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                      March 31, 1999

[  ]   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, 1998and March
                   31, 1999                                                3

                   Statements  of  Operations   For  the  Three  Months
                   Ended March 31, 1998 and 1999                           4

                   Statements of Partners'  Capital Accounts  (Deficit)
                   For the Year Ended  December  31, 1998 and the Three
                   Months Ended March 31, 1999                             5

                   Statements  of  Cash  Flows  For  the  Three  Months
                   Ended March 31, 1998 and 1999                           6

                   Notes to Financial Statements                         7 - 9

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

     Item 3.       Quantitative  and  Qualitative   Disclosures
                   About Market Risk                                       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 March 31, 1999,
and the results of  operations  and cash flows for the three  months ended March
31, 1998 and 1999.

Although management  believes that the disclosures  included herein are adequate
to make the information contained herein not misleading, certain information and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally accepted accounting  principles are omitted herein and
are incorporated by reference from the Partnership's  Annual Report on Form 10-K
for the year ended  December  31, 1998 filed with the  Securities  and  Exchange
Commission.  While  the  Partnership  was  formed  to own,  and to  lease to the
Claridge  Hotel  and  Casino  Corporation  ("Corporation")  and its  affiliates,
certain real estate and related assets, the Partnership is separate and distinct
from the  Corporation.  Any person or entity seeking  information  regarding the
Corporation  or its  debt  or  equity  securities  should  review  the  reports,
statements and other  information  filed by the Corporation  with the Securities
and Exchange Commission.



<PAGE>
<TABLE>
<CAPTION>


                    ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.
                                 Balance Sheets
                      December 31, 1998 and March 31, 1999
                                                                                                                  (Unaudited)
                  Assets                                                                      1998                    1999
                                                                                              ----                    ----
Current assets:
<S>                                                                                   <C>                            <C>    
     Cash and cash equivalents                                                        $        1,527,000             296,000
     Rent due from New Claridge                                                                  786,000             829,000
     Interest receivable from partners                                                            35,000              34,000
     Prepaid expenses                                                                            210,000             120,000
      Other assets                                                                               159,000             124,000
                                                                                               ---------           ---------
              Total current assets                                                             2,717,000           1,403,000
                                                                                             -----------         -----------
Hotel Assets                                                                                 184,318,000         184,419,000
Less:  Accumulated depreciation and amortization                                            (110,952,000)       (112,263,000)
                                                                                            -------------       -------------
              Net Hotel Assets                                                                73,366,000          72,156,000
                                                                                            -------------       -------------
Note receivable from New Claridge, including accrued interest  of
     $4,122,000 and $4,230,000 in 1998 and 1999, respectively                                  7,722,000           7,830,000
Deferred rent from New Claridge                                                               20,905,000          22,239,000
Intangibles, net of accumulated amortization of
     $3,802,000 and $3,803,000 in 1998 and 1999, respectively                                      3,000               2,000
                                                                                              ----------          ----------

                                                                                      $      104,713,000         103,630,000
                                                                                             ===========         ===========
                  Liabilities and Partners' Capital Accounts

Current liabilities:
     Accounts payable                                                                 $        1,764,000           1,261,000
     Accrued interest due to New Claridge                                                        861,000             977,000
     Current portion of long-term debt due principally to
         New Claridge                                                                          2,065,000           2,281,000
                                                                                               ---------           ---------
              Total current liabilities                                                        4,690,000           4,519,000

Long-term debt due principally to New Claridge, including                                     79,622,000          79,559,000
     accrued interest of $20,000,000 in 1998 and 1999                                         ----------          ----------

              Total liabilities                                                               84,312,000          84,078,000
                                                                                              ----------          ----------
Partners' capital accounts:
     New general partners                                                                        116,000             107,000
     Former general partners                                                                     180,000             175,000
     Special limited partners                                                                    155,000             155,000
     Investor limited partners                                                                19,950,000          19,115,000
                                                                                              ----------          ----------
         Total partners' capital accounts                                                     20,401,000          19,552,000

Commitments and contingencies                                                                
                                                                                             -----------         -----------
                                                                                      $      104,713,000         103,630,000
                                                                                             ===========         ===========
</TABLE>

                See accompanying notes to financial statements.


<PAGE>

<TABLE>
<CAPTION>

                    ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.

