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corresp

Hogan & Hartson

l.l.p.

    COLUMBIA SQUARE

555 THIRTEENTH STREET, NW

WASHINGTON, DC 20004-1109

TEL. (202) 637-5600

FAX (202) 637-5910

WWW.HHLAW.COM

    November 16, 2005

Mark P. Shuman

U.S. Securities and Exchange Commission

450 5th Street, NW

Mail Stop 4-6

Washington, DC 20549

    Re:

    ACE*COMM Corporation

Registration Statement on Form S-3

Filed October 14, 2005

File No. 333-129029

Form
10-K for the fiscal year ended June 30, 2005

File No. 0-21059

Dear Mr. Shuman:

     On behalf of ACE*COMM Corporation (“ACE*COMM”), set forth below are ACE*COMM’s responses to
the Staff’s comments in its letter dated November 10, 2005 relating to ACE*COMM’s Form 10-K/A
(comment numbers 8-10). ACE*COMM’s responses to the Staff’s comments are set forth below beneath
the text of the corresponding comment from the comment letter.

     ACE*COMM is currently preparing a response to the Staff’s comments on the Registration
Statement on Form S-3 (comment numbers 1-7), which will be filed shortly with a further letter
addressing the Staff’s comments.

Form 10-K/A for the fiscal year ended June 30, 2005

Item 9A, Disclosure of Controls and Procedures, page 34

    8.

    We note that you amended your Form 10-K on September 28, 2005. Tell us what consideration,
if any, has been given, to your officers’ conclusions concerning the effectiveness of the
disclosure controls and procedures. In this regard, we note that you amended Note 10 to your
audited financial statements. Please tell us if management, as a result of the required
amendment to your Form 10-K, continues

    to believe that your disclosure controls and procedures were effective as of June 30, 2005.
Describe the officers’ views concerning the amendment to the financial statements and its
impact on the conclusions as to effectiveness of the disclosure controls and procedures.

    Response: On September 28, 2005, the Company filed an amended Annual Report on Form 10-K/A
for the fiscal year ended June 30, 2005. In that filing the Company amended Note 10 to the
consolidated financial statements to correct an erroneous statement regarding there being no
warrants outstanding on June 30, 2005. That statement, part of the general discussion of
stockholders’ equity, was inconsistent with the correct information disclosed on page 25 of
the Annual Report previously filed in August 2005 and with the information in the Current
Report on Form 8-K previously filed in April 2005 to report the transaction in which the
warrants were issued.

    Despite this error in Note 10, the Company’s management continues to believe that ACE*COMM’s
disclosure controls and procedures were effective as of June 30, 2005.

    In reaching this conclusion, the officers have noted that in preparing an Annual Report on
Form 10-K (and Quarterly Report on Form 10-Q), the Company conducts several internal reviews
on the document. The Chief Financial Officer and controller review the entire document, and
members of the accounting staff are responsible for checking all figures in the document and
making sure the numbers tie to the Company’s financial records. The document is reviewed by
outside counsel, particularly with regard to textual disclosures, and is reviewed more than
once by the independent auditors as part of their audit process and issuance of their
opinion regarding the consolidated financial statements and the notes thereto. The document
goes to both the audit committee and the board of directors for review, and is filed only
after all comments from the committee, the board and outside counsel and accounts have been
considered. The Company believes this process is consistent with those of other companies
and with the guidance from COSO and other sources on procedures for smaller public
companies.

    The officers have considered why this process, which was followed for the 2005 Form10-K, did
not identify the error in Note 10, and whether further processes are appropriate to
identify such errors in the future. The officers believe that the mistake would have been
identified and corrected if the disclosure in Note 10 had included a number for warrants
outstanding (such as zero), since it then would have been identified by the accounting team
reviewing the filing as not matching the Company’s financial records, and it also likely
would have been identified and corrected as part of the auditing process. The Company will
confirm with its accounting staff that textual discussion effectively consisting of
numerical items is also checked against the Company’s financial records as part of internal
reviews.

    The officers did confirm, following discussions with outside counsel, that the principal
discussion in the Form 10-K of the transaction in which the warrants had been issued had
been reviewed internally and by outside counsel, and the Company believes that disclosure
(which was not amended in the Form 10-K/A) is correct. The officers similarly confirmed, following discussions with outside counsel, that the

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    discussion in the Current Report on Form 8-K regarding the specific transaction in which the
warrants had been issued had been reviewed internally and by outside counsel, and the
Company believes that disclosure is correct. The Company believes that the more
comprehensive disclosures do furnish adequate disclosure to investors regarding the
transaction in which the outstanding warrants were issued.

    Accordingly, given the processes used by the Company in the preparation of its filings, the
Company’s view that these processes are consistent with those of similarly sized companies
and existing guidance on procedures for smaller public companies, and that correct
disclosures were included in the more comprehensive discussions of the transaction in which
the warrants were issued, the officers believe that the error in Note 10 corrected by the
Form 10-K/A is not reflective of a material weakness in the Company’s disclosure controls
and procedures as of June 30, 2005.

    9.

    We note your disclosure that you had no significant changes made in your internal controls
over financial reporting that occurred during your fourth fiscal quarter that has materially
affected, or is reasonably likely to materially affect, your internal control over financial
reporting. However, Item 308(c) of Regulation S-K requires you to disclose any change in your
internal control over financial reporting that occurred during your last fiscal quarter that
has materially affected, or is reasonably likely to materially affect, your internal control
over financial reporting. Please confirm that you had no change to your internal control over
financial reporting that occurred during your last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, your internal control over financial
reporting. You should take this comment into consideration in preparing your future Item
308(c) disclosure.

    Response: The Company has confirmed that it had no change to its internal control over
financial reporting that occurred during the last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, its internal control over financial
reporting. The Quarterly Report on Form 10-Q filed on November 14, 2005 contains such language with
regard to the quarter ended September 30, 2005, and the Company will take this comment into
consideration in preparing future Item 308(c) disclosure.

Exhibits 31.1 and 31.2

    10.

    Please confirm that Messrs Jimenez and Delmar signed these certifications in their individual
capacity. In preparing future 302 certifications, please note that the language of the
certification may not be altered in any manner. In this regard, you should not include the
title of the office held by the signatory in the first line of the certifications.

    Response: The Company has confirmed that Messrs Jimenez and Delmar signed their 302
certifications in their individual capacities. The Quarterly Report on Form 10-Q filed
on November 14, 2005 does not contain the title of the office held by the signatory in the first line
of the certifications, and the Company will take this comment into consideration in
preparing future 302 certifications.

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     Your attention to this response is greatly appreciated. Should you have any questions
concerning the above, please do not hesitate to call me at (202) 637-5736 or Frank A. Bacelli at
(202) 637-8769.

    Respectfully submitted,

    /s/ Steven M. Kaufman

    Steven M. Kaufman

Enclosures

    cc:

    Steven R. Delmar

Frank A. Bacelli

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