FRANK CAPPUCCINO was humbled.

He was about to referee one of the most important heavyweight boxing matches of the '80s, and he recalled looking out over the sold-out crowd in Atlantic City's Boardwalk Hall and being dazzled.

"I remember thinking, here I am a guy from Kensington, and I'm in the ring, looking out in the crowd, and I see people like Charlie Sheen, Jack Nicholson and Martin Sheen. It was really something special."

However, fans hardly got comfortable in their seats when the fight was over. Mike Tyson knocked out Michael Spinks in 91 seconds of the first round.

People who paid $1,500 for ringside seats had to have been a little disappointed. And Frank Sinatra and Oprah Winfrey missed the action by arriving too late. There was a global TV audience of 10 million.

Although the fight was memorable, it was far from Frank Cappuccino's greatest moments. The legendary referee was the third man in the ring in more than 25,000 bouts, including about 10,000 professional matches in North America, Europe and Asia.

Frank Cappuccino, described as "poetry in motion" when he was refereeing a fight, an amateur and professional boxer in his youth, a former sanitation control inspector for the Philadelphia School District, died Monday of complications of Alzheimer's disease. He was 86 and lived in Yardley.

"When he was in his prime, there is no doubt he was one of the Top 5 referees in the world," Greg Sirb, executive director of the Pennsylvania State Athletic Commission, told Dan Rafael, of ESPN.

"When he was refereeing, he was poetry in motion. He had as much respect from the fighters as any referee there is. I just think they liked his style. He was straightforward. When you got Frank Cappuccino assigned to your bout, you knew you made it."

Frank's brother, Vito "Vic" Capcino, a well-regarded lightweight fighter of the '40s, who later ran the Cambria Athletic Association arena in Kensington, died May 13 at the age of 89. Capcino kept the original family name, while brother Frank changed his to Cappuccino.

Frank was proud of the fact that no fighter died or was seriously injured in any of the fights he refereed.

He and Mike Tyson became good friends. Frank officiated at six of Tyson's bouts. "I can't say a bad thing about Mike Tyson," Frank once said. "He's always been very good to me."

Anybody who might think there is money in refereeing, even the big title bouts, should know that for the Tyson-Spinks fray, retired Daily News boxing writer Bernard Fernandez wrote that Tyson received $19.5 million and Spinks got $13.2 million. Frank got $1,300.

Junior welterweight Michael Ward, who was the subject of the 2010 film "The Fighter", starring Mark Wahlberg, recently said of Frank, "He's an old guy but he does his homework and lets you fight your fight. I'd love to get Frank again. He does everything with his voice. I have a lot of respect for him."

Frank refereed one of the fiercest bouts in modern boxing history, the 2002 classic between Michael Ward and Arturo Gatti, won by Ward on a 10th-round decision. In the ninth round, the two fighters landed 110 total punches. Some boxing historians called it the "Fight of the Century."

Frank himself had a taste of the movies. He portrayed a referee in Sylvester Stallone's "Rocky V."

Among the 94 world championship bouts Frank refereed were those of Marvin Hagler, Pernell Whitaker, Johnny Tapia, Zab Judah, Kostya Tszyu, Stevie Johnson, James Toney, Michael Moorer and Meldrick Taylor.

Frank was born Frank Capcino in Kensington to Anthony Capcino and the former Josephine Corba. Frank fought more than 130 amateur fights as a lightweight. He was a finalist in both the Diamond Belt and Golden Glove tournaments. He turned pro in 1955, and won all six of his professional matches before quitting.

As reported in Wikipedia, Frank told Northeast Times reporter Joe Mason, "I decided I had to either get out or get knocked on my heels. But I loved the sport and I wanted to stay involved."

He received his referee's license in 1958, and was the third man in the ring for the next 50 years. He later became a boxing judge, active into 2010.

Besides working for the school district, Frank was also a supervisor for the Keebler Company.

He is survived by his wife, Florence; two brothers, Salvatore and Mario, and a sister, Maria Cappuccino.

Services: Funeral Mass 10 a.m. Saturday at St. Ignatius of Antioch Church, 999 Reading Ave., Yardley. Friends may call at 9 a.m. Saturday at the church, and at 7 p.m. Friday at the Joseph A. Fluehr III Funeral Home, 800 Newtown-Richboro Road, Richboro, Pa. Burial will be in Sunset Memorial Park, Feasterville.

In lieu of flowers, donations may be made to the National Alzheimer's Association, P.O. Box 96011, Washington, D.C. 20090.