SecProbe.io

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      July 7, 2005

via U.S. mail

Steven R. Delmar
Chief Financial Officer
ACE*COMM Corporation
704 Quince Orchard Road
Gaithersburg, MD 20878

Re:	ACE*COMM Corporation
	Amendment No. 1 to Registration Statement on Form S-3
	Filed June 10, 2005
	File No. 333-124351

	Form 10-K for the fiscal year ended 6/30/2004, as amended
	Forms 10-Q for the quarterly periods ended 9/30/2004,
12/31/2004
and 3/31/2005
	File No. 0-21059

Dear Mr. Delmar:

	Our review of the above filings remains limited, as described
in
our prior letter.

Form S-3
General

1. We note your responses to our prior comments 1 and 2.  You
indicate that you believe that you are not engaging in a public
offering of the shares of your common stock underlying the "B"
Warrants and "C" Warrants in light of the fact that you have
removed
these shares from your amended registration statement.  However,
you
initially filed a resale registration statement for the public
offering of securities that included securities underlying these
additional investment rights, thereby engaging in a public
offering
of such securities, when the sales of these securities to the
investors had not been consummated.  Since these securities were
part
of the March 2005 offering that included the offer and sale of
shares
of common stock and the "A" Warrants, the offering, including the
offer and sale of the common stock and "A" Warrants, was not
completed before the resale registration statement was filed.  It
appears that amending your registration statement to remove shares
of
your common stock underlying the additional investment rights does
not negate the fact that you commenced a public offering of
securities issued in an uncompleted private offering.  We
reiterate
our request that you provide a detailed factual and legal analysis
as
to how the filing of the resale registration statement prior to
the
completion of the March 2005 private placement is consistent with
the
requirements of Section 5 of the Securities Act.  Alternatively,
please revise your registration statement to provide appropriate
disclosure that indicates the potential effect on the company of
commencing a transaction in unregistered from and then filing a
resale registration statement before completing the issuance
transaction.  In this regard, you should consider and disclose the
consequences of any significant uncertainty as to availability of
an
exemption from the registration requirements of the Securities Act
for the March 2005 unregistered transaction. In responding to this
comment, please refer to Interpretation 3S of the Securities Act
portion of the March 1999 supplement to the manual of publicly
available CF telephone interpretations for guidance.

Form 8-K/A: Date of Report: March 24, 2005

2. We note that the financial statements included in this Form 8-
K/A
includes historical financial statements for the year ending
September 30, 2004.  However, the financial statements of Double
Helix Solutions Limited should include historical financials for
the
interim period along with footnotes.  See Rule 3-05 of Regulation
S-
X.

Form 10-K/A
3. We note your proposal regarding making changes to your Form 10-
K
for the fiscal year ending June 30, 2005 in response to applicable
Staff comments.  In light of the potential disclosure issues
raised
by our comments, we are not able to concur with your proposal at
this
time.

Financial Statements

Consolidated Statements of Operations, page F-5

4. We note your response to our prior comment 7.  Your
consolidated
statements of operations should present the components of net
revenue
and cost of revenue on a disaggregated basis (i.e., present
license
revenue separate from service revenue)in order to comply with
Rule
5-03(b) of Regulation S-X.  Furthermore, tell us why the Company
believes that arbitrary judgment would be involved in allocating
the
contract or job costs to the contract elements of products or
services.  In this regard, tell us why you have not established
such
controls to collect the required information to comply with the
Rule
and to have effective disclosure and controls procedures under
Rule
307 of Regulation S-X.

Note 12 - Mergers and Acquisitions, page F-17

5. We note your response to prior comment 14.  Tell us how you
considered EITF 99-12 in your valuation that requires a period of
a
few days before and after the date of announcement (i.e., two days
before and after the announcement date).  That is, indicate why
you
believe your valuation methodology is appropriate.  Explain why
you
are using a multiplier of 0.825 and explain your references to
"discounts within the range estimated to be typical for a private
financing by a small public company".  Additionally, indicate how
you
considered the guidance in paragraphs 83-85 of FIN 44 in
determining
how to account for the vested and unvested stock options and
warrants.  Indicate how you considered disclosing the non-cash
activity within the statements of cash flows.  See paragraph 32 of
SFAS 95.

6. We note your response to prior comment 15.  Explain why test
(3)
is not applicable since both entities reported a loss in the prior
fiscal year.  When losses are incurred, the significance test
should
be performed using absolute amounts.  Provide the significance
test
for the income test.

7. We note your response to prior comment 16.  We believe that it
would be difficult to judge whether an investor would find this
information meaningful and such disclosures has been required by
the
SEC .  Your disclosures should include the following for IPR&D:

* Specific nature and fair value of each significant in-process
research and development project acquired
* Completeness, complexity and uniqueness of the projects at the
acquisition date
* Nature, timing and estimated costs of the efforts necessary to
complete the projects, and the anticipated completion dates
* Risks and uncertainties associated with completing development
on
schedule, and consequences if it is not completed timely
* Appraisal method used to value projects
* Significant appraisal assumptions, such as the period in which
material net cash inflows from significant projects are expected
to
commence, material anticipated changes from historical pricing,
margins and expense levels, and the risk adjusted discount rate
applied to the project`s cash flows.

In periods after a significant write-off, discuss the status of
efforts to complete the projects, and the impact of any delays on
your expected investment return, results of operations and
financial
condition.

Form 10-Q for the quarterly period ended March 31, 2005

Financial Statements, page 3

Note 6 - Mergers and Acquisitions, page 10

8. We note your response to prior comment 20.  We note that you
valued the shares issued to acquire Double Helix using a ten day
volume weighted average price of ACE*COMM common stock.  Provide
us
with analysis indicating how the price per share would vary as a
result of using the ten day volume weighted average price verses
using two days before and after announcement date to determine the
fair value of the securities.

9. We note your response to prior comment 21.  We believe that it
would be difficult to judge whether an investor would find this
information meaningful and such disclosures has been required by
the
SEC.  Your disclosures should include the following for IPR&D:

* Specific nature and fair value of each significant in-process
research and development project acquired
* Completeness, complexity and uniqueness of the projects at the
acquisition date
* Nature, timing and estimated costs of the efforts necessary to
complete the projects, and the anticipated completion dates
* Risks and uncertainties associated with completing development
on
schedule, and consequences if it is not completed timely
* Appraisal method used to value projects
* Significant appraisal assumptions, such as the period in which
material net cash inflows from significant projects are expected
to
commence, material anticipated changes from historical pricing,
margins and expense levels, and the risk adjusted discount rate
applied to the project`s cash flows.

In periods after a significant write-off, discuss the status of
efforts to complete the projects, and the impact of any delays on
your expected investment return, results of operations and
financial
condition.

You may contact Morgan Youngwood, Staff Accountant, at (202) 551-
3497
or Stephen Krikorian, Branch Chief - Accounting, at (202) 551-3488
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Perry Hindin, Staff Attorney, at
(202) 551-3444 with any questions on any other matters. If you
require further assistance, you may contact me at (202) 551-3462
or
Barbara C. Jacobs, Assistant Director at (202) 551-3730.

						Sincerely,

						Mark P. Shuman
						Branch Chief - Legal
						Office of Computers and Online
Services

cc:	P. Hindin
	via facsimile
Steven Kaufman
Hogan & Hartson L.L.P.
	(F) (202) 637-5910
Steven R. Delmar
ACE*COMM Corporation
July 7, 2005
page 1

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