SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 23, 2026

Christopher J. McGurk
Chief Executive Officer
Cineverse Corp.
224 W. 35th St., Suite 500, #947
New York, New York 10001

 Re: Cineverse Corp.
 Registration Statement on Form S-3
 Filed March 17, 2026
 File No. 333-294364
Dear Christopher J. McGurk:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Rebekah Reed at 202-551-5332 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Carol Sherman
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

       March 23, 2026 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549   Re: Cineverse Corp. Registration Statement on Form S-3 (Registration No. 333-294364)   Dear Sir or Madam: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Cineverse Corp., a Delaware corporation (the “Company”), hereby requests that the effectiveness of its Registration Statement on Form S-3 (Registration No. 333-294364) be accelerated so that it will become effective at 5:00 p.m. (eastern time), on March 25, 2026, or as soon thereafter as practicable.

 Very truly yours,

 CINEVERSE CORP.

 By:
 /s/ Gary S. Loffredo

 Gary S. Loffredo Chief Legal Officer, Secretary and Senior Advisor

CORRESP
1
filename1.htm

  CORRESP

    January 23, 2023

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

  Re:	Cineverse Corp.
Registration Statement on Form S-3 (Registration No. 333-273098)

Dear Sir or Madam:

    Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Cinedigm Corp., a Delaware corporation (the “Company”), hereby requests that the effectiveness of its Registration Statement on Form S-3 (Registration No. 333-273098) be accelerated so that it will become effective at 4:00 p.m. (eastern time), on January 25, 2023, or as soon thereafter as practicable.

    Very truly yours,

    CINEVERSE CORP.

    By:

/s/ Gary S. Loffredo

    Gary S. Loffredo

Chief Legal Officer, Secretary and Senior Advisor

United States securities and exchange commission logo
July 6, 2023
Gary Loffredo
Chief Legal Officer
Cineverse Corp.
244 Fifth Avenue, Suite M289
New York, NY 10001
Re:Cineverse Corp.
Registration Statement on Form S-3
Filed June 30, 2023
File No. 333-273098
Dear Gary Loffredo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rucha Pandit at (202) 551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Carol Weiss Sherman

CORRESP
1
filename1.htm

October 19, 2021

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Cinedigm Corp.

Registration Statement on Form S-1 (Registration No. 333-260210)

Dear Sir or Madam:

Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended, Cinedigm Corp., a Delaware corporation (the “Company”), hereby requests that
the effectiveness of its Registration Statement on Form S-1 (Registration No. 333-260210) be accelerated so that it will become effective
at 4:30 p.m. (eastern time), on October 21, 2021, or as soon thereafter as practicable.

    Very truly yours,

    CINEDIGM CORP.

    By:

/s/ Gary S. Loffredo

    Gary S. Loffredo

    President, Chief Operating Officer, General Counsel and Secretary

United States securities and exchange commission logo
October 18, 2021
Christopher McGurk
Chief Executive Officer
Cinedigm Corp.
237 West 35th Street, Suite 605
New York, NY 10001
Re:Cinedigm Corp.
Registration Statement on Form S-1
Filed on October 13, 2021
File No. 333-260210
Dear Mr. McGurk:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Janice Adeloye at 202-551-3034 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Carol Sherman

CORRESP
1
filename1.htm

July 8, 2020

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Cinedigm Corp.

Registration Statement on Form S-3 (Registration No. 333-239710)

Dear Sir or Madam:

Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Cinedigm Corp., a Delaware corporation (the “Company”),
hereby requests that the effectiveness of its Registration Statement on Form S-3 (Registration No. 333-239710) be accelerated so
that it will become effective at 4:30 p.m. (eastern time), on July 10, 2020, or as soon thereafter as practicable.

    Very truly yours,

    CINEDIGM CORP.

    By:

/s/ Gary S. Loffredo

        Gary S. Loffredo

        Chief Operating Officer, General Counsel and Secretary

United States securities and exchange commission logo
July 8, 2020
Christopher J. McGurk
Chief Executive Officer
Cinedigm Corp.
237 West 35th Street, Suite 605
New York, NY 10001
Re:Cinedigm Corp.
Registration Statement on Form S-3
Filed July 6, 2020
File No. 333-239710
Dear Mr. McGurk:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jennifer Lopez at 202-551-3792 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

May 12, 2020

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Cinedigm Corp.

Registration Statement on Form S-3 (Registration No. 333-238183)

Dear Sir or Madam:

Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Cinedigm Corp., a Delaware corporation (the “Company”),
hereby requests that the effectiveness of its Registration Statement on Form S-3 (Registration No. 333-238183) be accelerated so
that it will become effective at 4:30 p.m. (eastern time), on May 14, 2020, or as soon thereafter as practicable.

    Very truly yours,

    CINEDIGM CORP.

    By:

/s/ Gary S. Loffredo

        Gary S. Loffredo

        Chief Operating Officer, General Counsel and Secretary

United States securities and exchange commission logo
May 12, 2020
Gary S. Loffredo
Chief Operating Officer
Cinedigm Corp.
237 West 35th Street, Suite 605
New York, NY 10001 (212) 206-8600
Re:Cinedigm Corp.
Registration Statement on Form S-3
Filed May 12, 2020
File No. 333-238183
Dear Mr. Loffredo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jennifer López at 202-551-3792 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3561
 January 2, 2018

Christopher J. McGurk
Chief Executive Officer
Cinedigm Corp.
45 West 36th Street, 7th Floor
New York, NY 10018

Re: Cinedigm Corp.
  Registration Statement on Form S-3
Filed  December 20, 2017
  File No.  333-222190

Dear Mr. McGurk :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Tonya K. Aldave  at (202) 551 -3601  with any questions.

Sincerely,

 /s/ J. Nolan McWilliams for

Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure

cc:  Jonathan K. Cooperman, Esq.
 Kelley Drye & Warren LLP

CORRESP
1
filename1.htm

January 2, 2018

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Cinedigm Corp.

Registration Statement on Form S-3, as amended (Registration No. 333-222190)

Dear Sir or Madam:

Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Cinedigm Corp., a Delaware corporation (the “Company”),
hereby requests that the effectiveness of its Registration Statement on Form S-3 (Registration No. 333-222190) be accelerated so
that it will become effective at 4:30 p.m. (eastern time), on January 4, 2018, or as soon thereafter as practicable.

    Very truly yours,

    CINEDIGM CORP.

    By:

/s/ Gary S. Loffredo

    Gary S. Loffredo

President Digital Cinema, General Counsel and Secretary

CORRESP
1
filename1.htm

    corresp_1737345.htm

March 28, 2013

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

Cinedigm Digital Cinema Corp.

Registration Statement on Form S-3, as amended (Registration No. 333-186940)

Dear Sir or Madam:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Cinedigm Digital Cinema Corp., a Delaware corporation (the “Company”), hereby requests that the effectiveness of its Registration Statement on Form S-3, as amended (Registration No. 333-186940) be accelerated so that it will become effective at 9:30 a.m. (eastern time), on April 2, 2013, or as soon thereafter as practicable.

The Company hereby acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

CINEDIGM DIGITAL CINEMA CORP.

By:

/s/ Gary S. Loffredo

Gary S. Loffredo

President Digital Cinema, General Counsel and Secretary

CORRESP
1
filename1.htm

    corresp_1710767.htm

March 19, 2013

Via EDGAR and U.S. Mail

Mr. Mark P. Shuman

Branch Chief - Legal

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

Cinedigm Digital Cinema Corp.

Registration Statement on Form S-3

Filed February 28, 2013

File No. 333-186940

Dear Mr. Shuman:

On behalf of Cinedigm Digital Cinema Corp. (the “Company”), set forth below are the Company’s responses to your letter of comment dated March 8, 2013 to Mr. Christopher J. McGurk, 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.  The responses provided below relate to the Company’s Registration Statement on Form S-3 filed on February 28, 2013, Registration No. 333-186940 (the “Form S-3”).  This letter is being filed concurrently with an amendment to the Form S-3 (“Amendment No. 1”).

Cover Page

1.

We note that you reference six concurrent offerings on your cover page and on page 1. Please advise what consideration you gave to also disclosing the shares eligible to be sold under your shelf registration statement on Form S-3 (333-179970).

KELLEY DRYE & WARREN LLP

Mr. Mark P. Shuman

March 19, 2013

Page Two

RESPONSE:

The Company’s registration statement on Form S-3 (Registration No. 333-179970) is a shelf registration statement (the “Shelf Registration Statement”) that allows for the issuance of a variety of securities including Class A common stock, preferred stock, warrants to purchase Class A common stock or preferred stock, or any combination thereof, to be specified in a supplement to the registration statement at the time of sale.  No specific number of shares of Class A common stock, preferred stock or warrants exercisable for either Class A common stock to preferred stock that may be issued under the Shelf Registration Statement is determinable at this time. However, the Company has added the following sentence to the cover page and page 1 in Amendment No. 1 reflecting the potential issuances:

“In addition, the Company currently has an effective Registration Statement on Form S-3 relating to the future issuance and sale of its Class A Common stock, preferred stock, warrants to purchase Class A common stock or preferred stock, or any combination thereof, pursuant to which up to $20,000,000 of securities remain available for sale.”

Signatures

2.

Please revise to include the signature of your principal accounting officer or controller or designate the signatory who signs in that capacity. Refer to Instruction 1 to Signatures on Form S-3.

RESPONSE:

The signature page in Amendment No. 1 has been revised to include the signature of the Company’s principal accounting officer.

Exhibit 5.1

3.

We note the statement in the final paragraph of the opinion that it “is not to be used, circulated, quoted or otherwise relied upon for any other purpose.”  Please delete from the opinion language that expressly prohibits or implies that investors are not entitled to rely on the opinion. Refer to Section II.B.3.d of SLB No. 19.

RESPONSE:

The relevant language has been revised in Exhibit 5.1 filed with Amendment No. 1.

