SecProbe.io

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March 29, 2005

Mail Stop 0510

Via U.S. mail and facsimile

Mr. Michael Trepeta
Ace Marketing & Promotions, Inc.
457 Rockaway Avenue
Valley Stream, NY 11581

Re: 	Ace Marketing & Promotions, Inc.
Form 10-SB/A filed March 21, 2005
File No. 000-51160

Dear Mr. Trepeta:

      We have reviewed your response and your amended filing and
have
the following comments.  Where indicated, we think you should
revise
your fling in response to these comments.  If you disagree, we
will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Part I, page 1
Item 1. Description of Business, page 1
Our Strategy, page 7

1. Please revise where you state that you have been in business
for
"over seven years since March 1998."  That appears to us to be
seven
years.

Possible Growth Through Acquisitions, page 9

2. We note your disclosure in the first full paragraph on page 10.
Please expand your disclosure to briefly discuss the status of
these
acquisition negotiations.  In addition, please discuss how you
intend
to finance an acquisition.  For example, would you issue stock or
incur debt?

Risk Factors, page 11
Our revenues depend on our relationships with capable independent
sales..., page 13

3. We acknowledge your response to prior comment 5.  Please expand
your disclosure under this subheading to briefly discuss the non-
exclusive relationship you have with your sales representatives.
In
this regard, we note that your sales representatives may sell
products on behalf of your competitors.

Part II, page 34
Item 1.  Market Price and Dividends on the Registrant`s Common
Equity, page 34

4. We acknowledge your response to prior comment 43.  Please
disclose
the information required by Item 201(a)(2)(i) of Regulation S-B
with
respect to your outstanding options.  In this regard, please
consider
the applicability of Rule 701 under the Securities Act.

Report of Independent Registered Public Accounting Firm

5. Our records indicate that the name of the independent
accounting
firm has been omitted from this Report in the Form 10-SB/A filed
March 21, 2005.  Please revise accordingly.

*	*	*	*

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
that
is filed on EDGAR with your amendment that keys your responses to
our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from your company acknowledging that:

* your company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* your company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Donald Cavern, Staff Accountant, at (202)
942-
1925 or, in his absence, John Hartz, Senior Chief Accountant, at
(202) 942-1798 if you have questions regarding comments on the
financial statements and related matters.  Please contact Andrew
Schoeffler, Staff Attorney, at (202) 824-5612 or, in his absence,
Lesli Sheppard, Senior Staff Attorney, at (202) 942-1887 with any
other questions.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Mr. Steve Morse, Esq.
Lester Morse, P.C.
111 Great Neck Road
Great Neck, New York 11021
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Mr. Michael Trepeta
March 29, 2005
Page 1 of 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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