Claridge,  and the  Partnership  agreed to modify certain terms of the Operating
Lease and Expansion Operating Lease agreements, as discussed below.

The Operating Lease, together with the Expansion Operating Lease, was amended as
part  of the  1989  Restructuring  Agreement  to  provide  for the  deferral  of
$15,078,000  of rental  payments  during the  period  July 1, 1988  through  the
beginning of 1992, and to provide for the abatement of $38,820,000 of basic rent
through  1998,  thereby  reducing  the  Partnership's  cash  flow  to an  amount
estimated  to be necessary  only to meet the  Partnership's  cash  requirements.
During the third quarter of 1991, the maximum  deferral of rent was reached.  On
August 1, 1991,  the  Operating  Lease and the  Expansion  Operating  Lease were
amended further to revise the abatement  provisions so that,  commencing January
1, 1991,  for each  calendar  year through 1998,  the lease  abatements  may not
exceed $10 million in any one calendar year,  and  $38,820,000 in the aggregate.
Additional  abatements of rent totaling $500,000 were also available as a result
of the acquisition of the option to purchase the Contingent Payment.  During the
first quarter of 1997, all of these abatements were fully utilized.

The Fifth  Amendment  to the  Operating  Lease and the Fourth  Amendment  to the
Expansion  Operating Lease, which were effective on March 1, 1997,  provided for
the  abatement of $867,953 of basic rent and for the deferral of $1.3 million of
basic rent on March 1, 1997,  and provided for  additional  abatements  of basic
rent, commencing on April 1, 1997, as necessary to reduce the Partnership's cash
flow to an amount necessary to meet the Partnership's cash requirements  through
December 31, 1998  (determined  without  regard to the repayment of the deferred
rent). The $1.3 million of basic rent deferred on March 1, 1997 is to be paid to
the  Partnership as additional rent of $25,000 per month for the period April 1,
1997 through  December 31, 1997,  and of $50,000 per month for the year 1998 and
thereafter   until  paid  in  full  (subject  to   acceleration   under  certain
circumstances).  For the years 1999 through 2003, additional abatements of basic
rent will be reduced to provide the Partnership  with amounts needed to meet the
Partnership's  cash requirements plus an additional amount ($83,333 per month in
1999 and 2000,  $125,000  per month in 2001,  and $166,667 per month in 2002 and
2003). All abatements of rent in excess of the $38,820,000, which was allowed in
accordance  with the 1989  restructuring,  will be  recognized as a reduction of
rental income as it is abated.

<PAGE>

In conjunction  with the Fifth  Amendment to the Operating  Lease and the Fourth
Amendment to the Expansion Operating Lease, as discussed above, the Corporation,
New  Claridge  and  the  Partnership  entered  into a  restructuring  agreement,
effective  March 1, 1997, to modify certain terms of the  Expandable  Wraparound
Mortgage.  In addition,  under the March 1, 1997  restructuring  agreement,  New
Claridge  agreed  to  exercise  the  first of  three  ten-year  renewal  options
extending the term of the Operating Lease and Expansion  Operating Lease through
September 30, 2008.

Under the terms of the Operating Lease, as amended  effective March 1, 1997, New
Claridge has an option to purchase,  on September 30, 1998, the Hotel Assets and
the  underlying  land for  their  fair  market  value at the time the  option is
exercised.  As amended  effective March 1, 1997, such price may not be less than
an amount equal to the amount then outstanding  under the Expandable  Wraparound
Mortgage plus $2.5 million, plus any amount of the $1.3 million of rent deferred
on March 1, 1997 not then paid. If New Claridge does not exercise this option on
September  30, 1998,  it may  exercise an option,  on  September  30,  2003,  to
purchase the Hotel Assets and the underlying  land on January 1, 2004, for their
fair market value at the time the option is exercised.

Basic rent during the renewal  term of the  Operating  Lease will be  calculated
pursuant to a formula, with such rent not to be more than $29.5 million nor less
than $24 million in the lease year October 1, 1998 through  September  30, 1999,
and  subsequently,  not to be greater  than 10% more than the basic rent for the
preceding  lease  year in each  lease year  thereafter.  Basic  rent  during the
renewal term of the Expansion  Operating Lease will also be calculated  pursuant
to a formula,  with such rent not to be more than $3 million  nor less than $2.5
million in the lease year  October  1, 1998  through  September  30,  1999,  and
subsequently,  not to be  greater  than 10% more  than  the  basic  rent for the
preceding lease year in each lease year thereafter.

The  Partnership  funds the  purchase of  additional  Hotel  Assets by borrowing
funds, at a 14% interest rate, from New Claridge.  The ensuing notes are secured
under the  Expandable  Wraparound  Mortgage  up to $25  million.  Principal  and
interest  on  these  notes  are  then  reimbursed  to  the  Partnership  through
additional rentals from New Claridge. Under the Operating Lease, New Claridge is
required to reimburse the Partnership for all taxes, assessments,  insurance and
general and administrative costs of the Partnership.

The Partnership had a working capital deficiency of approximately $19,119,000 as
of September  30, 1997 and  $17,084,000  as of December  31,  1996.  The working
capital  deficiency   primarily  results  from  the  consummation  of  the  1989
Restructuring  Agreement as well as the 1997 restructuring.  As part of the 1989
restructuring,  the Partnership's  cash flow was reduced to an amount no greater
than what the  Partnership  needs to pay  Partnership  expenses,  including debt
service.  Such concept was  continued  through  1998 in the 1997  restructuring.
Thus,  so long as the Claridge is  financially  viable and continues to make all
payments under the operating leases,  the Partnership  expects to be able to pay
its current liabilities.



                                     PART II

Item 6.  Exhibits and reports on Form 8-K

          (a)  Not applicable.
          (b)  No reports on   Form  8-K  were  filed  during the quarter  ended
September 30, 1997.


<PAGE>


                                   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 thereunto duly authorized.

                                        Atlantic City Boardwalk Associates, L.P.
                                                Registrant





Date      November 13, 1997             /s/  Anthony C. Atchley
       --------------------             ----------------------------------------
                                   by   Anthony C. Atchley, General Partner


Date      November 13, 1997            /s/  Gerald C. Heetland
       --------------------            -----------------------------------------
                                   by   Gerald C. Heetland, General Partner


Date      November 13, 1997            /s/  Anthony C. Atchley
       --------------------            -----------------------------------------
                                   by   AC Boardwalk Partners Corporation, 
                                             General Partner
                                   by   Anthony C. Atchley, President