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

                                     FORM 15

      Certification and Notice of Termination of Registration under Section
 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File
    Reports under Section 13 and 15(d) of the Securities Exchange Act of 1934


                        Commission File Number: 33-27399

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

                         Indiana Avenue & the Boardwalk
                         Atlantic City, New Jersey 08401

                                 (609) 340-3400
- --------------------------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                                      None
- --------------------------------------------------------------------------------
   (Titles of all other classes of securities for which a duty to file reports
                      under section 13(a) or 15(d) remains)

                  Please place an X in the box(es) to designate
                the appropriate rule provision(s) relied upon to
                 terminate or suspend the duty to file reports:

          Rule 12g-4(a)(1)(i)         |_|  Rule 12h-3(b)(1)(i)             |X|
          Rule 12g-4(a)(1)(ii)        |_|  Rule 12h-3(b)(1)(ii)            |_|
          Rule 12g-4(a)(2)(i)         |_|  Rule 12h-3(b)(2)(i)             |_|
          Rule 12g-4(a)(2)(ii)        |_|  Rule 12h-3(b)2(ii)              |_|
          Rule 15d-6                  |_|


Approximate  number of holders of record as of the certification or notice date:
None



Pursuant to the  requirements of the Securities  Exchange Act of 1934,  Atlantic
City  Boardwalk  Associates,  L.P.  has caused this  certification/notice  to be
signed on its behalf by the undersigned duly authorized person.


                                        ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.

                                        By:  AC BOARDWALK PARTNERS CORPORATION
                                             Managing General Partner



Date: June 7, 2001                      By: /s/ Anthony C. Atchley
                                            ------------------------------------
                                            Anthony C. Atchley
                                            President


Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and Regulations under the Securities and Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.