KELLEY DRYE & WARREN LLP

Mr. Mark P. Shuman

March 19, 2013

Page Three

We hope this addresses all of the Staff’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 S. Loffredo

March 08, 2013

Via E -mail
Christopher J. McGurk, CEO
Cinedigm Digital Cinema Corp.
902 Broadway, 9th Floor
New York, NY  10010

Re: Cinedigm Digital Cinema Corp.
  Registration Statement on Form S-3
Filed  February 28, 2013
  File No.  333-186940

Dear Mr. McGurk :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Cover Page

1. We note that you reference six concurrent offerings on your cover page and on page 1.
Please advise what consideration you gave to also disclosing the shares eligible to be sold
under your shelf registrati on statement on Form S -3 (333 -179970).

Signatures

2. Please revise to include the signature of your principal  accounting  officer  or controller  or
designate the signatory who signs in that capacity .  Refer to Instruction 1 to Signatures on
Form S-3.

Exhibit 5.1

3. We note the statement  in the final paragraph of the op inion that it “is not to be used,
circulated, quoted or otherwise relied upon for any other purpose. ”  Please  delete from

Christopher J. McGurk
Cinedigm Digital Cinema Corp
March 8, 2013
Page 2

 the opinion language that expressly prohibits or implies that inves tors are not entitled to
rely on the opinion .  Refer to Section II.B.3.d.  of SLB No. 19 .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disc losures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the  staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule 461 regarding requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the re gistration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of th e securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

 If you have any questions regarding these comments, please cont act Matthew Crispino,
Staff Attorney, at (202) 551 -3456 or, in his absence, me at (202) 551 -3462.  Should you require
further assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal

Christopher J. McGurk
Cinedigm Digital Cinema Corp
March 8, 2013
Page 3

cc: Via E -mail
 Jonathan K. Cooperman , Esq.
 Kelley Drye & Warren LLP

CORRESP
1
filename1.htm

    corresp_1531568.htm

April 6, 2012

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

Cinedigm Digital Cinema Corp.

Registration Statement on Form S-3, as amended (Registration No. 333-179970)

Dear Sir or Madam:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Cinedigm Digital Cinema Corp., a Delaware corporation (the “Company”), hereby requests that the effectiveness of its Registration Statement on Form S-3, as amended (Registration No. 333-179970) be accelerated so that it will become effective at 4:30 p.m. (eastern time), on April 9, 2012, or as soon thereafter as practicable.

The Company hereby acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

CINEDIGM DIGITAL CINEMA CORP.

By:

 /s/Gary S. Loffredo

Gary S. Loffredo

President Digital Cinema, General Counsel and Secretary

CORRESP
1
filename1.htm

    corresp_1531518.htm

March 27, 2012

Via EDGAR and U.S. Mail

Ms. Barbara C. Jacobs

Assistant Director

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

Cinedigm Digital Cinema Corp.

Registration Statement on Form S-3

Filed March 7, 2012

File No. 333-179970

Dear Ms. Jacobs:

On behalf of Cinedigm Digital Cinema Corp. (the “Company”), set forth below are the Company’s responses to your letter of comment dated March 15, 2012 to Mr. Christopher J. McGurk, 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.  The responses provided below relate to the Company’s Registration Statement on Form S-3 filed on March 7, 2012, Registration No. 333-179970 (the “Form S-3”).  This letter is being filed concurrently with an amendment to the Form S-3 (“Amendment No. 1”).

Description of Capital Stock

Common Stock, page 22

1.

Footnote 4 to the fee table indicates that the shares of Class A common stock that you are registering include certain rights issued pursuant to the Tax Benefit Preservation Plan dated as of August 10, 2009.  Please revise the description of your common stock in this section to discuss these rights.  Also, revise your exhibit index to incorporate by reference the Tax Benefit Preservation Plan, which we note was filed as Exhibit 4.1 to your Form 8-K filed on August 19, 2009.  Finally, obtain a revised opinion of counsel that opines whether the rights that accompany your common stock are binding obligations of the registrant under the law of the jurisdiction governing the rights agreement.  Refer to Section II.B.1.g of Staff Legal Bulletin No. 19 (“SLB No. 19”).

Ms. Barbara C. Jacobs

March 27, 2012

Page Two

RESPONSE:

The requested revisions have been made in Amendment No. 1.

Item 16. Exhibits, page II-3

2.

We note the footnote to the exhibit index indicating that you will file the form of indenture as an exhibit to a report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act  and incorporate it by reference into your Form S-3. Indentures covering securities to be issued in a registration statement must be qualified at the time the registration statement relating to those securities becomes effective.  Refer to Interpretation 201.04 of our Trust Indenture Act of 1939 Compliance and Disclosure Interpretations.  Accordingly, please confirm that you will file the form of indenture, and provide us sufficient time for review and comment, prior to requesting effectiveness of the registration statement.

RESPONSE:

The Company has decided not to include debt securities in the Form S-3. Accordingly, no form of indenture will be filed as an exhibit and various revisions have been made in Amendment No. 1 to reflect the deletion of debt securities as a possible security to be offered.

Item 17.  Undertakings, page II-3

3.

Please provide the undertakings required by paragraphs (a)(6) and (j) of Item 512 of Regulation S-K, or advise why such undertakings do not apply to your offering.

RESPONSE:

The undertaking required by Regulation S-K 512(a)(6) has been added in Amendment No. 1. In light of the deletion of debt securities as discussed in comment 2 above, the undertaking required by Regulation S-K 512(j) has not been added.

Exhibit 5.1

4.

We note the statements in the final paragraph of the opinion that it is being rendered “solely to you” and that no one may rely on it without counsel’s prior written consent. Please obtain and file a revised opinion that does not include any implication that investors are not entitled to rely on the opinion.  Refer to Section II.B.3.d. of SLB No. 19.

Ms. Barbara C. Jacobs

March 27, 2012

Page Three

RESPONSE:

A new opinion without the indicated language is being filed as Exhibit 5.1 to Amendment No. 1.

* * * * * * *

We hope this addresses all of the Staff’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 S. Loffredo

March 15 , 2012

Via E -mail
Christopher J. McGurk, CEO
Cinedigm Digital Cinema Corp.
55 Madison Avenue, Suite 300
Morristown, NJ  07960

Re: Cinedigm Digital Cinema Corp.
  Registration Statement on Form S-3
Filed  March  7, 2012
  File No.  333-179970

Dear Mr. McGurk :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide  us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts and
circumstances o r do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Descriptio n of Capital Stock

Common Stock, page 22

1. Footnote 4 to the fee table indicates that the shares of Class A common stock that you are
registering include certain rights issued pursuant to the Tax Benefit Preservation Plan
dated as of August 10, 2009.  Please revise the description of your  common stock in this
section to dis cuss these rights.  Also, revise your exhibit index to incorporate by reference
the Tax Benefit Preservation Plan, which we note was filed as Exhibit 4.1 to your Form
8-K filed on August 19, 2009.  Finally, obtain a revise d opinion of counsel that opines
whether the rights that accompany your common stock are binding obligations of the
registrant under the law of the jurisdiction governing the rights agreement.  Refer to
Section II.B.1.g. of Staff Legal Bulletin No. 19  (“SLB No. 19”) .

Christopher J. McGurk
Cinedigm Digital Cinema Corp
March 1 5, 2012
Page 2

 Item 16.  Exhibits, page II -3

2. We note the footnote to the exhibit index indicating that you will file the form of
indenture as an exhibit to a report filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act and incorporate it by reference into your Form S -3.  Indentures
covering securities to be issued in a registration statement must be qualified at the time
the registration statement relating to those securities becomes effective.  R efer to
Interpretation 201.04 of our Trust Indenture Act of 1939 Compliance and Disclosure
Interpretations.  Accordingly, please confirm that you will file the form of indenture, a nd
provide us sufficient time for  review and comment , prior to requesting ef fectiveness of
the registration statement.

Item 17.  Undertakings, page II -3

3. Please provide the undertakings required by paragraphs (a)(6) and (j) of Item 512 of
Regulation S -K, or advise why such undertakings do not apply to your offering.

Exhibit 5.1

4. We note the statements in the final paragraph of the opinion that it is being rendered
“solely to you” and that no one may rely on it without counsel’s prior written consent.
Please obtain and file a revised opinion that does not include any implicat ion that
investors are not entitled to rely on the opinion.  Refer to Section II.B.3.d.  of SLB No. 19 .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the inform ation the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures  they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff,  acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring  the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

Christopher J. McGurk
Cinedigm Digital Cinema Corp
March 1 5, 2012
Page 3

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceed ing initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule 461 regarding requests for acceleration.  We will consider a written
request for acceleration of the effective date of the registrat ion statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the secur ities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

 Please contact me at (202) 551 -3456  with any questions.   Should you require further
assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

 /s/ Matthew Crispino

Matthew Crispino
Staff Attorney

cc: Via E -mail
 Carol W. Sherman , Esq.
 Kelley Drye & Warren LLP

January 12, 2011
 Mr. Adam M. Mizel Interim Co-Chief Executive Officer  and Chief Financial Officer
Cinedigm Digital Cinema Corp.  55 Madison Avenue, Suite 300 Morristown, NJ  07960
Re: Cinedigm Digital Cinema Corp.
  Form 10-K for the Fiscal Year ended March 31, 2010
Filed June 14, 2010 File No. 001-31810

Dear Mr. Mizel:
We have completed our review of your Form 10-K and have no further comments at this
time on the specific issues raised.
Sincerely,

Stephen Krikorian Accounting Branch Chief

CORRESP
1
filename1.htm

    corresp_1450961.htm

January 5, 2010

Via EDGAR and U.S. Mail

Mr. Stephen Krikorian

Accounting Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

Cinedigm Digital Cinema Corp.

Form 10-K for Fiscal Year ended March 31, 2010

Filed June 14, 2010

File No. 001-31810

Dear Mr. Krikorian:

In connection with a response being submitted contemporaneously herewith on behalf of Cinedigm Digital Cinema Corp. (“Cinedigm” or the “Company”) by Kelley Drye & Warren LLP setting forth the Company’s responses to your letter of comment dated December 15, 2010 to Mr. Adam M. Mizel, Interim Co-Chief Executive Officer and Chief Financial Officer of the Company, please find below the representations you have requested on pages 1 and 2.

