Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

 Date of Report (Date of earliest event reported): April 8, 2008 (April 1, 2008)

                        Ace Marketing & Promotions, Inc.
             (Exact name of registrant as specified in its charter)

                                    New York
            (State or jurisdiction of incorporation or organization)

                            (Commission File Number)

                     (I.R.S. Employer Identification Number)

                  457 Rockaway Avenue, Valley Stream, NY 11582
               (Address of principal executive offices (Zip Code)

                  Registrant's telephone number: (516) 256-7766

          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
    CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

         Reference is made to the press release appended hereto as Exhibits

Item 8.01 Other Events.

         Ace Marketing & Promotions, Inc. announces the extension of the
expiration date of its Class A and Class B Warrants through the close of
business on July 1, 2008. The Class A and Class B Warrants maintain an exercise
price of $2.00 per share.

Item 9.01 Financial Statements and Exhibits.


99.1     Press Release dated April 8, 2008.


Pursuant to the requirements of Section 13 or 15(b) 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 MARKETING & PROMOTIONS, INC.

Dated:  April 8, 2008                       By: /s/ Michael D. Trepeta
                                            Michael D. Trepeta, President