
EXHIBIT 11.1                                                    
                                                                
                                                                
                                                       ACE*COMM CORPORATION
                            COMPUTATION OF PRO FORMA NET INCOME PER SHARE
                                                          JUNE 30, 1997
                                                                 
                                                                
                                                  Year Ended             Year
                                                              Ended
                                             June 30, 1996     June 30, 1997
                                                                
Weighted average common shares               3,274,745
outstanding                                                  6,134,886

                                                                
Add:  Conversion of mandatorily             1,530,950        1,530,950  
redeemable                               
Series C preferred stock                


                                                                
Add:  Conversion of common stock         486,330   
options (treasury stock method)           1,088,12
                                                 3

                                                                
Total weighted average common and                8,152,166                      
common equivalent shares                  5,893,81
                                                 8
                                                                
Net income                                     $1,059,656       
                                                              $2,624,214
                                                                
Pro forma net income per                       $0.18                            
share                                                         $0.32

                                                                
                                                                
Note:  There is no material difference                                         
between primary and fully-diluted income
per share.  Therefore, only primary
income per share is presented.
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                


