AMENDMENT NO. 1 TO POOLING & SERVICING AGREEMENT

EXHIBIT 4.2

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AMENDMENT NO. 1

Dated as of November 29, 2005

to

POOLING AND SERVICING AGREEMENT

Dated as of June 1, 2005

among

ACE SECURITIES CORP.,

Depositor

COUNTRYWIDE HOME LOANS SERVICING LP

a Servicer

SAXON MORTGAGE SERVICES, INC.

a Servicer

OCWEN FEDERAL BANK FSB

a Servicer

WELLS FARGO BANK, N.A.

Master Servicer and Securities Administrator

and

HSBC BANK USA, NATIONAL ASSOCIATION

Trustee

______________________________________

ACE SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2005-HE4

ASSET BACKED PASS-THROUGH CERTIFICATES

______________________________________

THIS AMENDMENT NO. 1, dated as of November 29, 2005 (this “Amendment”), to the Pooling and Servicing Agreement, dated as of June 1, 2005, among ACE SECURITIES CORP., as depositor (the “Depositor”), COUNTRYWIDE HOME LOANS SERVICING LP (“Countrywide”), as a servicer, SAXON MORTGAGE SERVICES, INC. (“Saxon”), as a Servicer, OCWEN FEDERAL BANK FSB, as a servicer, WELLS FARGO BANK, N.A., as master servicer (the “Master Servicer”) and securities administrator (the “Securities Administrator”) and HSBC BANK USA, NATIONAL ASSOCIATION (the “Trustee”) (the “Pooling and Servicing Agreement”).

W I T N E S S E T H

WHEREAS, the Depositor, Countrywide, Saxon, Ocwen Loan Servicing, LLC, as successor in interest to Ocwen Federal Bank FSB (“Ocwen”), the Master Servicer, the Securities Administrator and the Trustee entered into the Pooling and Servicing Agreement;

WHEREAS, the Depositor, Countrywide, Saxon, Ocwen and the Master Servicer desire to amend certain provisions of the Pooling and Servicing Agreement;

WHEREAS, Section 12.01 of the Pooling and Servicing Agreement provides that the Pooling and Servicing Agreement may be amended from time to time by the Depositor, each Servicer, the Master Servicer, the Securities Administrator and the Trustee, without the consent of any of the Certificateholders, to correct any provision contained therein upon the satisfaction of certain conditions set forth therein;

NOW, THEREFORE, the parties hereto agree as follows:

For purposes of this Amendment, unless the context clearly requires otherwise, all capitalized terms which are used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Pooling and Servicing Agreement.

1.              Section 7.04(c) of the Pooling and Servicing Agreement is hereby deleted in its entirety and replaced with the following:

“(c)          Notwithstanding anything to the contrary herein, C