                            Statements of Operations
                                   (Unaudited)

               For the Three Months Ended March 31, 1998 and 1999


                                                                                                 1998                1999
Revenues:                                                                                        ----                ----
<S>                                                                                   <C>                         <C>      
     Rent from New Claridge for the lease of Hotel Assets                             $        7,263,000          6,136,000
     Interest from New Claridge                                                                  108,000            108,000
     Interest from Special Limited Partners                                                        9,000                -
     Investment                                                                                   10,000             10,000
                                                                                               ---------          ---------

                                                                                               7,390,000          6,254,000
                                                                                               ---------          ---------

Expenses:
     Cost of maintaining and repairing
         Hotel Assets paid to New Claridge                                                     2,885,000           2,816,000
     Interest, principally on mortgages to New Claridge                                        3,216,000           2,858,000
     General and administrative                                                                  116,000              92,000
     General Partners' management fee                                                             33,000              33,000
     Depreciation and amortization                                                             1,362,000           1,312,000
                                                                                               ---------           ---------
                                                                                               7,612,000           7,111,000
                                                                                               ---------           ---------

Net loss                                                                              $         (222,000)          (857,000)
                                                                                               ==========          =========
Net loss per limited partnership unit - basic and diluted
(450 units outstanding at the end of each period)                                     $             (484)            (1,873)
                                                                                               ==========          =========

                See accompanying notes to financial statements.

</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                    ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.

               Statements of Partners' Capital Accounts (Deficit)

                      For the Year Ended December 31, 1998
                    and the Three Months Ended March 31, 1999


                                                           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, 1997           $ 134,000       191,000        (10,000)     (148,000)       5,295,000        16,363,000      21,825,000

Capital contributions            -             -            26,000       304,000          -                -                330,000

Net loss                      (18,000)      (11,000)        (1,000)      (16,000)        (419,000)       (1,289,000)     (1,754,000)
                              --------      --------        -------      --------        ---------       -----------     -----------

Partners' Capital
Accounts (Deficit),
December 31, 1998             116,000       180,000         15,000       140,000        4,876,000        15,074,000      20,401,000

Capital contributions            -             -              -            8,000          -                -                  8,000

Net loss                       (9,000)       (5,000)          -           (8,000)        (205,000)         (630,000)       (857,000)
                              --------       -------        -------       -------        ---------       -----------     -----------
Partners' Capital
Accounts (Deficit),
March 31, 1999
(unaudited)                 $ 107,000       175,000         15,000       140,000        4,671,000        14,444,000      19,552,000
                             ========       =======         ======       =======        =========        ==========      ==========
</TABLE>

                See accompanying notes to financial statements.



<PAGE>

<TABLE>
<CAPTION>

                    ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.

                            Statements of Cash Flows
                                   (Unaudited)

               For the Three Months Ended March 31, 1998 and 1999


                                                                                                  1998                1999
Cash flows from operating activities:                                                             ----                ----
<S>                                                                                   <C>                           <C>      
     Net loss                                                                         $         (222,000)           (857,000)
         Adjustments to reconcile net loss to net cash
         provided by (used in) operating activities:
              Depreciation and amortization                                                    1,362,000           1,312,000
              Accretion of discount on mortgage note                                             477,000             549,000
              Decrease (increase) in deferred rent                                             3,468,000          (1,334,000)
              Deferred interest on receivable from New Claridge                                 (108,000)           (108,000)
              Change in current assets and liabilities:
                  Decrease in rent due from New Claridge,
                      interest receivable from partners,
                      prepaid expenses and other assets                                          117,000              83,000
                  Decrease in accounts payable and
                      accrued interest due to New Claridge                                      (278,000)           (387,000)
                                                                                               ----------           ---------
                      Net cash provided by (used in) operating activities                      4,816,000            (742,000)
                                                                                               ----------           ---------
Cash flows from investing activities:
     Purchase of Hotel Assets                                                                   (198,000)           (101,000)
                                                                                               ----------           ---------
Cash flows from financing activities:
     Capital contributions                                                                       -                     8,000
     Proceeds of borrowings from New Claridge                                                    495,000              76,000
     Principal payments of debt, principally to New Claridge                                  (4,657,000)           (472,000)
                                                                                              -----------           ---------
                      Net cash used in financing activities                                   (4,162,000)           (388,000)
                                                                                              -----------           ---------
Net increase (decrease) in cash and cash equivalents                                             456,000          (1,231,000)
Cash and cash equivalents, beginning of period                                                   552,000           1,527,000
                                                                                              -----------         -----------
Cash and cash equivalents, end of period                                              $        1,008,000             296,000
                                                                                              ===========         ===========
Supplemental cash flow information:
     Interest paid, principally to New Claridge                                       $        3,091,000           2,573,000
                                                                                              ===========         ===========
</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, 1998, the  Corporation  has  experienced  recurring
         losses  and  deterioration  in its cash  flow  since  1996.  Since  the
         Corporation does not have substantial cash reserves or access to a line
         of  credit,   the   Corporation   needed  to   experience   significant
         improvements in operating  results in 1997 over 1996 levels in order to
         meet its on-going obligations, including the interest due on the Notes.
         Operating  results in 1997 did improve 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.
         However,  operating  results  in 1998 fell  below  1997  levels  due to
         increased  competition for casino  customers.  In 1998, the Corporation
         experienced a net loss of $9.4 million,  compared to a net loss of $6.0
         million in 1997. In the fall of 1998,  New Claridge  redirected its bus
         program  to reduce  the number of  customers  who  arrive by bus,  and,
         thereby, related costs. Total coin issued to bus passengers in 1998 was
         $13.5  million,  compared  to  $15.0  million  of  coin  issued  to bus
         passengers in 1997.  Marketing  efforts are being  directed  toward the
         mid-level slot customer through the use of promotions, direct mail  and
         advertising.   Additionally,  management  continues  to  conserve  cash
         through  various  cost  containment  measures.   Management  will  also
         consider  various  refinancing  alternatives,  including  a sale of the
         Corporation, or a restructuring of its financial obligations.

