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, 1998                   

[  ]   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               (I.R.S. Employer Identification No.)
 of 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,  1997  and
                    September 30, 1998                                      3

                    Statements of Operations For the  Three-Month  and
                    Nine-Month  Periods  Ended  September 30, 1997 and
                    1998                                                    4

                    Statements   of   Partners'    Capital    Accounts
                    (Deficit)  For the Year Ended  December  31,  1997
                    and the Nine Months Ended September 30, 1998            5

                    Statements  of  Cash  Flows  For the  Nine  Months
                    Ended September 30, 1997 and 1998                       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 September 30,
1998,  and the  results  of  operations  for the  three  and nine  months  ended
September 30, 1997 and 1998, and cash flows for the nine months ended  September
30, 1997 and 1998.

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, 1997 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>

                    ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.
                                 Balance Sheets
                    December 31, 1997 and September 30, 1998

<CAPTION>

                                                                                                                   (Unaudited)
               Assets                                                                            1997                  1998
               ------                                                                            -----             ----------

Current assets:
<S>                                                                                           <C>                  <C>      
     Cash and cash equivalents                                                                $   552,000          1,036,000
     Rent due from New Claridge                                                                   810,000            793,000
     Interest receivable from partners                                                             41,000             66,000
     Prepaid expenses                                                                             254,000            252,000
      Other assets                                                                                150,000            219,000
                                                                                                ---------          ---------
              Total current assets                                                              1,807,000          2,366,000
                                                                                                ---------          ---------

Hotel Assets                                                                                  183,707,000        184,218,000
Less:  Accumulated depreciation and amortization                                             (105,660,000)      (109,641,000)
                                                                                              -----------        -----------
              Net Hotel Assets                                                                 78,047,000         74,577,000
                                                                                              -----------        -----------

Note receivable from New Claridge, including accrued interest  of
     $3,690,000 and $4,014,000 in 1997 and 1998, respectively                                   7,290,000          7,614,000
Deferred rent from New Claridge                                                                31,022,000         20,619,000
Intangibles, net of accumulated amortization of
     $3,727,000 and $3,792,000 in 1997 and 1998, respectively                                      78,000             13,000
                                                                                              -----------        -----------

                                                                                            $ 118,244,000        105,189,000
                                                                                              ===========        ===========
               Liabilities and Partners' Capital Accounts

Current liabilities:
     Accounts payable                                                                         $ 1,391,000          1,394,000
     Accrued interest due New Claridge                                                            948,000            786,000
     Current portion of long-term debt due principally to New Claridge                         18,615,000          6,299,000
                                                                                               ----------         ----------
              Total current liabilities                                                        20,954,000          8,479,000

Long-term debt due principally to New Claridge, including                                                                
      accrued interest of $20,000,000 in 1997 and 1998                                          75,465,000         75,939,000
                                                                                               ----------         ----------

              Total liabilities                                                                96,419,000         84,418,000
                                                                                               ----------         ----------

Partners' capital accounts (deficit):
     New general partners                                                                         134,000            123,000
     Former general partners                                                                      191,000            185,000
     Special limited partners                                                                   (158,000)          (149,000)
     Investor limited partners                                                                 21,658,000         20,612,000
                                                                                               ----------         ----------

         Total partners' capital accounts (deficit)                                            21,825,000         20,771,000

Commitments and contingencies                                                                                               
                                                                                              -----------        -----------
                                                                                            $ 118,244,000        105,189,000
                                                                                              ===========        ===========
</TABLE>
                See accompanying notes to financial statements.


<PAGE>
<TABLE>




                    ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.

                            Statements of Operations
                                   (Unaudited)


                                                                  Three Months Ended                     Nine Months Ended
                                                                     September 30,                         September 30,      
                                                               ------------------------              -------------------------
                                                                  1997              1998                1997              1998
                                                                  ----              ----                ----              ----

Revenues:
<S>                                                            <C>              <C>                 <C>               <C>   
     Rent from New Claridge for
         the lease of Hotel Assets                        $    7,406,000        7,425,000           26,835,000        21,093,000
     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                                                    7,000           14,000               25,000            36,000
     Other                                                           -                 -                 2,000             1,000
                                                              ----------        ---------           ----------        ----------

                                                               7,530,000        7,556,000           27,213,000        21,481,000
                                                               ---------        ---------           ----------        ----------