We acknowledge that:

    ·

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ·

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ·

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ Brian D. Pflug

Brian D. Pflug

Senior Vice President – Accounting and Finance

55 Madison Avenue, Suite 200, Morristown, NJ 07960

973.290.0080  cinedigm.com

CORRESP
1
filename1.htm

    corresp_1450954.htm

January 5, 2011

Via EDGAR and U.S. Mail

Mr. Stephen Krikorian

Accounting Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

Cinedigm Digital Cinema Corp.

Form 10-K for Fiscal Year ended

March 31, 2010

Filed June 14, 2010

File No. 001-31810

Dear Mr. Krikorian:

On behalf of Cinedigm Digital Cinema Corp. (the “Company”), set forth below are the Company’s responses to your letter of comment dated December 15, 2010 to Mr. Adam M. Mizel, Interim Co-Chief Executive Officer and Chief Financial 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.  The responses provided below relate to the Company’s Annual Report on Form 10-K for fiscal year ended March 31, 2010 filed on June 14, 2010 (the “Form 10-K”).

General

1.

As requested on page 4 in our comment letter dated November 2, 2010, please provide the three acknowledgments in your next response to us. Please also note that the representations must be signed by the company’s management. These are:

·

the company is responsible for the adequacy and accuracy of the disclosure in the filing;

KELLEY DRYE & WARREN LLP

Mr. Stephen Krikorian

January 5, 2011

Page Two

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

the company may not assert staff comments as a. defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

RESPONSE:

A letter from the Company containing the representations is being filed contemporaneously with this response.

KELLEY DRYE & WARREN LLP

Mr. Stephen Krikorian

January 5, 2011

Page Three

Form 10-K for the Fiscal Year ended March 31,2010

Part III (Incorporated by Reference from the Definitive Proxy Statement filed on July 29, 2010)

Item 13. Certain Relationships and Related Transactions

2.

We note your response to prior comment 6 regarding your Securities Purchase Agreement with Sageview Capital Master, L.P.  Please be advised that Item 404(a) of Regulation S-K requires disclosure of transactions that resulted in an entity becoming a 5 percent shareholder.  Disclosure is also required for transactions and relationships that are ongoing after the entity becomes a 5 percent shareholder.  In this regard, we note that the company has a continuing relationship with two of the director nominees of Sageview pursuant to the Securities Purchase Agreement.  Accordingly, we continue to believe that you should provide appropriate disclosure regarding Sageview and its director nominees under a heading entitled “Certain Relationships and Related Transactions” in your annual report on Form 10-K.  Please confirm that in future filings you will provide appropriate disclosure regarding your related party transactions since the beginning of the company’s last fiscal year in accordance with Item 404 of Regulation S-K, including those with Sageview and the related party transactions discussed on page F-44 of the Form 10-K for the fiscal year ended March 31, 2010. Refer to Regulation S-K Compliance and Disclosure Interpretations Question 130.03.

RESPONSE:

The Company notes the Staff’s comment and will provide the requested disclosure in future filings.

KELLEY DRYE & WARREN LLP

Mr. Stephen Krikorian

January 5, 2011

Page Four

Exhibits

3.

We note your response to prior comment 7 that the company has entered into 17 separate agreements with nine studios that account for 56.3% of the company’s consolidated revenues for the fiscal year ended March 31, 2010. Please provide us with a quantitative analysis as to why you believe that you are not substantially dependent upon any one of these studio agreements. As part of your response, tell us the largest amount of revenue that you have derived from a single or series of substantially identical contracts in your last fiscal year.

RESPONSE:

The Company performs services for various studio customers under different contractual arrangements that span across the Company’s businesses.  The primary revenue streams derived from the studio agreements is virtual print fees earned in the Company’s Phase 1 and Phase 2 deployment segments, and software and content delivery fees earned in the Services segment.  Attached as Exhibit A is a schedule showing revenues from the studio customers with which the Company has long-term digital cinema deployment agreements, for the year ended March 31, 2010.  Also shown are the revenues from these same studios in other of the Company’s businesses.  Including revenues earned from discontinued operations and classified elsewhere, these revenues were 56.3% of the Company’s consolidated revenues for the year ended March 31, 2010.  The largest single agreement produced $7.5 million, or 9.6%, of the Company’s consolidated revenue for the year, and the other agreements each produced revenues that were 7.6% of revenues or less.  The largest single studio relationship, including all agreements, produced $7.7 million or 9.9% of the Company’s consolidated revenues for the year.  While significant, the Company does not believe that it is substantially dependent on any single agreement.  Each agreement stands on its own and is not dependent on any other agreement.  Further, the revenues produced by each studio agreement are not fixed, rather they are variable and based on the number of movies that each studio displays in theaters using the Company’s digital cinema equipment.  This limits the effect of each studio contract on the Company’s revenues.  Theaters cannot afford to allow a screen to remain dark by not using such screen to show content.  Rather, if one studio ceases to show content on a given theater’s projection equipment, such theater would show content from another studio using the Company’s equipment.  The Company would then receive fees from the showing of such other content.  Accordingly, the loss of a studio contract and such losses’ effect on the Company’s revenues would be mitigated.  For the fiscal year ended March 31, 2010 the impact of the Phase 2 studio agreements was relatively small, but as Phase 2 site growth accelerates, the associated revenues will grow and the revenues from Phase 1 sources will become a smaller percentage of the total.

KELLEY DRYE & WARREN LLP

Mr. Stephen Krikorian

January 5, 2011

Page Five

The Company has already filed three studio agreements from its Phase 1 Deployment with the Commission, which are incorporated by reference as exhibits 10.13, 10.14 and 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2010, filed with the Commission on June 14, 2010.  These first agreements were new and material to the Company, because the business was then new and each of the earliest studio agreements was considered material at the time.  After such time, it became ordinary course for the Company to enter into agreements with studios, and no single such agreement was considered, based on its specific terms, to be material.  Accordingly, the Company has deemed the studio agreements subsequently entered into to be in the ordinary course of the Company’s business and not material, and therefore has not filed such agreements with the Commission.

KELLEY DRYE & WARREN LLP

Mr. Stephen Krikorian

January 5, 2011

Page Six

* * * * * * *

We hope this addresses all of the Staff’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 S. Loffredo

EXHIBIT A

Cinedigm Digital Cinema Corp.

YTD Studio Concentration-3/31/10

(Dollars in thousands)

Phase 1

Phase 2

Services

Total Studio-Derived Revenues

Studio 1

$
5,912

8.2
%

$
177

0.2
%

$
458

0.6
%

$
6,547

9.1
%

Studio 2

$
4,233

5.9
%

$
131

0.2
%

$
1

0.0
%

$
4,365

6.0
%

Studio 3

$
5,475

7.6
%

$
184

0.3
%

$
286

0.4
%

$
5,945

8.2
%

Studio 4

$
5,826

8.1
%

$
193

0.3
%

$
1,146

1.6
%

$
7,165

9.9
%

Studio 5

$
5,338

7.4
%

$
162

0.2
%

$
1,340

1.9
%

$
6,840

9.5
%

Studio 6

$
7,462

10.3
%

$
230

0.3
%

$
-

0.0
%

$
7,692

10.7
%

Studio 7

$
2,393

3.3
%

$
73

0.1
%

$
271

0.4
%

$
2,737

3.8
%

Studio 8

$
1,502

2.1
%

$
45

0.1
%

$
96

0.1
%

$
1,643

2.3
%

Studio 9

$
608

0.8
%

$
23

0.0
%

$
305

0.4
%

$
936

1.3
%

$
38,750

53.7
%

$
1,195

1.7
%

$
3,903

5.4
%

$
43,870

60.7
%

Total Revenues per Statements of Operations

$
72,205

Total Revenues from Discontinued Operations per 10-K Footnote #3

$
5,700

Total Revenues

$
77,905

56.3
%

December 15, 2010
 Mr. Adam M. Mizel Interim Co-Chief Executive Officer  and Chief Financial Officer
Cinedigm Digital Cinema Corp.  55 Madison Avenue, Suite 300 Morristown, NJ  07960
Re: Cinedigm Digital Cinema Corp.
  Form 10-K for the Fiscal Year ended March 31, 2010
Filed June 14, 2010 File No. 001-31810

Dear Mr. Mizel:
 We have reviewed your letter dated Nove mber 30, 2010, in connection with the above-
referenced filing and have the following comments.   In some of our comments, we may ask you
to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have addi tional comments.  Unless otherwise noted, where
prior comments are referred to they refe r to our letter dated November 2, 2010.
            General

 1. As requested on page 4 in our comment le tter dated November 2, 2010, please provide
the three acknowledgments in your next respon se to us.  Please also note that the
representations must be signed by the company’s management.  These are:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 Mr. Adam M. Mizel Cinedigm Digital Cinema Corp.  December 15, 2010 Page 2
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
 Form 10-K for the Fiscal Year ended March 31, 2010

 Part III (Incorporated by Reference from th e Definitive Proxy Statement filed on July 29, 2010)

 Item 13. Certain Relationships  and Related Transactions

 2. We note your response to prior comment 6 regarding your Securities Purchase
Agreement with Sageview Capital Master, L.P.   Please be advised that Item 404(a) of
Regulation S-K requires disclosure  of transactions that resulte d in an entity becoming a 5
percent shareholder.  Disclosure is also requir ed for transactions and relationships that are
ongoing after the entity b ecomes a 5 percent shareholder.  In  this regard, we note that the
company has a continuing relationship with two of the director nominees of Sageview
pursuant to the Securities Purchase Agreement.  Accordingly, we continue to believe that
you should provide appropriate di sclosure regarding Sageview and its director nominees
under a heading entitled “Certa in Relationships and Related Transactions” in your annual
report on Form 10-K.  Please confirm that in future filings you will provide appropriate disclosure regarding your related party transa ctions since the beginning of the company’s
last fiscal year in accord ance with Item 404 of Regulati on S-K, including those with
Sageview and the related party transactions discussed on page F-44 of the Form 10-K for
the fiscal year ended March 31, 2010.  Refer to Regulation S-K Compliance and
Disclosure Interpretations Question 130.03.
 Exhibits

 3. We note your response to prior comment 7 that  the company has entered into 17 separate
agreements with nine studios that account  for 56.3% of the company’s consolidated
revenues for the fiscal year ended March 31, 2010.  Please provide us with a quantitative
analysis as to why you believe that you are not substantially dependent upon any one of
these studio agreements.  As part of your res ponse, tell us the larg est amount of revenue
that you have derived from a single or series of substantially identical contracts in your
last fiscal year.

