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 June 30, 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 incorporation         (I.R.S. Employer
 or organization)                                     Identification No.)


   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, 1998 and
                       June 30, 1999                                       3

                       Statements of  Operations  For the Six
                       Months Ended June 30, 1998 and 1999                 4

                       Statements of Partners' Capital Accounts
                       (Deficit) For the Year Ended December 31,
                       1998 and the Six Months Ended June 30, 1999         5

                       Statements of Cash Flows For the Six Months
                       Ended June 30, 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 June 30, 1999,
and the results of  operations  and cash flows for the six months ended June 30,
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 June 30, 1999
                                                                                                                     (Unaudited)
                  Assets                                                                         1998                   1999
                                                                                                 ----                   ----

Current assets:
<S>                                                                                   <C>                            <C>
     Cash and cash equivalents                                                        $        1,527,000             610,000
     Rent due from New Claridge                                                                  786,000             500,000
     Interest receivable from partners                                                            35,000              34,000
     Prepaid expenses                                                                            210,000              68,000
      Other assets                                                                               159,000              64,000
                                                                                               ---------           ---------
              Total current assets                                                             2,717,000           1,276,000
                                                                                               ---------           ---------

Hotel Assets                                                                                 184,318,000         184,513,000
Less:  Accumulated depreciation and amortization                                            (110,952,000)       (113,562,000)
                                                                                            -------------       -------------
              Net Hotel Assets                                                                73,366,000          70,951,000
                                                                                            -------------       -------------
Note receivable from New Claridge, including accrued interest  of
     $4,122,000 and $4,338,000 in 1998 and 1999, respectively                                  7,722,000           7,938,000
Deferred rent from New Claridge                                                               20,905,000          22,476,000
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         102,643,000
                                                                                             ===========        ============
                  Liabilities and Partners' Capital Accounts

Current liabilities:
     Accounts payable                                                                 $        1,764,000           1,388,000
     Accrued interest due to New Claridge                                                        861,000             764,000
     Current portion of long-term debt due principally to
         New Claridge                                                                          2,065,000           2,536,000
                                                                                               ---------           ---------
              Total current liabilities                                                        4,690,000           4,688,000

Long-term debt due principally to New Claridge, including                                     79,622,000          79,599,000
     accrued interest of $20,000,000 in 1998 and 1999                                         ----------          ----------

              Total liabilities                                                               84,312,000          84,287,000
                                                                                              ----------          ----------
Partners' capital accounts:
     New general partners                                                                        116,000              95,000
     Former general partners                                                                     180,000             168,000
     Special limited partners                                                                    155,000             143,000
     Investor limited partners                                                                19,950,000          17,950,000
                                                                                              ----------          ----------
         Total partners' capital accounts                                                     20,401,000          18,356,000

Commitments and contingencies                                                                 ----------          ----------

                                                                                      $      104,713,000         102,643,000
                                                                                             ===========         ===========

</TABLE>

                See accompanying notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>

                                              ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.

                                                      Statements of Operations
                                                             (Unaudited)


                                                                  Three Months Ended                     Six Months Ended
                                                                       June 30,                              June 30,
                                                               1998              1999                  1998              1999
                                                               ----              ----                  ----              ----

Revenues:
<S>                                                    <C>                      <C>                 <C>               <C>
     Rent from New Claridge for
         the lease of Hotel Assets                     $       6,405,000        5,822,000           13,668,000        11,958,000
     Interest from New Claridge                                  108,000          108,000              216,000           216,000
     Interest from Special Limited Partners                        9,000           -                    18,000             -
     Investment                                                   12,000            8,000               22,000            18,000
     Other                                                         1,000             -                   1,000               -
                                                               ---------        ---------           ----------        ----------

                                                               6,535,000        5,938,000           13,925,000        12,192,000
                                                               ---------        ---------           ----------        ----------

Expenses:
     Cost of maintaining and repairing
         Hotel Assets, paid to New Claridge                    2,958,000        2,760,000            5,843,000         5,576,000
     Interest, principally on mortgages to
         New Claridge                                          3,079,000        2,875,000            6,295,000         5,733,000
     General and administrative                                  178,000          168,000              294,000           260,000
     General Partners' management fee                             32,000           32,000               65,000            65,000
     Depreciation and amortization                             1,353,000        1,299,000            2,715,000         2,611,000
                                                               ---------        ---------            ---------         ---------

                                                               7,600,000        7,134,000           15,212,000        14,245,000
                                                               ---------        ---------           ----------        ----------

Net loss                                               $      (1,065,000)      (1,196,000)          (1,287,000)       (2,053,000)
                                                              ===========      ===========          ===========       ===========



Net loss per limited partnership unit
(450 units outstanding
      at the end of each period)                       $          (2,329)          (2,616)              (2,813)           (4,489)
                                                               ===========          ======               ======            ======


</TABLE>



                See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>
0
                                             ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.

