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Mail Stop 4561         March 11, 2009  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 December 31, 2008
Filed on February 9, 2009
 File No.  000-51910

Dear Mr. Mayo:

We have reviewed your response letter da ted February 9, 2009 in connection with
the above-referenced filing and have the followi ng 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 December 23, 2008.
Form 10-Q for the quarterly period ended December 31, 2008

Notes to the Consolidated Financial Statements
 Note 2. Summary of Significant Accounting Policies

Goodwill and Intangible Assets, page 10

1. We note your response to prior comment no. 3 and have the following comment.
Ensure that you disclose the reasons for the impairment charge recorded within
your USM reporting unit.  See paragraph 47(a) of SFAS 142.  You should also
consider disclosing why no goodwill impair ment charge is necessary for the
AccessIT SW, The Pavillion Theatre and The Bigger Picture reporting units.  In
addition, enhanced disclosures that show  the amount of goodwill allocated to each
reporting unit would provide useful  information to investors.

A. Dale Mayo
Access Integrated Technologies, Inc. March 11, 2009 Page 2
2. We note your response to prior comment  no. 3 and have the following comment.
We note that you used the enterprise value for assessing and measuring goodwill
impairment.  You further state that you determined that the overall enterprise
value of the company was reasonable.  De scribe the method utilized to determine
that the overall enterprise value was reasonable.
  In addition, indicate whether the
fair value of your long-term debt used to  calculate the overall enterprise value was
equal to its net book value or  at a different amount.  Explain how you determined
the fair value of such debt.
 3. We note your response to prior comment  no. 3 and have the following comment.
Tell us the enterprise value for each of  the reporting units included within the
Content & Entertainment segment and Media Services segment.  Provide us with your “step two” measurement analysis of  goodwill impairment. Provide us with a
summary of each reporting unit’s fair value that totals to the overall enterprise
value.  Indicate how your valuations of these reporting units considered the recent
declines in revenues experienced by C ontent & Entertainment segment.
 Fair Value of Financial Instruments, page 12

4. As a reminder, the footnotes should disclose  the fair value of your long-term debt
as you do with other financia l instruments. Ensure that  your disclosures comply
with paragraph 10 of SFAS 107 includi ng interim financial statements.
 Item 2.  Management’s Discussion and Analysis of Financial Conditions and Results of
Operations
 Results of Operations, page 31

5. Describe the terms of the non-cash bart er revenue of $1.2 million recognized for
advertising as part of a distribution agreement.  Te ll us how your accounting for
this transaction complies with EITF 99-17.  Ensure that you adequately discuss the impact of this arrangement on your trends including whether this practice will
continue in the near term.

6. You disclose on page 34 that there was a 27% increase in distribution revenues by
The Bigger Picture reporting unit.  Ensure that you disclose the reasons why certain increases or decreases occur rather than simply stating that such a change
occurred. Refer to Section III. D of SEC Release 33-6835.

* * * * * * *

A. Dale Mayo
Access Integrated Technologies, Inc. March 11, 2009 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