 Mr. Adam M. Mizel Cinedigm Digital Cinema Corp.  December 15, 2010 Page 3
You may contact Ryan Rohn, St aff Accountant, at (202) 551 -3739 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact Jan Woo,
Attorney-Advisor, at (202) 551-3453 or Matthe w Crispino, Attorney-Advisor, at (202) 551-3456
with any other questions.  If you need further assistance, you may contact me at (202) 551-3730.

Sincerely,

Stephen Krikorian Accounting Branch Chief

CORRESP
1
filename1.htm

    corresp_1441483.htm

November 30, 2010

Via EDGAR and U.S. Mail

Mr. Stephen Krikorian

Accounting Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

Cinedigm Digital Cinema Corp.

Form 10-K for Fiscal Year ended March 31, 2010

Filed June 14, 2010

File No. 001-31810

Dear Mr. Krikorian:

On behalf of Cinedigm Digital Cinema Corp. (the “Company”), set forth below are the Company’s responses to your letter of comment dated November 2, 2010 to Mr. Adam M. Mizel, Interim Co-Chief Executive Officer and Chief Financial 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.  The responses provided below relate to the Company’s Annual Report on Form 10-K for fiscal year ended March 31, 2010 filed on June 14, 2010 (the “Form 10-K”).

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

Goodwill and Intangible Assets, page 33

1.

Please consider expanding your disclosures in your goodwill and intangible assets policy for the items noted below.

·

Percentage by which fair value exceeded carrying value of each reporting unit as

KELLEY DRYE & WARREN LLP

Mr. Stephen Krikorian

November 30, 2010

Page Two

of the date of the most recent test;

·

Discussion of the degree of uncertainty associated with the key assumptions.  The discussion regarding uncertainty should provide specifics to the extent possible (e.g., the valuation model assumes recovery from a business downturn within a defined period of time); and

·

Description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

RESPONSE:

We note the Staff’s comment and will provide narrative that appears substantially as follows, in our next Quarterly Report on Form 10-Q:

At March 31, 2010, the date of the most recent impairment testing date, the fair value of the Services segment goodwill exceeded the carrying value by 91% and the fair value of the Content & Entertainment segment goodwill exceeded the carrying value by 63%, and accordingly, there was no impairment for either reporting segment. The Company continues to monitor events and circumstances which may affect the fair values of both reporting units, including current market conditions.

The fair values derived in our impairment testing assume significant increases in revenue and profitability the fiscal year ended March 31, 2011 and continued significant growth in revenue and profitability for the Services segment for fiscal year ended March 31, 2012 as a result of increased systems for our Phase 2 Deployment.  The number of deployed digital systems, and the use of alternative content on those systems, are the primary revenue drivers for our goodwill reporting units.  Growth in the number of deployed systems is driven by many factors including audience demand for 3D content, the amount of digital content (including 3D and alternative content such as concerts and sporting events) being made available by the Hollywood studios and content owners, and the adoption rate of digital technology by exhibitors, all of which the Company sees as continuing its strong pace. The strong growth assumed, however, is the primary driver of the use of discount rates comparable to those typically applied to early-stage, venture capital backed companies.  A decrease in the fiscal 2011 revenue projections of more than 17% would have resulted in a determination of impairment for the Content & Entertainment segment.  Similarly, a decrease in the fiscal 2011 revenue projections of more than 32% would have resulted in a determination of impairment for the Services segment.  However, management believes the discount rates and the revenue projections utilized are reasonable.

The fair value estimates also assume that the publicly-traded comparator companies utilized provide reasonable valuation metrics when adjusted for differences in size, profitability, projected growth and diversity of operations.  Selection of different Publicly-traded comparative companies may or may not have resulted in an indication

KELLEY DRYE & WARREN LLP

Mr. Stephen Krikorian

November 30, 2010

Page Three

of impairment, but management believes the comparator companies utilized are reasonable.

Liquidity and Capital Resources, page 41

2.

We note your response to our prior comment number 7 in your response letter dated September 5, 2008.  It does not appear that you have enhanced your discussion of the primary drivers in your operating activities.  We repeat our prior comment, that, your discussion of cash used in operating activities appears to be a mere recitation of the changes and other information evident from the financial statements.  Your disclosures should focus on the primary drivers of and other material factors necessary to provide an understanding of your cash flows.  In addition, where there has been material variability in historical cash flows, your discussion should focus on the underlying reasons for the changes, as well as on their reasonably likely impact on future cash flows.  Tell us what consideration you gave to providing the disclosure in accordance with the related interpretive guidance in Section IV.B of SEC Release No. 33-8350.

RESPONSE:

The Company has included a description of the drivers of its business in the second paragraph of the Liquidity and Capital Resources section of MD&A.  As disclosed, the primary driver of its operating cash flow is the number of installed digital cinema systems and the pace of continued installations. However, the Company notes the Staff’s comment and agrees that it can be more specific as to the factors affecting the Company’s cash flows including the expected pace of deployments, expected working capital changes and industry trends impacting our revenues and expenses.  While the actual disclosure going forward will depend on the events of the reporting period, generally changes in accounts receivable from its studio customers and others is a large component of operating cash flow, and during a period of increasing system deployments, the Company expects studio receivables to grow and negatively impact working capital and operating cash flow.  During periods of fewer deployments, the Company expects receivables to decrease and positively impact cash flow, and eventually to stabilize.  For the near term, the Company expects receivables to grow modestly as it continues to deploy Phase 2 systems.  However, a significant portion of the current Phase 2 deployments are being made under the Exhibitor-Buyer structure, where the Company passes the majority of the studio payments to the exhibitor, less an administrative fee, and therefore operating cash flow will be largely unaffected.  Changes in the Company’s trade accounts payable is also a significant factor,  however even in a period of deployments, the Company does not anticipate major changes in payables activity.  The Company is also subject to changes in interest expense due to increasing debt levels to fund digital cinema installations, and also has non-cash

KELLEY DRYE & WARREN LLP

Mr. Stephen Krikorian

November 30, 2010

Page Four

expense fluctuations, primarily resulting from the change in the fair value of interest rate swap arrangements. The Company will disclose these factors beginning with its next filed Quarterly Report on Form 10-Q.

Item 8.  Financial Statements and Supplementary Data

Consolidated Statements of Operations, page F-3

3.

We note your line item, stock-based compensation, under costs and expenses.  Tell us how you considered the guidance in paragraph P of SAB 107.

RESPONSE:

Beginning with the Quarterly Report on Form 10-Q for the three and six months ended September 30, 2010 filed on November 15, 2010, the Company has presented  share-based compensation charges in the expense categories that hold the cash compensation to those same employees.  In addition, the Company has presented the share-based compensation separately in the footnotes to its financial statements.  The historical presentation of share-based compensation was also reclassified for the same periods ended September 30, 2009.

Following is the additional disclosure provided in Note 2. Summary of Significant Accounting Policies:

Employee stock-based compensation expense related to the Company’s stock-based awards was as follows for the periods presented:

For the Three Months Ended

September 30,

For the Six Months Ended

September 30,

2010

2009

2010

2009

Direct operating

17

15

34

33

Selling, general and administrative

642

414

1,303

708

Research and development

15

9

27

19

$

674

$

438

$

1,364

$

760

KELLEY DRYE & WARREN LLP

Mr. Stephen Krikorian

November 30, 2010

Page Five

Notes to Consolidated Financial Statements

3.  Assets Held for Sale and Discontinued Operations, page F-18

4.

We note that you present the results of the Pavilion Theatre as discontinued operations for the fiscal years ended March 31, 2009 and 2010.  Tell us how you considered providing disclosure to discuss the facts and circumstances leading to the expected disposal, and the expected manner and timing of the disposal.  Refer to ASC 205-20-50-1.a.

RESPONSE:

The Company initially presented Pavilion as discontinued operations in the Form 10-K and reclassified the historic presentation of the Pavilion operations to be comparable with the current year presentation.  The Company’s Board of Directors and management decided to exit the Pavilion Theatre operations and adopted a formal plan to sell the operations during the three months ended March 31, 2010.   Upon the purchase of the theatre in 2005, the worldwide conversion of movie theaters from presentation on 35mm film to digital was in its infancy, and the theater served as a digital cinema test site and demonstration portal for the Company’s customers.  By 2009, digital cinema adoption was widespread and the Company no longer needed to use the Pavilion Theatre in this capacity.  The Company’s core business is not operating movie theaters, rather it is to facilitate the conversion of movie theaters to digital and to perform various services surrounding that technology shift, and this led to the decision to sell the Pavilion Theatre. The Company has been in active negotiation with interested buyers who are in the business of operating movie theaters during the last six months and expects to finalize a sale of the Pavilion Theatre by March 31, 2011.  The Company has evaluated the disclosure requirements and concluded that the presentation is appropriate under the accounting guidance.  The Company acknowledges the Staff’s comments and has expanded its disclosure in the Quarterly Report on Form 10-Q filed for the three and six months ended September 30, 2010, filed on November 15, 2010, in accordance with ASC 205-20-50-1.a, as follows for Note 3:

ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

The Pavilion Theatre generates movie theatre admission and concession revenues. Movie theatre admission revenues are recognized on the date of sale, as the related movie is viewed on that date and the Company's performance obligation is met at that time. Concession revenues consist of food and beverage sales and are also recognized on the date of sale. The Pavilion Theatre, while once a digital cinema test site and showcase for digital cinema technology, is no longer needed in that capacity due to

KELLEY DRYE & WARREN LLP

Mr. Stephen Krikorian

November 30, 2010

Page Six

widespread adoption of the technology. Management decided to pursue its sale during the fourth quarter of the year ended March 31, 2010. The Company had preliminary offers from interested buyers and expects a sale to be concluded within a year. Accordingly, the Company classified the Pavilion Theatre as assets held for sale in the quarter ended March 31, 2010 and reported the results of Pavilion Theatre as discontinued operation for the year ended March 31, 2010 and all prior periods.