Expenses:
     Cost of maintaining and repairing
         Hotel Assets, paid to New Claridge                    2,960,000        2,934,000            8,609,000         8,777,000
     Interest, principally on mortgages to
         New Claridge                                          3,506,000        2,944,000           10,879,000         9,239,000
     General and administrative                                  120,000          101,000              491,000           395,000
     General Partners' management fee                             33,000           33,000               98,000            98,000
     Depreciation and amortization                             1,361,000        1,331,000            4,143,000         4,046,000
                                                               ---------        ---------          -----------       -----------

                                                               7,980,000        7,343,000           24,220,000        22,555,000
                                                               ---------        ---------          -----------       -----------


Net income (loss)                                         $     (450,000)         213,000            2,993,000        (1,074,000)
                                                              ===========       =========           ==========        ===========


Net income (loss) per limited partnership unit
 (450 units outstanding at the end of each period)        $         (985)             464                6,544            (2,349)
                                                              ===========       =========           ==========        ===========


</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, 1997
                  and the Nine Months Ended September 30, 1998
<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, 1996         $   105,000       173,000        (12,000)     (175,000)       4,593,000      14,204,000       18,888,000

Net income                     29,000        18,000          2,000        27,000          702,000       2,159,000        2,937,000
                           ----------     ---------      ---------    ----------       ----------    ------------      -----------

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                                                                                                
(unaudited)                     -             -              -            20,000           -                 -              20,000

Net loss
(unaudited)                  (11,000)        (6,000)        (1,000)      (10,000)        (257,000)       (789,000)      (1,074,000)
                         ------------    -----------       --------    ----------       ----------    ------------      -----------

Partners' Capital
Accounts (Deficit),
September 30, 1998
(unaudited)                $  123,000       185,000         (11,000)      (138,000)     5,038,000       15,574,000      20,771,000
                              =======     ==========        ========        =======     =========     ============     ===========

</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, 1997 and 1998

                                                                                                  1997                1998     
                                                                                               ----------          ----------
Cash flows from operating activities:
<S>                                                                                            <C>                <C>        
     Net income (loss)                                                                         $2,993,000         (1,074,000)
         Adjustments to reconcile net income (loss) to
         net cash provided by operating activities:
              Depreciation and amortization                                                     4,143,000          4,046,000
              Accretion of discount on mortgage note                                            1,291,000          1,484,000
              Loss on disposal of assets                                                            2,000                  -
              Decrease in deferred rent from New Claridge                                       3,717,000         10,403,000
              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                                              (126,000)           (75,000)
               (Decrease) in accounts payable and
                  accrued interest due New Claridge                                              (137,000)          (159,000)
                                                                                               ----------         -----------

                  Net cash provided by operating activities                                    11,559,000         14,301,000
                                                                                               ----------         ----------

Cash flows from investing activities:
     Purchase of Hotel Assets                                                                    (60,000)           (444,000)
                                                                                               ----------         ----------

Cash flows from financing activities:
     Capital contributions                                                                           -                20,000
     Proceeds of borrowings from New Claridge                                                    149,000             777,000
     Principal payments of debt, principally to New Claridge                                 (12,559,000)        (14,170,000)
                                                                                             -----------        -----------

               Net cash used in financing activities                                         (12,410,000)        (13,373,000)
                                                                                             -----------         -----------

Net (decrease) increase in cash and cash equivalents                                            (911,000)            484,000
Cash and cash equivalents, beginning of period                                                 1,446,000             552,000
                                                                                              ----------         -----------

Cash and cash equivalents, end of period                                                        $535,000           1,036,000
                                                                                              ==========         ===========

Supplemental cash flow information:
     Interest paid                                                                           $10,416,000           8,839,000
                                                                                              ==========         ===========

Supplemental noncash investing and financing activities:
     Capital lease obligation incurred to acquire Hotel Assets                               $      -                 67,000
                                                                                              ==========         ===========

                See accompanying notes to financial statements.

</TABLE>

<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.   The  following
          information   with   respect  to  New   Claridge  is  taken  from  the
          Corporation's  filings  on  Forms  10-K  and  10-Q as filed  with  the
          Securities and Exchange Commission.

          The Corporation experienced recurring losses and serious deterioration
          in its  cash  flow  in  1996.  Since  the  Corporation  did  not  have
          substantial  cash  reserves  or  access  to  a  line  of  credit,  the
          Corporation   needed  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 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 for the first nine
          months of 1998 were below 1997 levels due to increased competition for
          casino  customers.  New  Claridge  has  redirected  its bus program to
          reduce the number of customers who arrive by bus and, thereby, related
          costs.  Marketing efforts are being directed toward the mid-level slot
          customer through the use of promotions and advertising.  Additionally,
          management continues to conserve cash through various cost containment
          measures,   including   limiting  capital   expenditures  in  1998  to
          approximately  $1.5 million.  Management  will also  consider  various
          refinancing efforts, including a sale of the Corporation.

