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                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549
                                     
                               FORM 10-K/A-1
                                     
X  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                ACT OF 1934
                  For the fiscal year ended June 30, 1997
                                    OR
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                           EXCHANGE ACT OF 1934
                      Commission file number 0-21059

                           ACE*COMM CORPORATION
          (Exact name of registrant as specified in its charter)
                                     
                Maryland                         52-1283030
     (State or other jurisdiction of       (I.R.S. Employer I.D.
     incorporation or organization)                 No.)
         704 Quince Orchard Road                      
      Gaithersburg, Maryland 20878                 20878
(Address of principal executive offices)         (Zip Code)

    Registrant's telephone number, including area code:  (301) 721-3000
                                     
     Securities registered pursuant to Section 12(b) of the Act: NONE
                                     
        Securities registered pursuant to Section 12(g) of the Act:
                                     
                               Common Stock
                              $.01 par value
                             (Title of class)

      Indicate  by  check mark whether the registrant  (1)  has  filed  all
reports  required  to  be filed by Section 13 or 15(d)  of  the  Securities
Exchange  Act  of 1934 during the preceding 12 months (or for such  shorter
period that the registrant was required to file such reports), and (2)  has
been subject to such filing requirement for the past 90 days.
YES  X    NO

      Indicate by check mark if disclosure of delinquent filers pursuant to
Item  405  of  Regulation  S-K is not contained herein,  and  will  not  be
contained,  to the best of registrant's knowledge, in definitive  proxy  or
information statements incorporated by reference in Part III of  this  Form
10-K or any amendment to this Form 10-K.

      As  of  September 26, 1997, the aggregate market value of the  voting
stock  held by non-affiliates of the registrant (i.e. persons who  are  not
directors,  officers or affiliated therewith) was approximately $96,621,981
[       ]  million (4,656,481([              ] shares of Common Stock at  a
closing  price  on  the NASDAQ National Market of $20.75[       ]  on  such
date).  Outstanding as of September 26, 1997 were 8,641,505 shares.

                    DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Registrant's definitive Proxy Statement for its annual
meeting to be held on November 19, 1997 are incorporated by reference in
Part III.
                 Exhibit Index located at page 38 [     ].
<PAGE>
                                  PART IV
                                     
          The following, constitutes an amendment to Part IV of the
Registrant's Annual Report on Form 10-K for the fiscal year ended June 30,
1997.  Exhibit No. 27 was inadvertenly omitted and is attached herewith.
                                     
EXHIBIT INDEX

3.2*   Articles of Amendment and Restatement dated November 18, 1991.
3.3*   Articles of Amendment dated August 6, 1996.
3.5*   Form of Articles of Amendment and Restatement of the Company.
3.6*   By-laws of the Company as amended to date.
4.1*   Form of Specimen of Common Stock Certificate.
10.1*  Supplier Agreement dated December 16, 1992 between the Registrant
       and AT&T World Services, Inc.
10.2*  Marketing Agreement dated June 18, 1990 between the Registrant and
       AT&T World Services, Inc.
10.3*  Subcontract Agreement dated February 24, 1994 between Registrant
       and AT&T Corporation, Government Integrated Solutions.
10.4*  Authorized Distributor Agreement dated July 23, 1991 between the
       Registrant and AmerInd, Inc.
10.5*  Supply Contract dated August 17, 1994 between the Registrant and
       Teleglobe Canada, Inc.
10.6*  License Agreement dated August 1, 1995 between the Registrant and
       Teleglobe Canada, Inc.
10.7*  Subcontract No. 95-1350-01 dated November 8, 1995 between the
       Registrant and ANSTEC, Inc.
10.8*  Agreement of Subcontract dated April 24, 1994 between the
       Registrant and the Communications Systems Division of GTE
       Government Systems Corporation.
10.9*  Agreement to Purchase Hardware, Render Services and License and
       Sublicense the Use of Software dated October 11, 1995 between the
       Registrant and Telefonos de Mexico, S.A. de C.V.
10.11* Amended and Restated Omnibus Stock Plan.
10.12  Form of Term Loan Note entered into Between the Company and two
       Officers in Fiscal 1997
10.13  Form of Non-Qualified Stock Option Grant Agreement (certain
       executive officers - fiscal 1997)
10.14  Form of Non-Qualified Stock Option Grant Agreement (certain
       executive officers - fiscal 1997)
10.15  Executive Bonus Plan
10.16  Lease Between Principal Mutual Life Insurance Company and the
       Company as Tenant dated August 6, 1996
11.1   Computation of Pro Forma Net Income Per Share
24     Consent of Price Waterhouse LLP
27     Financial Data Schedule


___________

*    Incorporated by reference to the identically numbered exhibit filed as
     an exhibit to the Registrant's Registration Statement on Form S-1 No.
     333-06731.









                                   -38-
<PAGE>
SIGNATURES

     Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                              ACE*COMM CORPORATION

                              By: /s/Jeffrey S. Simpson
                                     Jeffrey S. Simpson
                                     Vice President - Finance

                                            Date:  October 2, 1997