During the quarter ended September 30, 2010, the Company experienced a reduction in its estimated sales price of the Pavilion Theater as well as decline in its operating performance. Accordingly, the Company recorded an impairment charge of $1,763 and the estimate used to measure the impairment loss is a Level 3 fair value estimate. As of September 30, 2010, there is no goodwill associated with the Pavilion Theatre.

Part III (Incorporated by Reference from the Definitive Proxy Statement filed on July 29, 2010)

Item 11.  Executive Compensation

5.

It appears that you have not provided a discussion of the “measures and goals” used to determine annual incentive awards nor the payout levels of the awards for each of the named executive officers.  We note your statement that you believe that disclosure of the financial goals would result in competitive harm.  Please provide a detailed analysis supporting your conclusion.  In particular, your competitive harm analysis should justify why you do not intend to disclose what appear to be historical financial performance objectives, and it should clearly explain the nexus between disclosure of the performance objectives and the competitive harm that is likely to result from disclosure.  In this regard, specify how disclosing historical financial performance objectives could provide competitors with insight or knowledge about your internal operations such that it would cause a detriment to the company and its shareholders.

RESPONSE:

The "measures and goals" used to determine the Company’s annual incentive plan award levels for the year ended March 31, 2010, and similarly for other years, were based on the achievement of the following goals: divisional, segment and consolidated revenue and Adjusted EBITDA, and consolidated cash levels,

for the year ended March 31, 2010 and such other years.  The goals were weighted differently for each person within the incentive plan, depending on their position within the Company, and award levels were set at a Threshold (minimum) level, Target level, and Maximum level.  In total there were 51 numeric targets contained in the plan.  Such target information is based on non-public information and assumptions of the Company, and if it becomes publicly available, it would (i) allow the Company's competitors, as well as other

KELLEY DRYE & WARREN LLP

Mr. Stephen Krikorian

November 30, 2010

Page Seven

industry professionals, to extrapolate forward looking information about the Company including, without limitation, how the Company measures its success, intends to grow and expects to perform going forward, the process by which the Company determines its trajectory for the future, the divisions in which the Company expects to see success and growth and amount of such growth and (ii) place the Company in a position of publicly disclosing future-looking financial guidance that it ordinarily does not provide but could become obligated to continue providing after such public disclosure.  Lastly, disclosure of such information would alert existing or future vendors and customers to benchmarks and goals of the Company and its executive officers, which would place the Company at a competitive disadvantage when negotiating agreements with such vendors and customers, since the disclosed benchmarks may allow such parties to negotiate knowing the minimum terms the Company could or would have to accept in order to meet their benchmarks.  Accordingly, disclosure of these "measures and goals" would cause the Company economic harm by upsetting the natural competitive balance of power typically present in an arms-length negotiation between two parties and could prohibit the Company from being able to nego

CORRESP
1
filename1.htm

    corresp_1443050.htm

November 19, 2010

Via EDGAR

Mr. Stephen Krikorian

Accounting Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

Cinedigm Digital Cinema Corp.

Form 10-K for the fiscal year ended March 31, 2010

Filed on June 14, 20010

File No. 001-31810

Dear Mr. Krikorian:

On behalf of Cinedigm Digital Cinema Corp. (the “Company”), we acknowledge receipt of your facsimile letter dated November 2, 2010 by the Company.  The Company intends to respond to the letter by November 30, 2010.

Please feel free to contact me directly at (212) 808-7598 if you have any questions.

Sincerely,

/s/ Danielle C. Kersis

Danielle C. Kersis

cc: Adam M. Mizel

     Gary S. Loffredo

November 2, 2010

Mr. Adam M. Mizel Interim Co-Chief Executive Officer  and Chief Financial Officer
Cinedigm Digital Cinema Corp.  55 Madison Avenue, Suite 300 Morristown, NJ  07960
Re: Cinedigm Digital Cinema Corp.
  Form 10-K for the Fiscal Year ended March 31, 2010
Filed June 14, 2010 File No. 001-31810
 Dear Mr. Mizel:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations

Critical Accounting Policies

Goodwill and Intangible Assets, page 33

1. Please consider expanding your disclosures in  your goodwill and intangible assets policy
for the items noted below.

• Percentage by which fair value exceeded carrying value of each  reporting unit as
of the date of the most recent test;
• Discussion of the degree of uncertainty associated with the key assumptions. The
discussion regarding uncertainty should pr ovide specifics to the extent possible

 Mr. Adam M. Mizel
Cinedigm Digital Cinema Corp.  November 2, 2010 Page 2
(e.g., the valuation model assumes recovery from a business downturn within a defined period of time); and

• Description of potential events and/or changes in circumstances that could
reasonably be expected to negativ ely affect the key assumptions.
 Liquidity and Capital Resources, page 41

 2. We note your response to our prior comment  number 7 in your response letter dated
September 5, 2008.  It does not appear that you have enhanced your discussion of the primary drivers in your operat ing activities.  We repeat our prior comment, that, your
discussion of cash used in operating activities appears to be a mere recitation of changes
and other information evident from the fina ncial statements.  Y our disclosures should
focus on the primary drivers of and other ma terial factors necessa ry to provide an
understanding of your cash flows.  In addition, where there has been material variability
in historical cash flows, your discussion should focus on the underlying reasons for the
changes, as well as on their r easonably likely impact on future cash flows.  Tell us what
consideration you gave to providing the di sclosure in accordance with the related
interpretive guidance in Section IV.B of SEC Release No. 33-8350.
 Item 8. Financial Statements and Supplementary Data

 Consolidated Statements of Operations, page F-3

 3. We note your line item, stock-based compensa tion, under costs and expenses.  Tell us
how you considered the guidance in paragraph F of SAB 107.
 Notes to Consolidated Financial Statements

3. Assets Held for Sale and Discontinued Operations, page F-18

4. We note that you present the results of the Pavilion Theatre as discontinued operations
for the fiscal years ended March 31, 2009 and 2010.   Tell us how you considered providing disclosure to discuss the facts a nd circumstances leading to the expected
disposal, and the expected manner and timi ng of the disposal.  Refer to ASC 205-20-50-
1.a.

Part III (Incorporated by Reference from th e Definitive Proxy Statement filed on July 29, 2010)

Item 11. Executive Compensation

5. It appears that you have not pr ovided a discussion of the “m easures and goals” used to
determine annual incentive awards nor the payou t levels of the awards for each of the
named executive officers.  We note your statemen t that you believe that disclosure of the

 Mr. Adam M. Mizel
Cinedigm Digital Cinema Corp.  November 2, 2010 Page 3
financial goals would result in competitive harm.  Please provide a detailed analysis
supporting your conclusion.  In particular, your  competitive harm analysis should justify
why you do not intend to disclose what appear  to be historical financial performance
objectives, and it should clearly explain the nexus between disclosure of the performance
objectives and the competitive ha rm that is likely to result from disclosure.  In this
regard, specify how disclosing historical financial performance obj ectives could provide
competitors with insight or knowledge about your internal operations  such that it would
cause a detriment to the company and its shareholders.
 Item 13. Certain Relationships and Related Transactions

 6. It appears that you have not disclosed any transactions wi th related parties since the
beginning of the company’s last fiscal year as required by Item 404 of Regulation S-K.
In this regard, we note that, in addition to the transactions you list on page F-44, you have
engaged in transactions with Sageview Capita l Master, L.P. in which Sageview is entitled
to nominate two members to your board of direct ors.  In your response letter and in future
filings, explain the material terms of the agr eement that allows for Sageview to nominate
two members to the board.  Tell us what consideration you have given to filing the agreement as an exhibit.
 Exhibits

 7. Please tell us what consideration you have  given to filing any agreements with your
significant customers such as your Studio Agreements which accounted for 56% of your consolidated revenues for the fiscal year ended March 31, 2010.  See Item
601(b)(10)(ii)(B) of Regulation S-K.
 8. It appears that several agreements listed in  the exhibit list were granted confidential
treatment.  Please explain why you have not ma rked the exhibit index to indicate that
portions of the exhibits have been omitt ed pursuant to a request for confidential
treatment.  See Section D.5 of Staff Legal Bu lletin 1A.  We note your response to prior
comment 24 in your letter dated September 5, 20 08 that you would revise future filings to
include references to confidential treatment requests.     We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 Mr. Adam M. Mizel Cinedigm Digital Cinema Corp.  November 2, 2010 Page 4
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact Jan Woo,
Attorney-Advisor, at (202) 551-3453 or Matthe w Crispino, Attorney-Advisor, at (202) 551-3456
with any other questions.  If you need further assistance, you may contact me at (202) 551-3730.

Sincerely,

Stephen Krikorian Accounting Branch Chief

CORRESP
1
filename1.htm

    corresp2_1426324.htm

August 24, 2010

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

Cinedigm Digital Cinema Corp.

Registration Statement on Form S-3, as amended (Registration No. 333-166061)

Dear Sir or Madam:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Cinedigm Digital Cinema Corp., a Delaware corporation (the “Company”), hereby requests that the effectiveness of its Registration Statement on Form S-3, as amended (Registration No. 333-166061) be accelerated so that it will become effective at 9:30 a.m. (eastern time), August 26, 2010, or as soon thereafter as practicable.

The Company hereby acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

CINEDIGM DIGITAL CINEMA CORP.

By:

 /s/ Gary S. Loffredo

Gary S. Loffredo

Senior Vice President-Business Affairs, General Counsel and Secretary

CORRESP
1
filename1.htm

    corresp_1428474.htm

August 12, 2010

Via EDGAR and U.S. Mail

Ms. Barbara C. Jacobs

Assistant Director

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

Cinedigm Digital Cinema Corp.