          In view of the operating results of New Claridge, and in order to meet
          its  obligations,  the Corporation is taking steps to enhance its cash
          position  through both  operational  changes and certain  transactions
          with PDS  Financial  Corporation  ("PDS")  and the New  Jersey  Casino
          Reinvestment  Development  Authority  ("CRDA"),  as further  discussed
          below.  No  assurances  can  be  given  that  these  efforts  will  be
          successful.

          In December  1997, New Claridge  obtained a commitment  from PDS for a
          $1.8 million sale  lease-back  facility  (the  "Facility").  Under the
          terms of the  Facility,  New  Claridge  may 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 machines to PDS for  approximately  $1 million
          under  this  Facility.  The  machines  have  been  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. On September  15, 1998 New Claridge  initiated  the sale of an
          additional 379 slot machines to PDS for approximately $775,000.  These
          machines  will also be leased back to New Claridge  under an operating
          lease  arrangement for two years with terms similar to those described
          above.  This transaction is expected to be completed in early November
          1998. Once completed,  no additional financing will be available under
          the Facility.

         On October 22, 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   are  expected  to  result  in  New  Claridge   receiving
         approximately $925,000 from the CRDA prior to December 31, 1998.

         In addition, New Claridge has retained the law firm of Zelle and Larson
         LLP of  Minneapolis,  Minnesota  to assist in the  recovery  of certain
         expenses  incurred in reopening the  self-parking  garage and 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.  Arbitration  proceedings commenced in April 1998,
         and are expected to continue into the fourth quarter of 1998.  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.

         The  Corporation had a net loss of $4,039,000 for the nine months ended
         September 30, 1998,  compared to a net loss of $2,192,000  for the same
         period in 1997.  The increase in net loss is due primarily to increased
         marketing  costs  related to the  initiatives  to increase  table games
         business,  as well as higher payroll  costs,  higher costs of providing
         promotional  allowances,  and higher equipment rental costs as a result
         of the limited capital expenditure funding available.

         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 Del Webb  Corporation
          ("Webb") to retain an  interest,  which was  assigned to a trustee for
          the  benefit  of the  Valley of the Sun  United  Way on April 2, 1990,
          equal  to $20  million  plus  interest  at a rate  of 15%  per  annum,
          compounded  quarterly,  commencing  December 1, 1988,  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 ("Contingent Payment").  Consequently,  New
          Claridge has deferred the  recognition  of $20 million of  forgiveness
          income with respect to the Contingent Payment obligation.  Interest on
          the Contingent  Payment has not been recorded by the Corporation since
          the  likelihood  of paying such amount is not  considered  probable at
          this time.  As of September  30,  1998,  accrued  interest  would have
          amounted to approximately $65.1 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
          1989 Restructuring Agreement.

          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 the recent  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-Month and Nine-Month Periods Ended September
30, 1998 as Compared to the Three-Month  and Nine-Month  Periods Ended September
30, 1997

Rental income for the three months ended September 30, 1998 increased $19,000 as
compared to the three months ended September 30, 1997, and decreased  $5,742,000
for the nine  months  ended  September  30,  1998 as compared to the nine months
ended  September  30, 1997.  This  decrease is primarily due to the abatement of
rent  pursuant  to the  March 1,  1997  amendments  to the  Operating  Lease and
Expansion  Operating Lease. 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.  Since the amount of abatements
permitted in accordance  with the March 1997  amendments  will vary depending on
the  Partnership's  cash flow,  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, 1998 the  reduction to rental  income  resulting  from the
abatement of rent was  approximately  $2,848,000 and  $8,814,000,  respectively,
compared to $2,518,000 and $6,232,000 for the same periods in 1997. Also, during
1997, approximately $3,102,000 in deferred rent was recognized as rental income.
This did not occur in 1998, resulting in reduced rents when compared to 1997.

For the three- and nine-month periods ended September 30, 1998, interest expense
decreased $562,000 and $1,640,000, respectively, as compared to the same periods
ended  September 30, 1997.  These  decreases are due to principal  payments made
during  1997 and 1998  that  reduced  the  average  outstanding  balance  of the
wraparound and expansion mortgages.