                                         Statements of Partners' Capital Accounts (Deficit)

                                                For the Year Ended December 31, 1998
                                               and the Six Months Ended June 30, 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                      (21,000)      (12,000)        (1,000)      (19,000)        (491,000)       (1,509,000)     (2,053,000)
                              --------      --------        -------      --------        ---------       -----------     -----------
Partners' Capital
Accounts (Deficit),
June 30, 1999
(unaudited)                $   95,000       168,000         14,000       129,000        4,385,000        13,565,000      18,356,000
                            =========       =======         ======       =======        =========        ==========      ===========
</TABLE>


                See accompanying notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>

                                          ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.

                                                  Statements of Cash Flows
                                                         (Unaudited)

                                       For the Six Months Ended June 30, 1998 and 1999


                                                                                               1998                1999
                                                                                               ----                ----
<S>                                                                                       <C>                     <C>

Cash flows from operating activities:
     Net loss                                                                             $   (1,287,000)         (2,053,000)
         Adjustments to reconcile net loss to
         net cash provided by (used in) operating activities:
              Depreciation and amortization                                                    2,715,000           2,611,000
              Accretion of discount on mortgage note                                             972,000           1,117,000
              Decrease (increase) in deferred rent from New Claridge                           6,936,000          (1,571,000)
              Deferred interest on receivable from New Claridge                                 (216,000)           (216,000)
              Change in current assets and liabilities:
                  Decrease in rent due from New Claridge,
                      interest receivable from partners,
                      prepaid expenses and other assets                                          249,000             524,000
                  Decrease in accounts payable and
                      accrued interest due New Claridge                                         (228,000)           (473,000)
                                                                                              ----------            --------

                      Net cash provided by (used in) operating activities                      9,141,000             (61,000)
                                                                                              ----------            ---------
Cash flows from investing activities:
     Purchase of Hotel Assets                                                                   (364,000)           (174,000)
                                                                                              ----------            ---------
Cash flows from financing activities:
     Capital contributions                                                                       -                     8,000
     Proceeds of borrowings from New Claridge                                                    654,000             175,000
     Principal payments of debt, principally to New Claridge                                  (9,153,000)           (865,000)
                                                                                              -----------           ---------
                      Net cash used in financing activities                                   (8,499,000)           (682,000)
                                                                                              -----------           ---------
Net increase (decrease) in cash and cash equivalents                                             278,000            (917,000)
Cash and cash equivalents, beginning of period                                                   552,000           1,527,000
                                                                                              -----------          ----------
Cash and cash equivalents, end of period                                              $          830,000             610,000
                                                                                              ===========          ==========
Supplemental cash flow information:
     Interest paid                                                                    $        6,043,000           5,345,000
                                                                                              ===========          ==========
Supplemental noncash investing and financing activities:
     Capital lease obligation incurred to acquire Hotel Assets                         $          67,000              21,000
                                                                                              ===========          ==========
</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.  Although  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,  operating  results  in 1998 fell below 1997
          levels due to increased citywide 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, as a result,  reduce the 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  is  also   considering   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
          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.  In February 1998, New Claridge sold 370 slot machines to PDS

<PAGE>

          for  approximately  $1 million under this Facility.  The machines were
          then 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 $85  million  of First  Mortgage
          Notes due 2002  ("Notes") on February 1, 1999,  under the 30-day grace
          period allowed in accordance with the terms of the indenture governing
          the Notes. Operating results for the first half of 1999, however, have
          continued  to lag behind  prior year  levels,  which has  affected the
          Corporation's  ability  to  continue  to meet  its  obligation  to pay
          interest on the Notes.  As a result,  the  Corporation did not pay the
          interest  due August 2, 1999 on the Notes and on August 16, 1999 filed
          a voluntary  petition under Chapter 11 of the United States Bankruptcy
          Code.

