SecProbe.io

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                               MORSE & MORSE, PLLC
                              1400 OLD COUNTRY ROAD
                                    SUITE 320
                               WESTBURY, NY 11590
                                  516-487-1446
                                516-487-1452/FAX
                                 MORGOLD@AOL.COM

U.S. Securities and Exchange Commission                           March 21, 2005
Washington, DC 20549-0510

Att: Mail Stop 0510
     Andrew Schoeffler, Staff Attorney

Re:  Ace Marketing & Promotions, Inc.
     Form 10-SB filed February 10, 2005
     File No. 00051160

Gentlemen:

         Our client, Ace Marketing & Promotions, Inc., has today electronically
filed an amended Form 10-SB Registration Statement. The following is your
comment letter with our client's response following each referenced comment.
Under separate cover letter, we will provide you by overnight courier to your
mail stop with two marked copies of the Form 10-SB/A and the requested
supplemental information.

General
-------

     1.   Please note that your Form 10-SB will go effective by lapse of time 60
          days after the original filing date pursuant to Section 12(g)(1) of
          the Exchange Act. If our comments are not addressed within this 60-day
          time period, you should consider withdrawing your Form 10-SB prior to
          effectiveness and re-filing a new form 10-SB that includes changes
          responsive to our comments. If you choose not to withdraw, you will be
          subject to the reporting requirements under Section 13(a) of the
          Exchange Act.

          COMPANY RESPONSE: Comment noted. We will decide on a course of action
          after we have received your response to the current filing.

     2.   It appears some of the part I item numbers and headings in your table
          of contents do not correspond with item numbers and headings in your
          document. The part I item 6 header appears missing and items 6 and 7
          are mislabeled in your document. Please revise.

          COMPANY RESPONSE: Comment complied with by properly numbering the
          items on pages 27, 30 and 31. The edgar copy (not necessarily the
          courtesy copy) should have a correct table of contents.

<PAGE>

U.S. Securities and Exchange Commission
March 21, 2005
Page 2

Part I, page 1
--------------

     3.   Please disclose the information required by Item 101(a) and Item
          101(b) of Regulation S-B.

          COMPANY RESPONSE: Comment complied with on page 2.

     4.   It appears that most of your business discussion could apply to any
          company in your line of business. Please revise to disclose
          information that more specifically describes your company and its
          business, including, without limitation, information in response to
          our comments listed below.

          COMPANY RESPONSE: Comment complied with throughout item 1.

     5.   Please describe under an appropriately titled heading our marketing
          and sales operations, including your arrangements with your sales
          representatives.

          COMPANY RESPONSE: Comment complied with on page 9.

     6.   Please describe your products more fully and disclose the number of
          products that you offer.

          COMPANY RESPONSE: Comment complied with on pages 1 and 2.

The Market, page 2
------------------

     7.   Please provide the basis for and explain your statement in the first
          sentence of this section that Promotional products are everywhere."

          COMPANY RESPONSE: Comment complied with by deleting the sentence from
          page 2.

     8.   We note your citation of the "The Counselor" in the fourth sentence of
          this section. Please provide us with marked copies of any materials
          that support these and other third party statements in your Form
          10-SB, clearly cross-referencing a statement with the underlying
          support. Please tell us whether you believe these materials are the
          most recent on the subject. With respect to these materials, please
          tell us whether they have been made available to the public, without
          payment of subscription or similar fees. Have these materials been
          published in widely circulated media of general interest or among
          industry participants? If so, please tell us when and where.

          COMPANY RESPONSE: Supplemental information will be provided to you
          under separate cover letter. These materials are the latest on the
          subject and are available to the public online as indicated in the
          Form 10-SB/A at no cost or through the mail by paid subscription. As
          these materials are available online to the public, it is believed
          that the source materials are widely disseminated to industry
          participants and other interested parties.

<PAGE>
U.S. Securities and Exchange Commission
March 21, 2005
Page 3

Market Size, page 2
-------------------

     9.   Please provide the basis for your statement that "Management believes
          that this trend is expected to continue, providing further growth for
          2005."

