UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
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    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For fiscal year ended June 30, 2007
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    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 Commission File Number 0-21059
 ACE*COMM CORPORATION
  Maryland
    
    52-1283030(State of Incorporation)
    
    (I.R.S. Employer Identification No.)
 704 Quince Orchard RoadGaithersburg, Maryland 20878
    
    20878(Address of principal executive offices)
    
    (Zip Code)
    
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    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
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Explanatory Note




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PART IV
 Item 15. Exhibits and Financial Statements Schedules
  3.1
    
    Articles of Amendment and Restatement dated August 19, 1996 (Incorporated by
reference to the identically numbered exhibit filed as an exhibit to our
Registration Statement on Form S-1, File No. 333-25439).3.2
    
    Bylaws of ACE*COMM as amended and restated dated October 23, 2003
(Incorporated by reference to the identically numbered exhibit filed as an
exhibit to our Form 10-Q, filed November 14, 2003).4.1
    
    Form of Specimen of Common Stock Certificate (Incorporated by reference to
the identically numbered exhibit filed as an exhibit to our Registration
Statement on Form S-1, File No. 333-25439).10.1*
    
    Form of Non-Qualified Stock Option Grant Agreement (certain executive
officers  fiscal 1997).10.2*
    
    Amended and Restated Omnibus Stock Plan (Incorporated by reference to our
Proxy Statement, dated October 26, 2005).10.3*
    
    2000 Stock Option Plan for Directors (Incorporated by reference to our Proxy
Statement, dated October 26, 2005).10.4
    
    Lease Between New Boston Fund and ACE*COMM as Tenant dated December 30, 2002
(Incorporated by reference to the identically numbered exhibit filed as an
exhibit to our Form 10-K, filed September 29, 2003).10.5*
    
    2006 Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1
filed as an exhibit to our Form 8-K, filed January 30, 2006).10.6*
    
    Form of Restricted Stock Agreement  Performance Based Vesting. 10.7*
    
    Form of Restricted Stock Agreement  Time Based Vesting. 10.8
    
    Form of Series A Senior Secured Convertible Note Due June 8, 2010
(Incorporated by reference to Exhibit 4.2 filed as an exhibit to our Form
8-K, filed June 14, 2007).10.9
    
    Form of Warrant (Incorporated by reference to Exhibit 4.2 filed as an exhibit
to our Form 8-K, filed June 14, 2007).10.10
    
    Securities Purchase Agreement, dated as of June 4, 2007 by and among ACE*COMM
Corporation and the purchasers named therein (Incorporated by reference to
exhibit 2.1 to our Form 8-K dated June 14, 2007).10.11*
    
    Employment Agreement, dated as of the 23 rd day of August 2007, by and
between ACE*COMM Corporation and James Greenwell (Incorporated by reference
to exhibit 10.1to our Form 8-K dated September 26, 2007.21.1
    
    List of Subsidiaries.23.1
    
    Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.31.1
    
    Certification of Chief Executive Officer.31.2
    
    Certification of Chief Financial Officer.32
    
    Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.*
    
    Identifies exhibit that consists of or includes a management contract or
compensatory plan or arrangement.
    
    Filed herewith.




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Signatures
  ACE*COMM CORPORATIONBy:
    /s/James GreenwellJames GreenwellChief Executive OfficerDate: August 12, 2008