          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  ("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.

          The Partnership and New Claridge have reapplied for a four-year casino
          service industry  license and four-year casino license,  respectively.
          However,  in light of the filing of a voluntary petition under Chapter
          11 of the  United  States  Bankruptcy  Code on August  16,  1999,  New
          Claridge  anticipates  that its casino  license will be renewed for an
          additional  period,  the  term  of  which  will be  determined  by the
          Commission.  Additionally,  New  Claridge  recognizes  that its casino
          license  will  likely  contain  financial  reporting   conditions  and
          requirements  consistent  with the manner in which the  Commission has
          relicensed  other casino  licensees who have filed voluntary  petition
          under Chapter 11 in the past.  Any possible  effect of New  Claridge's
          future licensing on the Partnership's license renewal is not known.


<PAGE>

(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 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 June 30, 1999,  the aggregate  amount owing in
          respect of the Contingent Payment was approximately $95 million.

          In  connection  with the  1989  restructuring,  Del  Webb  Corporation
          ("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.

(4)       Subsequent Events

          The Corporation has experienced  recurring losses and deterioration in
          its cash flow since 1996, which has affected the Corporation's ability
          to continue to meet its obligation to pay interest on the Notes.  As a
          result, the Corporation did not pay the interest due August 2, 1999 on
          the Notes,  and, on August 16, 1999, filed a voluntary  petition under
          Chapter 11 of the United States  Bankruptcy  Code. (See "Liquidity and
          Capital Resources).

<PAGE>

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

Results of Operations for the Six Months Ended June 30, 1999
as Compared to the Six Months Ended June 30, 1998

Rental  income for the six months ended June 30, 1999  decreased  $1,710,000  as
compared to the six months ended June 30, 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  six  months  of  1999  was  $2  million  for  the  Operating   Lease  and
approximately  $208,000 for the Expansion  Operating Lease. During the first six
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 six months
of 1999 were approximately $3.7 million,  compared to approximately $6.0 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.

For the six months ended June 30, 1999,  interest expense decreased  $562,000 as
compared to the same period ended June 30, 1998 due to principal  payments  made
during 1998 that reduced the average  outstanding  balance of the wraparound and
expansion mortgages.

General and  administrative  expenses decreased $34,000 for the six months ended
June 30, 1999 as compared to the six months ended June 30, 1998.  This  decrease
is primarily due to a decrease in insurance expense.  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. The Corporation has experienced  recurring losses and deterioration in
its cash flow  since  1996,  which has  affected  the  Corporation's  ability to
continue  to meet its  obligation  to pay  interest  on the $85 million of First
Mortgage Notes due 2002 ("Notes").  As a result, the Corporation did not pay the
interest  due August 2, 1999 on the Notes,  and,  on August  16,  1999,  filed a
voluntary petition under Chapter 11 of the United States Bankruptcy Code.

The  following  discussion  concerning  the  Corporation's   liquidity  and  its
bankruptcy filing is taken from the Corporation's Quarterly Report on Form 10-Q:

Management  of the  Corporation  has reported  that it believes that such filing
will permit the Corporation to conserve its cash pending a restructuring  of its
financial  obligations  in the  Chapter 11  proceeding.  As of July 31, 1999 the
Corporation  had  approximately  $13.5  million  of cash and  cash  equivalents,
including  approximately  $9.3 million of "bankroll" used in casino  operations.
Management  anticipates an as of yet indeterminate  one-time increase in general
and administrative expenses, primarily for professional fees, in connection with
preparing  for such  filing,  as well as an  increase  in  ongoing  general  and
administrative  expenses,  again  primarily for  professional  fees,  during the
pendency of the bankruptcy proceeding.