Amendment No. 1 to Form S-3

Filed June 18, 2010

File No. 333-166061

Dear Ms. Jacobs:

On behalf of Cinedigm Digital Cinema Corp. (the “Company”), set forth below are the Company’s responses to your letter of comment dated August 2, 2010 to Mr. A. Dale Mayo, former 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.  The responses provided below relate to the Company’s Amendment No. 1 to Registration Statement on Form S-3 filed on June 18, 2010 (the “Form S-3”).  Capitalized terms used but not defined herein have the meaning ascribed to them in the Form S-3.

  1.

We note that on July 26, 2010, you entered into a stock purchase agreement with Grassmere Partners related to the sale of 347,222 shares of your Class A common stock.  Please provide us with a detailed analysis regarding why this concurrent offering should not be integrated into your public offering and, specifically, whether your registration statement constituted a general solicitation for purposes of your concurrent offering.  Refer to Securities Act Release No. 8828 (Aug. 20, 2007) and Question 139.25 of our Securities Act Sections Compliance and Disclosure Interpretations.

Ms. Barbara C. Jacobs

August 12, 2010

Page Two

RESPONSE:

The private offering to Grassmere Partners was a separate, privately negotiated transaction that did not originate in any way with the filing of the Form S-3 as a general solicitation.  Grassmere Partners did not become familiar with the Company through the Form S-3.  Peter C. Brown, the Chairman of Grassmere Partners, has worked in various capacities for approximately 20 years in theatrical exhibition and entertainment industry and the Company understands that he was aware of the Company and its role in the industry prior to the filing of the Form S-3 in April 2010.  In fact, the Company was engaged in certain discussions with Mr. Brown in early 2010, prior to the initial filing of the Form S-3. Upon the retirement in June 2010 of A. Dale Mayo as Chief Executive Officer and President of the Company and his announcement that he would retire from the Board of Directors upon the completion of his current term, the Company began seeking candidates for the upcoming board vacancy.  In this capacity, the Company contacted Mr. Brown as a potential nominee for director of the Company.  As the ensuing discussions proceeded, Mr. Brown expressed an interest in making an equity investment, through Grassmere Partners, in the Company.  The Company and Mr. Brown reached agreement regarding such an investment, resulting in the private placement with Grassmere Partners.

The Form S-3 seeks to register the resale by existing securityholders of Company securities.  The Company is not offering to sell any securities directly pursuant to the Form S-3 and will not receive any proceeds from any sales made pursuant to the Form S-3. Even though the initial filing of the Form S-3 preceded the negotiation of the private placement, the Form S-3 was not intended to be, and in fact, as described above, did not serve as, a general solicitation with respect to the private placement. The private placement investor became interested in making the investment in the Company through a means other than the Form S-3 that did not involve a general solicitation.  Grassmere Partners (1) was not identified or contacted through the marketing of the public offering being registered on the Form S-3 and (2) did not independently contact the Company as a result of any general solicitation by means of the Form S-3.  Therefore, in accordance with Securities Act Release No. 8828 (Aug. 20, 2007) and Question 139.25 of the Securities Act Sections Compliance and Disclosure Interpretations, the Company believes that the Form S-3 did not serve as a form of a general solicitation and, accordingly, did not affect the availability of the Section 4(2) exemption from registration under the Securities Act of 1933, as amended, and further believes that the private placement to Grassmere Partners should not be integrated into the public offering being registered on the Form S-3.

2.

We note that Peter C. Brown, the chairman of Grassmere Partners, is named as a nominee for election to your board of directors in your definitive proxy statement filed on July 29, 2010.  Tell us what consideration you gave to disclosing your transaction

Ms. Barbara C. Jacobs

August 12, 2010

Page Three

with Grassmere Partners in your definitive proxy statement.  Refer to Item 13 of Form 10-K and Item 404(a) of Regulation S-K.

RESPONSE:

The transaction with Grassmere was being negotiated concurrently with the finalization of the proxy statement.  The terms of the Grassmere transaction were not settled in time to add language relating thereto into the proxy (which went to press in advance of its filing, posting and distribution to stockholders), as you suggest under Item 404(a) of Regulation S-K (reference is made to Item 7 of Schedule 14A and Item 13 of Form 10-K). Please note that the disclosure required under Item 404(a) was made by the Company in a timely Current Report on Form 8-K filed on July 30, 2010, and that this Form 8-K will be listed for incorporation by reference in the final prospectus filed for the Form S-3.

* * * * * * *

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 S. Loffredo

CORRESP
1
filename1.htm

    corresp_1428087.htm

August 3, 2010

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:  Matthew Crispino

Re:

Withdrawal of Acceleration Request of Cinedigm Digital Cinema Corp.

Registration Statement on Form S-1 (File No. 333-166061)

Ladies and Gentlemen:

Cinedigm Digital Cinema Corp. hereby requests that the Securities and Exchange Commission withdraw its acceleration request dated July 29, 2010.

Thank you for your assistance. If you should have any questions, please contact Carol W. Sherman of Kelley Drye & Warren LLP, counsel to the registrant, by telephone at (212) 808-5038 or by facsimile at (212) 808-7897.

Very truly yours,

Cinedigm Digital Cinema Corp.

By:

 /s/ Brian D. Pflug

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 August 2, 2010

A. Dale Mayo President and CEO Cinedigm Digital Cinema Corp.  55 Madison Avenue, Suite 300 Morristown, NJ  07960
 Re: Cinedigm Digital Cinema Corp.
  Amendment No. 1 to Form S-3
  Filed June 18, 2010   File No. 333- 166061

Dear Mr. Mayo:

We have reviewed your acceleration request dated July 29, 2010 in connection with the
above-referenced registration statement and the current report on Form 8-K filed on July 30, 2010 and we have the following comments.    1. We note that on July 26, 2010, you entered into a stock purchase agreement with Grassmere Partners related to the sale of 347,222 shares of your Class A common stock.  Please provide us with a detailed analysis regarding why this concurrent offering should not be integrated into your public offeri ng and, specifically, whether your registration
statement constituted a general solicitation for purposes of your concurrent offering.  Refer to Securities Act Release No. 8828 (Aug. 10, 2007) and Question 139.25 of our Securities Act Sections Compliance and Disclosure Interpretations.
2. We note that Peter C. Brown, the chairman of Grassmere Partners, is named as a nominee for election to your board of directors in your definitive proxy statement filed on July 29, 2010.  Tell us what consideration you gave to disclosing your transaction with Grassmere Partners in your definitive proxy statement.  Refer to Item 13 of Form 10-K and Item 404(a) of Regulation S-K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
 In responding to our comments, please provide a written statement from the company
acknowledging that:

A. Dale Mayo
Cinedigm Digital Cinema Corp.  August 2, 2010 Page 2
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  If you have any questions regarding these comments, please contact Matthew Crispino at (202) 551-3456.  Should you require further assistan ce, you may contact the undersigned at (202)
551-3462.            S i n c e r e l y ,             M a r k  P .  S h u m a n          B r a n c h  C h i e f -  L e g a l    cc: Via Facsimile: (212) 808-7897

 Carol W. Sherman Esq.  Kelley Drye & Warren LLP

CORRESP
1
filename1.htm

    corresp_1426324.htm

July 29, 2010

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

Cinedigm Digital Cinema Corp.

Registration Statement on Form S-3, as amended (Registration No. 333-166061)

Dear Sir or Madam:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Cinedigm Digital Cinema Corp., a Delaware corporation (the “Company”), hereby requests that the effectiveness of its Registration Statement on Form S-3, as amended (Registration No. 333-166061) be accelerated so that it will become effective at 9:30 a.m. (eastern time), August 3, 2010, or as soon thereafter as practicable.

The Company hereby acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

CINEDIGM DIGITAL CINEMA CORP.

By:

/s/ Brian D. Pflug

Brian D. Pflug

Senior Vice President-Accounting and Finance

Mail Stop 4561
May 7, 2010
 A. Dale Mayo President and CEO Cinedigm Digital Cinema Corp.  55 Madison Avenue, Suite 300 Morristown, NJ  07960
 Re: Cinedigm Digital Cinema Corp.
  Registration Statement on Form S-3
  Filed April 14, 2010   File No. 333- 166061

Dear Mr. Mayo:
  We have limited our review of the above-referenced filing to those issues addressed in our comments below.  Where indicated, we think you should revise your filing 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 detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to
call us at the telephone numbers listed at the end of this letter.  Form S-3

Selling Security Holders, page 24

1. Please disclose the natural person or persons that exercise voting and/or dispositive power over the shares being offered for resale by OCI-Cinedigm, LLC.  Also, we note your disclosure under footnote (c) that Messrs. Gilhuly and Stuart are managing and controlling persons of Sageview MGP.  Please clarify in your disclosure whether Messrs. Gilhuly and Stuart, or other natural persons, exercise voting and dispositive control over the shares being offered for resale by Sageview Capital Master, L.P.

A. Dale Mayo
Cinedigm Digital Cinema Corp.
May 7, 2010 Page 2   Exhibit 5.1

 2. The legality opinion states that the warrants “are duly authorized, validly issued, fully paid and non-assessable.”  Please file a revised legality opinion that opines on whether the warrants are binding obligations.  As the warrants establish contractual commitments to holders of warrants that are similar to indebtedness, counsel's opinion should address whether the warrants are a legal and binding obligation of the company under the state contract law governing the warrant agreements.

* * * * *

As appropriate, please amend your registration statement in response to these
comments.  Your responsive amendment should also include a marked copy of the amended filing that conforms with the provisions of Rule  310 of Regulation S-T.  Marked copies such
as those in HTML format that show changes within paragraphs help us to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all the facts relating to a company’s disclosure, they are responsible for the accuracy and adequately of the disclosures they have made.   Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
• the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

A. Dale Mayo
Cinedigm Digital Cinema Corp.  May 7, 2010 Page 3
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.     We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
 We direct your attention to Rule 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.   If you have any questions regarding these comments, please contact Matthew Crispino at (202) 551-3456.  Should you require further a ssistance, you may contact the undersigned at
(202) 551-3735.            S i n c e r e l y ,             B a r b a r a  C .  J a c o b s          A s s i s t a n t  D i r e c t o r    cc: Via Facsimile: (212) 808-7897

 Jonathan K. Cooperman, Esq.  Kelley Drye & Warren LLP

CORRESP
1
filename1.htm

    corresp_1415247.htm

June 18, 2010

Via EDGAR and U.S. Mail

Ms. Barbara C. Jacobs

Assistant Director

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

Cinedigm Digital Cinema Corp.

