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Mail Stop 4561         December 23, 2008  A. Dale Mayo Chief Executive Officer Access Integrated Technologies, Inc. 55 Madison Avenue, Suite 300 Morristown, New Jersey 07960
Re: Access Integrated Technologies, Inc.
Form 10-Q for the quarterly pe riod ended September 30, 2008
Filed on November 07, 2008
 File No.  000-51910

Dear Mr. Mayo:

We have reviewed your response letter  dated November 21, 2008 in connection
with the above-referenced filing and have the following comments.  If indicated, we think
you should revise your document in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.  Unless otherwise noted, where prior comments are referred to they
refer to our letter dated November 10, 2008.
Form 10-Q for the quarterly period ended September 30, 2008

Cover Page, page 1

1. Please clarify why you have checked the “ac celerated filer” b ox on the cover page
of your most recent Form 10-Q.
 Notes to the Consolidated Financial Statements

 Note 2. Summary of Significant Accounting Policies

Goodwill and Intangible Assets, page 10

2. We note your response to prior comment No.2.  Please further clarify why you do
not believe the significant drop in your stock price and market capitalization
represents a triggering event.  Discu ss the reasons why you believe your stock
price and market capitalization have dec lined. Describe your policy for evaluating

A. Dale Mayo
Access Integrated Technologies, Inc.
December 23, 2008 Page 2
the duration and severity of the decline in your stock price. Explain how the same
factors impacting your stock price affect your discounted cash flow analysis.  Tell
us why these factors are not symptoms  of adverse changes in your business
climate.
 3. Please clarify the portion of your response to  prior comment No. 2 that states in
preparing your discounted cash flow analysis, you calculated the fair value of
each reporting unit utilizing an income approach (discounted cash flows) and a market approach with 60% and 40% weight applied to each method, respectively.  Explain how you identify peer groups for each reporting unit.  Describe how you
identify reporting units a nd explain why only four re porting units represent 30%
of your revenues.  Identify the other reporting units.  Further, it is unclear why you include market capitalization of peer groups in your analysis while you do not
consider your market capita lization within your analysis  of determining the fair
value of your reporting units. Explain w hy you believe the market capitalization
can not be directly correlated or reconciled to the “aggr egate” fair value of your
reporting units.

Item 2. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 28

4. Tell us your consider ation of providing disclosure s in your critical accounting
policies to fully describe the estimat es and assumptions included in your
assessment and evaluation of goodwill impa irment.  In this respect, you should
consider providing disclosures that serv e as supplement to your accounting policy
for goodwill impairment testing.  We have identified several areas that we believe
would enhance your disclosures, including how you determine the weighting applied when using multiple fair value approaches (i.e. the income approach and the market approach), any es timates of control premiums that are factor into your
analysis, the annual goodwill impairment assessment date and any discount rates applied when you perform a discounted cash flows analysis, as well as how the reporting units are identified, how goodwill is  allocated to the reporting units and
how the estimated fair value of each reporting units is determined.  We refer you to Item 303(a)(3)(ii) of Regulation S- K and Financial Reporting Release No. 60
and Section V of SEC Release No. 33-8350.  Please provide us with any proposed
disclosures you plan on making with respect to your critical accounting policy for
goodwill impairment testing.
 5. Tell us your consideration of providing early warning disclosures for goodwill or disclosures for any uncertainties that you reasonably expect will have an impact on future income from continuing operations.  Refer to SOP 94-6.

* * * * * * *

A. Dale Mayo
Access Integrated Technologies, Inc. December 23, 2008 Page 3
Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 You may contact Morgan Youngwood, Staff Accountant,  at (202) 551-3479 if
you have any questions regard ing comments on the financia l statements and related
matters.  Please address questions regard ing all other comments to Jan Woo, Staff
Attorney, at (202) 551-3453 or Barbara Jacobs, Assi stant Director at (202) 551-3730.  If
you need further assistance, you ma y contact me at (202) 551-3730.
       S i n c e r e l y ,
Stephen Krikorian
Accounting Branch Chief