While  management of the Corporation and its subsidiaries has reported that they
believe they have sustainable operations, the cash generated by those operations

<PAGE>

clearly is not sufficient to (i) permit the Corporation to meet the debt service
on  the  currently   outstanding   Notes;  (ii)  to  make  significant   capital
improvements  that  management  believes are necessary to improve the Claridge's
competitive  position in the Atlantic City casino  market;  and (iii)  regularly
make capital  improvements in the future to maintain that competitive  position.
Accordingly,  management of the  Corporation  intends to seek, in the Chapter 11
proceeding,  to reduce the  Corporation's  debt  obligations  to a level that it
believes is consistent with the sustainable level of cash to be generated by the
Claridge.  At the same time,  management  will seek to  simplify  the  ownership
structure  of the  Claridge as between the  Corporation,  New  Claridge  and the
Partnership. Any such restructuring of the financial obligations of the Claridge
and of its ownership  structure will be subject to the outcome of the Chapter 11
proceeding  and, in  particular,  the  approval of the holders of the  requisite
percentage of the outstanding Notes, as to which there can be no assurance.

The  Corporation  has previously  announced that it has entered into a letter of
intent with  Schottenstein  Realty  Corporation  ("Schottenstein")  regarding an
investment in the Claridge in connection with any such restructuring. The letter
of intent contemplates a $10 million investment by Schottenstein in the Claridge
in exchange for a substantial equity interest in a new entity that would own the
assets  used by the  Claridge,  including  the  assets  currently  owned  by the
Partnership,  other than the casino  assets.  The letter of intent  contemplates
that this new entity  would  exchange new notes and equity in the entity for the
currently  outstanding  Notes. The new notes would have a substantially  smaller
principal  amount than the existing  Notes,  together with a lower interest rate
and a later  maturity  date.  The letter of intent  also calls for  providing  a
limited amount of equity in the entity to the Partnership and to setting aside a
portion  of the  equity in the new  entity  as  incentive  compensation  for the
management of the Claridge.  The above  described  terms of the letter of intent
are not  binding  on the  Corporation  or  Schottenstein  until  reflected  in a
definitive agreement,  and, in any case, are subject to negotiation and approval
by holders of the Notes and the  Partnership  and to approval by the  Bankruptcy
Court.  There can be no  assurance  that  such a  definitive  agreement  will be
reached or that any  definitive  agreement  that is reached  will not have terms
that are substantially different from those described above.

Based  upon  the  foregoing   information  reported  by  the  Corporation,   the
Partnership anticipates the following:

In the very short term,  federal  bankruptcy  law  requires  New Claridge to pay
post-petition  rent to the  Partnership  until such time as New Claridge  either
assumes  or  rejects  the lease with the  Partnership.  Accordingly,  during the
bankruptcy cases of New Claridge and the Corporation, the Partnership expects to
be able to continue to pay the Partnership's debt service and operating expenses
with lease  payments from New Claridge.  The  Partnership  anticipates  that New
Claridge will either assume the lease with agreed upon  modifications  or reject
the lease and negotiate a substitute  lease  agreement.  Neither the Corporation
nor New Claridge has advised the  Partnership of any definitive  plans regarding
the treatment in their bankruptcy cases of the lease or other claims amongst the
Corporation, New Claridge and/or the Partnership.

In view of the August 16, 1999 filing by the Corporation of a voluntary petition
under Chapter 11 of the United States  Bankruptcy Code, and in light of the fact
that the Notes are secured by a non-recourse mortgage granted by the Partnership
representing  a  first  lien  on the  Hotel  Assets,  it is  possible  that  the
Partnership will also file a voluntary petition under Chapter 11. However, it is
impossible  to speculate,  at this time, if and when this will actually  happen,
and, if it does occur,  what effects such a filing by the Partnership  will have
on  the  Operating  Lease  and  Expansion  Operating  Lease  Agreement  and  the
Expandable  Wraparound Mortgage Agreement,  or the Partnership's  performance of
its obligations under these agreements.

<PAGE>


The Partnership  had a working  capital  deficiency of $3,412,000 as of June 30,
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 to the Operating  Lease and Fifth  Amendment to
the Expansion Operating Lease. 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.

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
                     June 30, 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    August 23, 1999      /s/  Anthony C. Atchley
                             ___________________________________________________
                          by Anthony C. Atchley, General Partner


Date    August 23, 1999      /s/  Gerald C. Heetland
                             ___________________________________________________
                          by Gerald C. Heetland, General Partner


Date   __August 23, 1999     /s/  Anthony C. Atchley
                             ___________________________________________________
                          by AC  Boardwalk Partners Corporation, General Partner
                          by Anthony C. Atchley, President