SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 26,
1999
ACE*COMM CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 0-21059 52-1283030
(State or other Commission File Number) (I.R.S. Employer
Jurisdiction of Incorporation) Identification No.)
704 Quince Orchard Road, Gaithersburg, Maryland 20878
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 721-
3000
The Registrant hereby amends the following items of its
Current Report on Form 8-K reporting an event of January 26,
1999 as set forth below.
ITEM 7. Financial Statements, Pro Forma Financial Information
and Exhibits
<PAGE>
List below the financial statements, pro forma financial
information and exhibits, if any, filed as part of this report:
(c) Exhibits
16. Letter of PriceWaterhouseCoopers
Exhibit 1
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this Amendment to be
signed in its behalf by the undersigned hereunto duly
authorized.
DATED this 2nd day of February, 1999.
ACE*COMM CORPORATION
By:____________________________
George T. Jimenez
Chief Executive Officer
- -2-
EXHIBIT 1
February 2, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
ACE*COMM Corporation
We have read Item 4 of ACE*COMM Corporation's (the
"Registrant") Form 8-K dated January 26, 1998 (the "Form 8-
K").
With respect to the first sentence of the first paragraph of
the Form 8-K, we resigned. We make no comment as to the
remainder of the first paragraph.
We agree with the comments in the second and third paragraphs
of the Form 8-K, which comment on our reports on the
Registrant's financial statements and with respect to the
absence of reportable disagreements.
Regarding the fourth paragraph of the Form 8-K concerning
reportable events, we agree with the first sentence of sub-
paragraph (i) which indicates that we presented a draft report
to management and the Audit Committee of the Board of
Directors of the Registrant describing certain material
weakness, and to the first sentence in each of sub-paragraphs
1 through 4, inclusive, which describe recommendations made by
us regarding such material weaknesses. However, it should be
noted that we have not performed any audit work regarding such
matters subsequent to the date of our report (September 29,
1998) on the Registrant's financial statements for the year
ended June 30, 1998 and consequently are unable to comment on
or otherwise have any knowledge regarding any action by
management with respect to our recommendations.
<PAGE>
Regarding subparagraph (ii), we agree with the first sentence
which indicates that we advised the Registrant that in
connection with its first quarter ended September 30, 1998,
that there were certain areas where information had come to
our attention that, if further investigated by us, may
materially impact the fairness or reliability of the financial
statements for the first quarter, and that we had discussed
such matters with the then Chairman of the Audit Committee and
with the Chief Executive Officer and Chairman of the Board of
Directors. We also agree with the second sentence of sub-
paragraph (ii) regarding the Registrant having authorized us
to respond to inquiries by a successor accountant. Regarding
the statement in subparagraph (ii) that "PwC had therefore not
undertaken its investigation", it should be noted that we did
not, and were not obligated to, undertake an investigation .
We agree with the first sentence in each of sub-paragraphs
(ii) (a) through (ii) (c) inclusive, which describe the
matters of which we advised the Registrant in connection with
its first quarter referred to in the first sentence of sub-
paragragh (ii), except that with respect to sub-paragraph (ii)
(a) we make no comment on the amounts indicated as
representing the three contracts. It should also be noted
that we have not performed any audit work regarding such
matters subsequent to the date we so advised the Registrant of
such matters, and consequently are unable to comment on or
otherwise have any knowledge regarding the comments included
by management with respect to such matters.
Regarding sub-paragraph (ii)(d) of the Form 8-K, we were not
provided with a copy of the referenced letter from the then
controller, and therefore make no comment thereon.
We agree with the first sentence of the final paragraph of the
Form 8-K, but make no comment regarding the second sentence
thereof.
Very truly yours,
PricewaterhouseCoopers LLP