Registration Statement on Form S-3

Filed April 14, 2010

File No. 333-166061

Dear Ms. Jacobs:

On behalf of Cinedigm Digital Cinema Corp. (the “Company”), set forth below are the Company’s responses to your letter of comment dated May 7, 2010 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.  The responses provided below relate to the Company’s Registration Statement on Form S-3 filed on April 14, 2010 (the “Form S-3”).  Capitalized terms used but not defined herein have the meaning ascribed to them in the Form S-3.

Selling Security Holders, page 24

1.

Please disclose the natural person or persons that exercise voting and/or dispositive power over the shares being offered for resale by OCI-Cinedigm, LLC.  Also, we note your disclosure under footnote (c) that Messrs. Gilhuly and Stuart are managing and controlling persons of Sageview MGP.  Please clarify in your disclosure whether Messrs. Gilhuly and Stuart, or other natural persons, exercise voting and dispositive control over the shares being offered for resale by Sageview Capital Master, L.P.

KELLEY DRYE & WARREN LLP

Ms. Barbara C. Jacobs

June 18, 2010

Page Two

 RESPONSE:

The Form S-3 has been revised as requested.

Exhibit 5.1

2.

The legality opinion states that the warrants “are duly authorized, validly issued, fully paid and non-assessable.”  Please file a revised legality opinion that opines on whether the warrants are binding obligations.  As the warrants establish contractual commitments to holders of warrants that are similar to indebtedness, counsel’s opinion should address whether the warrants are a legal and binding obligation of the company under the state contract law governing the warrant agreements.

RESPONSE:

We are filing a revised opinion with the amended Form S-3 being filed concurrently with this letter.

                         * * * * * * *

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:           A. Dale Mayo

Gary S. Loffredo

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 4561

 July 28, 2009

A. Dale Mayo
Chief Executive Officer Access Integrated Technologies, Inc. 55 Madison Avenue, Suite 300 Morristown, NJ 07960

 Re: Access Integrated Technologies, Inc.
  Revised Preliminary Proxy Statement on Schedule 14A    Filed July 24, 2009   File No. 000-51910

Dear Mr. Mayo:

We have completed our review of the above-referenced filing and have no further
comments at this time.

Sincerely,

Maryse Mills-Apenteng Special Counsel
cc:  Via facsimile (973) 290-0081

 Gary Loffredo, Esq.

CORRESP
1
filename1.htm

    corresp_1366666.htm

July 27, 2009

Via EDGAR and U.S. Mail

Ms. Maryse Mills-Apenteng

Special Counsel

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

Access Integrated Technologies, Inc

Preliminary Proxy Statement on Schedule 14A

Filed July 14, 2009

File No. 000-51910

Dear Ms. Mills-Apenteng:

On July 24, 2009, we filed, on behalf of Access Integrated Technologies, Inc. d/b/a Cinedigm Digital Cinema Corp. (the “Company”), responses to your letter of comment dated July 23, 2009 to Mr. A. Dale Mayo, President and Chief Executive Officer of the Company.  The purpose
of this letter is to correct an inadvertently incorrect number contained in the response to comment 1. For your convenience, your comment 1 and the corrected response appear below.

Proposal Three

1.

Please revise your filing to disclose the number of shares of Class A Common Stock you are asking shareholders to authorize for issuance in connection with the payment of interest on your 2007 Senior Notes.  Refer to Item 11(a) of Schedule 14A.

RESPONSE:

The Proxy has been revised to reflect that stockholders will be asked to authorize an additional 500,000 shares of Class A Common Stock for issuance in connection with the payment of interest on the Company’s 2007 Senior Notes.  All related blanks have been completed.

Ms. Maryse Mills-Apenteng

July 27, 2009

Page Two

* * * * * * *

We believe 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:   A. Dale Mayo

        Gary S. Loffredo

CORRESP
1
filename1.htm

    corresp_1366224.htm

July 24, 2009

Via EDGAR and U.S. Mail

Ms. Maryse Mills-Apenteng

Special Counsel

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

Access Integrated Technologies, Inc

Preliminary Proxy Statement on Schedule 14A

Filed July 14, 2009

File No. 000-51910

Dear Ms. Mills-Apenteng:

On behalf of Access Integrated Technologies, Inc. d/b/a Cinedigm Digital Cinema Corp. (the “Company”), set forth below are the Company’s responses to your letter of comment dated July 23, 2009 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.  The responses provided below relate to the Company’s Preliminary Proxy Statement on Schedule 14A filed on July 14, 2009 (the “Proxy”).

Proposal Three

1.

Please revise your filing to disclose the number of shares of Class A Common Stock you are asking shareholders to authorize for issuance in connection with the payment of interest on your 2007 Senior Notes.  Refer to Item 11(a) of Schedule 14A.

RESPONSE:

The Proxy has been revised to reflect that stockholders will be asked to authorize an additional 4,000,000 shares of Class A Common Stock for issuance in connection with the payment of interest on the Company’s 2007 Senior Notes.  All related blanks have been completed.

Ms. Maryse Mills-Apenteng

July 24, 2009

Page Two

2.

Please revise your disclosure to include all the information required by Item 11 of Schedule 14A including, but not limited to, how the number of shares of Class A Common Stock issuable as “Interest Shares” and “Additional Interest Shares” is to be calculated and a discussion of the dilutive effect of the issuance of
additional shares of Class A Common Stock upon your existing shareholders.

RESPONSE:

The disclosure has been revised as requested, including a more detailed description of the formulas used in calculating the numbers of shares to be issued as well as a cross reference to the actual formulas in the relevant exhibit on file with the Commission.  The Company believes that all the information required by Item 11 of Schedule
14A is reflected in Proposal Three.

3.

Please tell us whether you presently have any plans, proposals or arrangements to issue any of the newly available authorized shares of Class A Common Stock, other than in connection with the payment of interest on your 2007 Senior Notes.  If you do not, please disclose under proposal three that you have no such plans, proposals,
or arrangements, written or otherwise, at this time to issue any of the additional authorized shares.

RESPONSE:

The Company does not have any plans, proposals or arrangements to issue any of the newly available authorized shares of Class A Common Stock other than in connection with the payment of interest on the 2007 Senior Notes, and has revised Proposal Three to include a statement to that effect.

4.

Please refer to Securities Exchange Act Release No. 34-15230 and discuss the possible anti-takeover effects of the increase in authorized shares of Class A Common Stock that could result from proposal three.  Inform holders that management might use the additional shares to resist or frustrate a third-party transaction by, for example,
diluting the stock ownership of persons seeking control of the company.

Ms. Maryse Mills-Apenteng

July 24, 2009

Page Three

RESPONSE:

The Company is not seeking authorization of additional shares of Class A Common Stock in connection with interest payments on the 2007 Senior Notes for purposes of establishing an anti-takeover device; however, the requested disclosure has been made.

Proposal Four

5.

We note that the 2000 Equity Incentive Plan provides for the granting of Class A Common Stock, restricted Class A Common Stock, stock appreciation rights, restricted stock units and performance awards.  Please tell us whether you have any specific plans, proposals or arrangements to grant securities under the 2000 Equity Incentive
Plan.

RESPONSE:

The Company does not have any specific plans, proposals or arrangements to grant securities under the 2000 Equity Incentive Plan.  The authorization of additional shares of Class A Common Stock being sought for issuance under the Plan is for general future use.

      Accompanying this letter is a statement from the Company containing the required acknowledgements referenced in page 3 of your letter of comment.

* * * * * * *

      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:       A. Dale Mayo

    Gary S. Loffredo

July 24, 2009

Via EDGAR and U.S. Mail

Ms. Maryse Mills-Apenteng

Special Counsel

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

Access Integrated Technologies, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed on July 14, 2009

File No. 000-51910

Dear Ms. Mills-Apenteng:

In connection with a response being submitted contemporaneously herewith on behalf of Access Integrated Technologies, Inc. (“AccessIT” or the “Company”) by Kelley Drye & Warren LLP setting forth the Company’s responses to your letter of comment dated July 23, 2009 to Mr. A. Dale Mayo, President and Chief Executive
Officer of the Company, please find below the representations you have requested on page 3.

We acknowledge that:

    ·

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ·

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ·

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ Brian D. Pflug

Brian D. Pflug

Senior Vice President - Accounting and Finance

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Mail Stop 4561

 July 23, 2009

A. Dale Mayo
Chief Executive Officer Access Integrated Technologies, Inc. 55 Madison Avenue, Suite 300 Morristown, NJ 07960

 Re: Access Integrated Technologies, Inc.
  Preliminary Proxy Statement on Schedule 14A    Filed July 14, 2009   File No. 000-51910

Dear Mr. Mayo:

This is to advise you that we have limited our review of the above filing to the
matters addressed in the comments below.  After reviewing your response, we may or
may not raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Proposal Three

1. Please revise your filing to disclose the number of shares of Class A Common Stock you are asking shareholders to authorize for issuance in connection with the payment of interest on your 2007 Senior Notes.  Refer to Item 11(a) of Schedule 14A.
 2. Please revise your disclosure to include all the information required by Item 11 of Schedule 14A including, but not limited to, how the number of shares of Class A Common Stock issuable as “Interest Shares” and “Additional Interest Shares” is to be calculated and a discussion of the dilutive effect of the issuance of additional shares of Class A Common Stock upon your existing shareholders.

