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CORRESP
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filename1.htm

    corresp_1309815.htm

      October
30, 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.

                Registration
      Statement on Form S-3

                Filed
      September 12, 2008

                File
      No. 333-153467

      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 September 26, 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. 333-153467 (the “Form
S-3”), as applicable.

            Ms.
Barbara C. Jacobs

            October
30, 2008

            Page
Two

      General

                1.

                Any
      comments pertaining to the Form 10-K for the fiscal year ended March 31,
      2008 must be resolved before we are able to complete our review of the
      above cited registration statement.

      ANSWER:

      The
Company acknowledges that your comments pertaining to the Form 10-K for the
fiscal year ended March 31, 2008 must be resolved before you are able to
complete your review of the Form S-3, and we are working diligently to resolve
those comments.

                Cover
      Page

                2.

                Your
      cover page indicates that you have nine concurrent
      offerings.  Please consider disclosing the aggregate number of
      shares available for resale on the cover page and providing the more
      extensive disclosures such as the file numbers to which they pertain in a
      section of the registration statement not subject to Rule 421(d) of
      Regulation C.

      ANSWER:

      We have
revised the registration statement to disclose the aggregate number of shares
available for resale on the prospectus cover page and provided more extensive
information within the registration statement in the section entitled “About
This Prospectus.”

                Selling Shareholders,
      page 18

                3.

                We
      note that you disclose that Silver Oak and Goldman Sachs are affiliates of
      broker-dealers.  Please confirm that the other selling
      shareholders are not broker-dealers or affiliates of
      broker-dealers.  With respect to affiliates of broker-dealers,
      please clarify whether at the time of the purchase of the securities to be
      resold, the seller purchased in the ordinary course of business and had
      any agreements or understandings, directly or indirectly, with any person
      to distribute the securities.

      ANSWER:

      The
selling shareholders, other than Silver Oak and Goldman Sachs, have confirmed to
the Company that they are not broker-dealers or affiliates of broker
dealers.  Silver Oak and Goldman Sachs, who are affiliates of
registered broker-dealers by virtue of being

            Ms.
Barbara C. Jacobs

            October
30, 2008

            Page
Three

      under
common control with them, have clarified that at the time of the purchase of the
securities to be resold, they purchased in the ordinary course of business and
did not have any agreements or understandings, directly or indirectly, with any
person to distribute the securities.  The registration statement has
been revised to reflect this.

                Exhibits

                4.

                Please
      incorporate by reference into this Form S-3 the securities purchase
      agreements dated August 24, 2007 and related agreements pertaining to the
      securities in this resale registration statement.  It appears
      that you filed these documents in the Form 8-K filed on August 29,
      2007.  Refer to Item 601 of Regulation
  S-K.

      ANSWER:

      We have
revised the registration statement to incorporate by reference to the exhibit
list  the securities purchase agreement dated August 24, 2007 and
related agreements pertaining to the securities in this resale registration
statement.

      We hope this addresses all of the
Commission’s comments and concerns.  Please do not hesitate to contact
us with any further questions.

      Sincerely,

      /s/ Carol
W. Sherman

      Carol W.
Sherman

      cc: Gary
Loffredo