SecProbe.io

CORRESP
1
filename1.htm

    corresp-2_1292437.htm

        June 26,
2008

        Via
EDGAR and U.S. Mail

        Ms.
Barbara C. Jacobs

        Assistant
Director

        United
States Securities and Exchange Commission

        100 F
St., N.E.

        Washington,
D.C.  20549

                  Re:

                  Access
      Integrated Technologies, Inc.

                  Amd.
      No. 1 to Registration Statement on Form
S-3

                  Filed
      June 13, 2008

                  File
      No. 333-150661

        Dear Ms.
Jacobs:

        On behalf of Access Integrated
Technologies, Inc. (“AccessIT” or the “Company”), set forth below are the
Company’s responses to your letter of comment dated June 23, 2008 to Mr. A. Dale
Mayo, President and Chief Executive Officer of the Company.  The
numbered responses of the Company and related captions contained in this letter
correspond to the numbered paragraphs and related captions in the letter of
comment.  For your convenience, the Company’s responses include
supplemental information provided to you herein and revisions to the Company’s
Registration Statement on Form S-3, Registration No. 333-150661 (the “Form
S-3”), as applicable.

              Ms.
Barbara C. Jacobs

              June 26,
2008

              Page
Two

        Form
S-3/A

        General

                  1.

                  We
      reissue comment 1 of our letter dated June 2, 2008 in part.  We
      note that you identify your outstanding registration statements by
      reference to the Commission file number at the bottom of the facing
      page.  This procedure should be utilized only when you elect to
      rely on paragraph (a) of Securities Act Rule 429.  See Rule
      429(b).  Absent the use of Rule 429, please revise the
      prospectus cover page to reference concisely your concurrent offerings and
      the number of shares that have yet to be sold off those previously
      effective registration statements.

        ANSWER:

        We have
moved the relevant disclosure to the prospectus cover page and revised it to
disclose, to the best of the Company's knowledge, the numbers of shares
remaining available for resale under the previously effective registration
statements.

        Cover
Page

                  2.

                  Refer
      to comment 2 of our letter dated June 2, 2008.  Although you
      have attempted to provide a definition of your use of the term “kicker
      shares”, your revised disclosure still does not comport with Rule
      421(d).  If you elect to retain usage of this term on the cover
      and in the summary, revise to provide a description of the terms under
      which these securities will be issued that is consistent with basic plain
      English principles.  It is not sufficient to indicate in generic
      terms that these shares are payable to the noteholders “under the terms”
      of the notes.

        ANSWER:

        In
accordance with this comment and our recent telephone conversations, we are
deleting reference to the term “kicker shares” on the cover page and have
expanded the definition of the term in the summary.

        Selling Stockholders, page
15

                  3.

                  We
      note your response to comment 4 of our letter dated June 2,
      2008.  Please revise footnote (e) to the Selling Stockholders
      table to expressly state whether Messrs. Angelo and Gordon exercise voting
      and/or dispositive powers over the securities to be

                Ms.
Barbara C. Jacobs

                June 26,
2008

                Page
Three

                    sold
      by Silver Oak Capital.  Please similarly revise footnote (h) to
      indicate whether Messrs. Gruber and McBaine exercise voting and/or
      dispositive powers over the securities to be sold by Lagunitas Partners,
      Gruber & McBaine International and the Jon D & Linda W Gruber
      Trust.

        ANSWER:

        We have
clarified the disclosure as requested.

        Incorporation of Certain
Documents by Reference, page 1

                  4.

                  Please
      revise your prospectus to incorporate by reference your Form 10-K for the
      year ended March 31, 2008.  See Item 12(a) of Form
      S-3.

        ANSWER:

          We have
revised the prospectus so that it now incorporates by reference the Form 10-K,
as amended, for the year ended March 31, 2008.  Please note that we
have also revised the business overview in the Prospectus Summary and certain of
the Risk Factors to conform to the updated business overview and Risk Factors
appearing in the Form 10-K, as amended, for the year ended March 31,
2008.

        We hope this addresses all of the
Commission’s comments and concerns.  Please do not hesitate to contact
us with any further questions.  We thank you in advance for your
prompt attention.

        Sincerely,

        /s/ Carol
W. Sherman

        Carol W.
Sherman

        cc: Gary
Loffredo