         In view of the operating  results of New Claridge in 1998, and in order
         to meet its  obligations,  management of the  Corporation  took several
         steps to enhance its cash position,  through both operational  changes,
         including the previously mentioned  redirection of the bus program, and
         certain transactions with PDS Financial Corporation ("PDS") and the New
         Jersey Casino Reinvestment  Development  Authority ("CRDA"), as further
         discussed below.

         In December  1997,  New Claridge  obtained a commitment  from PDS for a
         sale lease-back facility ("Facility"). Under the terms of the Facility,
         New  Claridge  could sell  certain of its slot  machines to PDS under a
         sale lease-back  arrangement,  for a specified amount per slot machine,
         for up to $1.8 million.  In February  1998,  New Claridge sold 370 slot

<PAGE>

         machines to PDS for  approximately $1 million under this Facility.  The
         machines will be leased back to New Claridge  under an operating  lease
         arrangement for two years.  After two years, New Claridge has an option
         to either purchase the machines, renew the lease arrangement for twelve
         months,  or return the equipment to PDS. In December 1998, New Claridge
         completed  the  sale of an  additional  379  slot  machines  to PDS for
         approximately  $776,000,  under terms similar to those described above.
         No additional financing is available under this Facility.

         In  October  1998,  the CRDA  approved  the  direct  investment  of New
         Claridge funds, already on deposit with the CRDA, and the completion of
         certain donations of New Claridge funds also already on deposit.  These
         transactions  resulted in the receipt by New Claridge of  approximately
         $930,000 from the CRDA in December 1998.

         In addition,  in February 1999, the Corporation and New Claridge agreed
         to a  settlement  of  approximately  $2.3  million  in the  arbitration
         proceedings  concerning the accident which took place in New Claridge's
         self-parking garage in July 1996. The settlement proceeds were received
         by New Claridge in late February 1999.

         As a result of these  transactions,  on March 2, 1999, New Claridge was
         able to pay the  interest  due on the Notes on February 1, 1999,  under
         the 30-day grace  period  allowed in  accordance  with the terms of the
         indenture governing the Notes.

         The Corporation had a net loss of $1,248,000 for the three months ended
         March  31,  1999,  compared  to a net loss of  $1,645,000  for the same
         period in 1998.  The decrease in net loss is due in part to a change in
         New Claridge's  marketing  strategy.  New Claridge's  marketing efforts
         have been redirected toward the mid-level slot customer through the use
         of direct promotions and advertising.  New Claridge offers  promotional
         incentives  to its  customers in the form of coin to play slot machines
         and gaming  chips to play table  games,  through  its direct  marketing
         programs,  based  on  their  level  of  gaming  activity.   Promotional
         incentives  issued through these  programs  during the first quarter of
         1999 totalled  $2,324,000,  compared to $2,933,000 in the first quarter
         of 1998.