          COMPANY RESPONSE: Comment complied with by deleting the sentence from
          page 2.

Distributors, page 2
--------------------

     10.  Please disclose the source of the statistics that you cite in the
          first paragraph of this section.

          COMPANY RESPONSE: Comment complied with on page 3.

Supply chain, page 3
--------------------

     11.  Please explain the basis for your statement in the third sentence of
          the second paragraph of this section that "The suppliers know that if
          they worked directly with clients of distributors, they would probably
          alienate every distributor that found out."

          COMPANY RESPONSE: Comment complied with by deleting the sentence from
          pages 3-4.

Suppliers, page 3
-----------------

     12.  Please disclose the number of suppliers from whom you purchase
          products and whether any supplier represents a material portion of
          your business.

          COMPANY RESPONSE: Comment complied with on page 4.

Purchasing Trends, page 4
-------------------------

     13.  Please disclose the impact of these trends on your business. For
          example, have you expanded or do you plan to expand your product
          offerings? Do you offer or plan to offer the various additional
          services?

          COMPANY RESPONSE: Comment complied with on page 4.

<PAGE>
U.S. Securities and Exchange Commission
March 21, 2005
Page 4

Our Clients - Choosing the Right Distributor, page 4
----------------------------------------------------

     14.  We note your disclosure that you have several hundred accounts. Please
          expand your disclosure to explain what you mean by the term "accounts"
          as a reader may not be familiar with your industry.

          COMPANY RESPONSE: Comment complied with on page 5. The references to
          accounts and clients have been changed to customers throughout Item 1.

Serving our Clients, page 4
---------------------------

     15.  Your disclosure throughout this section describes your modern
          operations in contrast to competitors that have not taken advantage of
          the latest technology. Please disclose the basis for this comparison.
          In addition, please disclose the percentage of your industry's sales
          represented by these competitors.

          COMPANY RESPONSE: Comment complied with on pages 5-7.

     16.  Please describe with greater specificity your research systems,
          including your research software. In addition, please disclose the
          basis for your statement that this software is "top of the line."
          Finally, please disclose whether this software is proprietary or
          generally available to your competitors.

          COMPANY RESPONSE: Comment complied with on pages 5-7. "Top of the
          line" has been deleted.

     17.  Please describe with greater specificity your in-house art
          capabilities and which employees are involved in the design of your
          logos.

          COMPANY RESPONSE: Comment complied with on page 5.

     18.  Please describe with greater specificity how your software system
          enables you to do tasks in minutes that would otherwise take your
          competitors hours to do.

          COMPANY RESPONSE: Comment complied with on pages 5-7.

     19.  Please clarify the process by which the logos that you design are
          placed on a product. In this regard, we note that you deliver the logo
          to a factory via email. It is not clear whether your supplier operates
          this factory or if the supplier is working with a third party
          manufacturer or the original manufacturer or the original manufacturer
          of the product to place the log on the product.

          COMPANY RESPONSE: Comment complied with on page 5.

<PAGE>
U.S. Securities and Exchange Commission
March 21, 2005
Page 5

     20.  Please explain what you mean by your statement that your tracking
          system has "led to outstanding results" and few disputes."

          COMPANY RESPONSE: Comment complied with on page 7 by modifying that
          statement.

Advertising/Marketing Industry Trends, page 8
---------------------------------------------

     21.  Please provide the basis for your statements in the first and last
          sentences of the first paragraph of this section that the promotional
          products industry is growing at a strong pace and that it will
          continue to grow.

          COMPANY RESPONSE TO 21 AND 22.: This section was deleted. The first
          paragraph was merged into "Market Size" on pages 2-3 with us citing
          appropriate references and deleting the first and last sentences. The
          second paragraph, which was based upon management's belief and
          observations, is still under "Our Strategy"on pages 7-9. The third
          paragraph was deleted.

     22.  Please provide the sources of the studies cited in the second
          paragraph of this section. In addition, please provide the basis for
          your statement in the third paragraph of this section.

          COMPANY RESPONSE: See response to comment 21.