General and  administrative  expenses for the three months ended  September  30,
1998 decreased  $19,000 as compared to the three months ended September 30, 1997
and $96,000 for the nine months ended September 30, 1998 as compared to the nine
months ended September 30, 1997.  Professional fees during 1997 were significant
due to the  Corporation's  attempted  reorganization  last  year,  resulting  in
reduced fees in 1998. Also, insurance expense decreased due to a decrease in the
insurance premium.

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 (see
below),  are not sufficient to pay the Partnership's  debt service and operating
expenses for the three months ended December 31, 1998. As a result, New Claridge
will pay, as additional  rent, the amount  necessary to meet the operating needs
of the  Partnership.  After  December 31, 1998,  current lease payments from New
Claridge will be 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  continues  this
deferral or abatement of excess cash flow  through 1998 and  thereafter.  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,  is 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 leaves the Partnership with minimal liquidity.

The Operating  Lease and the Expansion  Operating  Lease were 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 could not exceed $10 million in
any one calendar 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 provides 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).  For the years 1999 through 2003, additional abatements of basic
rent are to be made to provide the  Partnership  with the amount  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 $38.8 million which were allowed
in  accordance  with the 1989 and 1997  restructuring  will be  recognized  as a
reduction  of rental  income  as it is  abated.  During  the nine  months  ended
September 30, 1998, rents abated amounted to approximately $8,814,000.

In  addition,  under the  March 1,  1997  restructuring  agreement  between  the
Corporation,  New Claridge and the Partnership,  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.  Basic rent
during the renewal term of the Operating Lease will be calculated  pursuant to a
formula  with annual  basic rent not to be more than $29.5  million or less than
$24 million for the twelve months commencing  October 1, 1998, and subsequently,
not to be  greater  than  10%  more  than the  basic  rent  for the  immediately
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 annual basic rent not to be more than $3 million or less than
$2.5 million for the twelve months commencing October 1, 1998, and subsequently,
not to be  greater  than  10%  more  than the  basic  rent  for the  immediately
preceding lease year in each lease year  thereafter.  As calculated  pursuant to
the defined  formulas,  basic rent for the twelve months  commencing  October 1,
1998 will be $24 million under the Operating  Lease,  and $2.5 million under the
Expansion Operating Lease.

Under the terms of the Operating Lease, as amended  effective March 1, 1997, New
Claridge had an option to purchase  (the  "Purchase  Option"),  on September 30,
1998,  the Hotel Assets and the  underlying  land for their fair market value at
the time the Purchase  Option is  exercised,  which in no event may be less than
(i) the amount then outstanding under the Expandable  Wraparound Mortgage,  plus
(ii) $2.5 million, plus (iii) any amount of the $1.3 million of rent deferred on
March 1, 1997 not then paid. To exercise the Purchase  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 its 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.

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.

During 1988, Oppenheimer Holdings, Inc. and officers and employees of affiliated
Oppenheimer & Co., Inc.  ("Special  Limited  Partners")  committed to contribute
$400,000 by issuing 9% notes  maturing  September  30, 1998. As of September 30,
1998,  $20,000  had been  collected  on these  notes and  recorded  as a capital
contribution made by these Special  Limited  Partners.  As of November 10, 1998,
approximately $320,000 has been collected on these notes.

The Partnership  had a working capital  deficiency of $6,113,000 as of September
30, 1998 and $19,147,000 as of December 31, 1997. 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.

Year 2000

The Partnership is aware of the issues  associated with the programming  code in
existing  computer  systems as the year 2000  approaches.  The  Partnership  has
assessed  its  office  hardware  and  software  and  found  them to be year 2000
compliant.  The Partnership's  Hotel Assets are maintained at the Claridge.  The
Claridge has also  addressed  these  issues as  discussed  in the  Corporation's
filing on Form 10-Q as filed with the  Securites  and  Exchange  Commission.  If
their  planned  modifications  are not completed  timely,  the year 2000 problem
could have a material impact on the Corporation's and the Partnership's  ability
to conduct business.


                                     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, 1998.


<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, 1998                      /s/  Anthony C. Atchley    
       -----------------                      ----------------------------------
                                         by   Anthony C. Atchley, General 
                                                  Partner


Date   November 13, 1998                      /s/  Gerald C. Heetland       
       -----------------                      ----------------------------------
                                         by   Gerald C. Heetland, General 
                                                  Partner


Date   November 13, 1998                       /s/  Anthony C. Atchley          
       -----------------                       ---------------------------------
                                          by  AC Boardwalk Partners Corporation,
                                                 General Partner
                                          by  Anthony C. Atchley, President