         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

         The  1989  Restructuring  Agreement  provided  for  Webb to  retain  an
         interest  equal to $20  million  plus  interest  from  December 1, 1988
         accruing at the rate of 15% per annum compounded quarterly ("Contingent
         Payment")  in any proceeds  ultimately  recovered  from the  operations
         and/or the sale or  refinancing  of the Claridge  facility in excess of
         the First Mortgage loan and other  liabilities.  To give effect to this

<PAGE>

         Contingent  Payment,  the Corporation and the Partnership agreed not to
         make any  distributions  to the  holders  of their  equity  securities,
         whether derived from  operations or from sale or refinancing  proceeds,
         until Webb had received the Contingent Payment. It is estimated that at
         March 31, 1999, the aggregate amount owing in respect of the Contingent
         Payment was approximately $91.6 million.

         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 New Jersey Casino Control Commission.

         On February 23, 1996, the  Corporation  acquired an option to purchase,
         at a discount from the carrying  value,  the  Contingent  Payment.  The
         purchase price of the option was $1 million,  and the option could have
         been  exercised  any time  prior  to  December  31,  1997.  Given  it's
         operating  results at New  Claridge,  the  Corporation  was not able to
         exercise this Contingent  Payment Option,  and it expired in accordance
         with its terms on December 31, 1997.


<PAGE>

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

Results of Operations for the Three Months Ended March 31, 1999
as Compared to the Three Months Ended March 31, 1998

Rental income for the three months ended March 31, 1999 decreased  $1,127,000 as
compared to the three months ended March 31,  1998.  This  decrease is primarily
due to the expiration of both the Operating Lease and Expansion  Operating Lease
on September 30, 1998. Each lease provides for three ten-year renewal options at
the election of New Claridge.  New Claridge  agreed to exercise the first of the
ten-year  renewal  options,  extending  the  term  of the  Operating  Lease  and
Expansion Operating Lease through September 30, 2008. Monthly basic rent for the
first  three  months  of  1999  was $2  million  for  the  Operating  Lease  and
approximately $208,000 for the Expansion Operating Lease. During the first three
months of 1998,  basic rent was  approximately  $2.4  million  per month for the
Operating Lease and approximately $409,000 per month for the Expansion Operating
Lease.  In offset to these rent  decreases,  rents  abated  for the first  three
months of 1999 were  approximately $2 million,  compared to  approximately  $2.5
million for the same period in 1998,  due to the effects of the Sixth  Amendment
to the Operating Lease and Fifth Amendment to the Expansion  Operating Lease, as
discussed below.

For the three months ended March 31, 1999,  interest expense decreased  $358,000
as compared to the same period  ended March 31, 1998 due to  principal  payments
made during 1998 and 1999 that  reduced the average  outstanding  balance of the
wraparound and expansion mortgages.

General and administrative expenses decreased $24,000 for the three months ended
March 31, 1999 as compared to the three months  ended March 31, 1998.  Effective
September  1998, the  Partnership  renewed its Directors and Officers  Liability
insurance policy at a reduced annual premium of approximately  $253,000 compared
to the prior year's premium of approximately $344,000.

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 did not accumulate
in  the  Partnership.   The  1997   restructuring  and  1998  amendment  to  the
restructuring  continue  this  deferral or abatement of excess cash flow through
2004.  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)  full or
partial  satisfaction  of the  Expandable  Wraparound  Mortgage;  and (iii) full
satisfaction  of any first mortgage then in place.  The deferral of $1.3 million
of rental obligation as part of the 1997 restructuring,  as well as the deferral
of $1.1 million of rental obligation in March 1999 (as discussed below),  leaves
the Partnership with minimal liquidity.

The Operating  Lease and the Expansion  Operating  Lease were amended as part of
the 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  could not exceed $10  million in any one  calendar

<PAGE>

year, nor $38,820,000 in the aggregate. All of the $38,820,000 of available rent
abatements was fully utilized by the end of the first quarter of 1997.

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  $1,300,000  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 in monthly  installments of $25,000 for the period April 1, 1997
through December 31, 1997, and monthly installments of $50,000 for the year 1998
and  thereafter  until  paid in full  (subject  to  acceleration  under  certain
circumstances).

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 (see below).

Under the terms of the Operating Lease, as amended  effective March 1, 1997, New
Claridge had an option to purchase,  on September 30, 1998, the Hotel Assets and
the underlying land. To exercise this option,  New Claridge was required to give
notice to the Partnership, at least nine months prior to the option date, of its
election to do so. Based on the current  financial  situation,  New Claridge did
not give such notice to the  Partnership  in respect of the  September  30, 1998
option date. However, New Claridge may also 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.