Possible Growth Through Acquisitions, page 8
--------------------------------------------

     23.  Please explain the basis for your statement in the first sentence of
          the first paragraph of this section that "consolidation in the
          promotional products industry is compelling."

          COMPANY RESPONSE: Comment complied with by modifying this paragraph
          beginning on page 9.

     24.  With respect to the second sentence of the first paragraph of this
          section, please disclose the "many forces working in [your] company's
          favor."

          COMPANY RESPONSE: Comment complied with by deleting the sentence from
          page 10.

<PAGE>
U.S. Securities and Exchange Commission
March 21, 2005
Page 6

Competition, page 9
-------------------

     25.  Please disclose the principal methods of competition in your industry.
          In addition, please revise this section to balance the discussion by
          disclosing your competition's advantages over you and discussing how
          this affects your competitive position within your industry.

          COMPANY RESPONSE: Comment complied with on page 10.

     26.  We note that in the introductory paragraph to your risk factors
          section you state in the second sentence that there are other risks
          and uncertainties. We further note that in the third sentence you
          state that the "Risks below are not the only ones that [you] face." If
          you wish to include risk factors, please delete these statements from
          your introductory paragraph.

          COMPANY RESPONSE: Comment complied with on page 11.

Item 2. Management's discussion and Analysis or Plan of Operation, page 15
--------------------------------------------------------------------------

Overview, page 16
-----------------

     27.  Your overview should include the most important matters on which you
          focus in evaluating financial condition and operating performance and
          provide a context for the discussion and analysis of your financial
          statements. In addition, your overview should discuss any material
          trends and uncertainties that will have or are reasonably likely to
          have a material impact on your financial condition or operating
          performance. Please revise accordingly. See SEC Release No. 33-8350.

          COMPANY RESPONSE: Comment complied with on page 18.

     28.  We note your disclosure regarding the reason why your revenues
          decreased from the prior year. It is not clear why the stated reason
          explains the decrease. For example, are your revenues generally
          recurring or non-recurring? What is the percentage of your revenues
          derived from non-recurring sources?

          COMPANY RESPONSE: Comment complied with on page 19.

     29.  We note your disclosure regarding the reason why your gross profit
          decreased from the prior year. It is not clear from your disclosure
          who is responsible for the freight charges and how this impacted your
          gross profit. Please clarify.

          COMPANY RESPONSE: Comment complied with on page 19.

<PAGE>
U.S. Securities and Exchange Commission
March 21, 2005
Page 7

     30.  We note your disclosure regarding the reasons why your selling,
          general and a administrative expenses increased from the prior year.
          You discuss more than one factor but do not allocate percentages to
          each factor. Please disclose, to the extent practicable, each factor's
          percentage of the increase rather than aggregating all factors
          together.

          COMPANY RESPONSE: Comment complied with on page 19.

Controls and Procedures, page 18
--------------------------------

     31.  Please update your rule reference to refer to Rule 13a-15(e).

          COMPANY RESPONSE: Comment complied with on page 20.

Item 5. Directors, Executive Officers, Promoters and Control Persons, page 21
-----------------------------------------------------------------------------

Management Team, page 21
------------------------

     32.  With respect to the description of Mr. Novack's business experience,
          please briefly describe the business of SJN Consulting Group.

          COMPANY RESPONSE: Comment complied with on page 25.

     33.  With respect to the description of Mr. McDonnell's business
          experience, please disclose the period during which he has been
          employed by your company.

          COMPANY RESPONSE: Comment complied with on page 25.

Executive Compensation, page 25
-------------------------------

     34.  Please revise your table to disclose the value of the leased
          automobile referenced in footnote (1) to your table.

          COMPANY RESPONSE: We have modified footnote 1 on page 28. The leased
          automobile is used for business purposes and a separate car is used
          for personal reasons.

Employment Agreements, page 25
------------------------------

     35.  Please update your disclosure concerning your employment contracts.

          COMPANY RESPONSE: Comment complied with on pages 28-29.

<PAGE>
U.S. Securities and Exchange Commission
March 21, 2005
Page 8

Directors' Compensation, page 26
--------------------------------

     36.  Please clarify wheth