Effective  September 30, 1998, the Operating Lease and Expansion Operating Lease
were further  amended,  pursuant to a Sixth Amendment to the Operating Lease and
Fifth  Amendment to the Expansion  Operating Lease (the "Sixth  Amendment"),  to
allow for the deferral of $1.1 million of rent in March 1999, dependent upon (i)
New Claridge  having  received the proceeds in connection with its settlement of
the parking garage  litigation,  and (ii) the Corporation or New Claridge having
paid the interest due on the Notes. New Claridge  received the proceeds from the
settlement  of the Parking  garage  litigation  in February  1999,  and paid the
interest  due on the Notes on March 2,  1999,  within the  30-day  grace  period
allowed in accordance with the terms of the Indenture. The $1.1 million of basic
rent deferred in 1999 is to be paid to the  Partnership in monthly  installments
of $25,000  commencing  January 1, 2000 until paid in full.  This amendment also
provides for  additional  abatements  of rent,  through  December  31, 2004,  as
necessary to reduce the  Partnership's  cash flow to an amount necessary only to
meet the Partnership's cash requirements;  these abatements,  however, are to be
reduced by  specified  amounts  for each period  commencing  January 1, 2000 and
ending December 31, 2004 ($83,333 per month in 2000, $130,000 per month in 2001,
$180,000 per month in 2002 and 2003, and $130,000 per month in 2004).

In addition to the deferral  and  abatements  of rent  provided for in the Sixth
Amendment,  the amendment provides for the payment of $3.5 million of additional
basic rent on the earlier of (i) the maturity date of the Expandable  Wraparound
Mortgage  Note (see  below),  (ii) such  earlier  date,  if any,  as the  entire
principal amount of the Expandable  Wraparound Mortgage becomes due and payable,
or (iii) the date on which any merger, consolidation,  or similar transaction to
which  the  Corporation  or New  Claridge  is a  party,  or any  sale  of all or
substantially  all  of  the  assets  of  the  Corporation  or  New  Claridge  is
consummated, or any change in control of the Corporation or New Claridge occurs.

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

<PAGE>

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 $3,116,000 as of March 31,
1999 and  $1,973,000 as of December 31, 1998.  The increase in the deficiency is
primarily  the result of the  deferral  of $1.1  million of rent in March  1999,
pursuant  to the Sixth  Amendment.  The  working  capital  deficiency  primarily
results from the consummation of the 1989  Restructuring  Agreement.  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 2004 in the  September  1998
amendment  to  the  1997  restructuring.  Thus,  so  long  as  the  Claridge  is
financially  viable and New Claridge  continues  to make all payments  under the
operating  leases,  the  Partnership  expects  to be  able  to pay  its  current
liabilities.

The Partnership is aware of the issue  associated  with the programming  code in
existing  computer systems as the year 2000 approaches.  The "year 2000" problem
is the result of computer  programs  which were written  using two digits rather
than four to define the applicable  year,  which could cause certain  systems to
recognize the year 2000 as the year 1900.  The  Partnership  has addressed  this
issue and does not anticipate any significant costs associated with these system
changes.  The  Partnership has also updated its computer  accounting  system and
software  with  confirmation  from the  vendors of their  year 2000  compliance.
Substantially  all of the  Partnership's  revenues  are  derived  from  the  New
Claridge,  therefore any year 2000 issues  impacting on New Claridge  could also
impact the Partnership's  financial condition.  New Claridge has reported in its
Annual Report that it has  addressed  this issue and does not expect the amounts
required to be expensed  related to  correcting  this problem to have a material
effect on its financial position or results of operations.  Although  management
of the  Corporation  anticipates  completion of this project by the end of 1999,
there  can be no  assurances  of this.  If the  modifications  are not  complete
timely,  the year 2000 problem could have a material impact on the Corporation's
and the Partnership's ability to conduct business. The Partnership does not have
a contingency plan, but is currently discussing such a plan.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

There  have  been  no  material  changes  in  the  information  provided  in the
Partnership's  Annual  Report on Form 10-K for the year ended  December 31, 1998
filed with the Securities and Exchange Commission.





                                     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 March 
31, 1999.


<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    May 14, 1999                             /s/  Anthony C. Atchley        
                                        by   Anthony C. Atchley, General Partner


Date    May 14, 1999                            /s/  Gerald C. Heetland         
                                        by   Gerald C. Heetland, General Partner


Date    May 14, 1999                           /s/  Anthony C. Atchley         
                                        by   AC Boardwalk Partners Corporation, 
                                             General Partner
                                        by   Anthony C. Atchley, President