A. Dale Mayo
Access Integrated Technologies, Inc.
July 23, 2009 Page 2  3. Please tell us whether you presently have any plans, proposals or arrangements to issue any of the newly available authorized shares of Class A Common Stock, other than in connection with the payment of interest on your 2007 Senior Notes.  If you do not, please disclose under proposal three that you have no such plans, proposals, or arrangements, written or otherwise, at this time to issue any of the additional authorized shares.
 4. Please refer to Securities Exchange Act Release No. 34-15230 and discuss the possible anti-takeover effects of the increase in authorized shares of Class A Common Stock that could result from proposal three.  Inform holders that management might use the additional shares to resist or frustrate a third-party transaction by, for example, diluting the stock ownership of persons seeking control of the company.
 Proposal Four

 5. We note that the 2000 Equity Incentive Plan provides for the granting of Class A Common Stock, restricted Class A Comm on Stock, stock appreciation rights,
restricted stock units and performance awards.  Please tell us whether you have any specific plans, proposals or arrangements to grant securities under the 2000 Equity Incentive Plan.

*              *              *              *

As appropriate, please amend your filing and respond to these comments within
10 business days.  You should provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendments and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information required under the Exchange Act and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

A. Dale Mayo
Access Integrated Technologies, Inc. July 23, 2009 Page 3
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
 ƒ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
ƒ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
ƒ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
 Please direct any questions or comments to Michael F. Johnson at (202) 551-3477
or to the undersigned at (202) 551-3457.  You may also contact the Assistant Director,
Barbara C. Jacobs, if you thereafter have any other questions.
 Sincerely,

Maryse Mills-Apenteng Special Counsel
cc:  Via facsimile (973) 290-0081

 Gary Loffredo, Esq.

CORRESP
1
filename1.htm

    corresp_1348177.htm

    April 20,
2009

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549

              Re:

              Access
      Integrated Technologies, Inc.

              Registration Statement
      on Form S-3, as amended (Registration No.
    333-153467)

    Dear Sir
or Madam:

    Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of
1933, as amended, Access Integrated Technologies, Inc., a Delaware corporation,
d/b/a Cinedigm Digital Cinema
Corp. (the “Company”), hereby requests that the effectiveness of its
Registration Statement on Form S-3, as amended (Registration No. 333-153467) be
accelerated so that it will become effective at 11:00 a.m. (eastern time), April
22, 2009, or as soon thereafter as practicable.

      The
Company hereby acknowledges that:

                  ·

                  should
      the Commission or the staff, acting pursuant to delegated authority,
      declare the filing effective, it does not foreclose the Commission from
      taking any action with respect to the filing;

                  ·

                  the
      action of the Commission or the staff, acting pursuant to delegated
      authority, in declaring the filing effective, does not relieve the Company
      from its full responsibility for the adequacy and accuracy of the
      disclosure in the filing; and

                  ·

                  the
      Company may not assert staff comments and the declaration of effectiveness
      as a defense in any proceeding initiated by the Commission or any person
      under the federal securities laws of the United
  States.

                Very
      truly yours,

                ACCESS
      INTEGRATED TECHNOLOGIES, INC.

                By:

                /s/
      Gary S. Loffredo

                Gary
      S. Loffredo, Esq.

                Senior
      Vice President-Business Affairs

                General
      Counsel and Secretary

      55
Madison Avenue - Suite 300 - Morristown, New Jersey 07960

      Tel:
(973) 290-0080 - Fax: (973) 290-0081 -
www.cinedigm.com

Mail Stop 4561         A p r i l  1 6 ,  2 0 0 9   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-K for the fiscal year ended March 31, 2008
Filed on June 16, 2008 Form 10-Q for the quarterly p eriod ended December 31, 2008
Filed on February 9, 2009
 File No.  000-51910

Dear Mr. Mayo:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time on the specific issues raised.

Stephen Krikorian Accounting Branch Chief

CORRESP
1
filename1.htm

    corresp_1343610.htm

      March 25,
2009

      Via
EDGAR and U.S. Mail

      Mr.
Stephen Krikorian

      Assistant
Director

      United
States Securities and Exchange Commission

      100 F
Street, N.E.

      Washington,
D.C.  20549

                Re:

                Access
      Integrated Technologies, Inc

                Form
      10-Q for the quarterly period ended December 31, 2008

                Filed
      on February 9, 2009

                File
      No. 000-51910

      Dear Mr.
Krikorian:

      On behalf of Access Integrated
Technologies, Inc. d/b/a Cinedigm Digital Cinema Corp. (the “Company”), set
forth below are the Company’s responses to your letter of comment dated March
11, 2009 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.  The responses provided below
relate to the Company’s Quarterly Report on Form 10-Q for the quarterly period
ended December 31, 2008 filed on February 9, 2009 (the “Form
10-Q”).

      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 impairment charge is necessary for the AccessIT
      SW, The Pavilion Theatre and The
Bigger

              Mr.
Stephen Krikorian

              March 25,
2009

              Page
Two

                Picture
      reporting units.  In addition, enhanced disclosures that show the
      amount of goodwill allocated to each reporting unit would provide useful
      information to investors.

                RESPONSE:

      The table
below summarizes goodwill by reporting unit and the impairment charges recorded
as of December 31, 2008:  Please note that the Company recorded
goodwill impairments charges to its USM, Pavilion Theatre and Bigger Picture
reporting units.

      (In
thousands)

                      Reporting
      Unit

                      Goodwill
      at

                      September
      30,

                      2008

                      Impairment

                      Charge

                      Goodwill
      at

                      December
      31,

                      2008

                      USM

                    $
                    4,401

                    (4,401
                    )

                    $
                    -

                      Pavilion
      Theatre

                    3,723

                    (1,960
                    )

                    1,763

                      Bigger
      Picture

                    1,733

                    (164
                    )

                    1,569

                      Software

                    4,197

                    -

                    4,197

                      Other*

                    495

                    -

                    495

                      Total

                    14,549

                    6,525

                    8,024

      *
Represents goodwill from three small acquisitions.

      The
impairment charge recorded to the USM reporting unit was driven primarily by a
recent downturn in in-theatre advertising sales due to deterioration in overall
economic conditions and how this impacts future operating trends resulting
in a reduction in the forecasted discounted cash flows.  The decline
in the valuation of the peer companies in this sector was also a factor in the
fair value calculation and supports the Company’s observations of the overall
economic conditions.

      During
the third quarter of fiscal 2009, the Company revised the revenue projections
for the Pavilion Theatre reporting unit based on the impact on forecasted
operations due to current recessionary trends and its current business model
within the Company.  This revision resulted in a decreased estimated
fair value for this reporting unit.  Declines in the valuations of the
designated peer group companies for this reporting unit were also a factor in
the fair value calculation.

      The
Bigger Picture reporting unit is distributing increasing amounts of live and
pre-recorded 2D and 3D content, including independent movies and alternative
content to digitally-equipped locations.  As the nationwide (and
worldwide) conversion of theatres to digital quickens, the Company expects this
reporting unit to benefit as a result, as theatre owners for the first time can
use their screens for content other than traditional feature movies. In
particular, the Company is deploying an exclusive new product, Cinelive, into
theatres which allows

            Mr.
Stephen Krikorian

            March 25,
2009

            Page
Three

      exhibitors
to display live 3D content such as concerts and sporting events.  In
2008, the Bigger Picture reporting unit distributed only a fraction of the
expected content and digital screens that will be reasonably available over the
next five years. However, the Bigger Picture’s historical results to date have
been below expectations and the Company revised forecasts of revenue growth and
margins lower to reflect what it anticipates to be a competitive landscape in
the provision of alternative content.  This, overall recessional
trends and its impact on future operations, resulted in a decrease of estimated
fair value for this reporting unit and an impairment charge in the December 31,
2008 quarterly period. A decline in the valuations of the designated peer group
companies for this reporting unit was also a factor in the fair value
calculation.

      The
Software reporting unit, like The Bigger Picture, is a beneficiary of the
theatre industry’s conversion to digital exhibition of movies and
content.  The Software reporting unit produces the only currently
viable product for theatre owners to manage their digital systems (the Theatre
Command Center), in addition to providing other software products to the movie
distribution and exhibition industry.  The Theatre Command Center
(TCC) was successfully installed in theatres having 3,723 screens during the
Company’s Phase I rollout.  In addition, the Company has contracts for
Phase II deployments (started December 2008) of the TCC with exhibitors, the
rate of which was used to estimate the fair value of the reporting
unit.   The Software reporting unit also produces other products
for the distribution and exhibition market and continued sales of those products
are expected to continue, consistent with historical
trends.  Accordingly, the estimated fair value of that reporting unit
exceeds its carrying value at December 31, 2008 and no impairment charge was
recorded.

      The
Company expects to add the following disclosure, pursuant to the provisions of
paragraph 47(a) of SFAS 142, in the Company’s Annual Report on Form 10-K for the
fiscal year ending March 31, 2009, keeping in mind that we are using the results
of the December 31, 2008 quarter ended impairment analysis and will update our
analysis at year end.

      The
changes in the carrying amount of goodwill for the year ended March 31, 2009 are
as follows (in thousands):

                                  Balance
      at March 31, 2008

                                $
                                14,549

                                      Goodwill
      impairment-USM

                                (4,401
                                )

                                      Goodwill
      impairment - Pavilion

                                (1,960
                                )

                                      Goodwill
      impairment-The Bigger Picture

                                (164

                                )

                                  Balance
      at March 31, 2009*

                                $
                                8,024

      *For
purposes of this response, we are using December 31, 2008 impairment
charges.

      The
impairment charges were recorded as of December 31, 2008 following a period of
decline in the Company’s market capitalization and overall negative economic
conditions.  Declines were noted in the market valuations of
designated peer group companies of each of the above reporting units and were a
significant factor in the resulting impairment
charges.  The

            Mr.
Stephen Krikorian

            March 25,
2009

            Page
Four

      impairment
charge recorded to the USM reporting unit was further impacted by a recent
downturn in in-theatre advertising sales due to deterioration in overall
economic conditions and a resulting reduction in the forecasted discounted cash
flows.  The impairment charge recorded for the Pavilion Theatre
reporting unit was impacted by revised revenue estimates to better
align its forecasted operations due to current recessionary trends and its
current business model within the Company.  Also, Bigger Picture
reporting unit’s near term forecasts were revised to reflect what is anticipated
to be a competitive landscape for the provision of alternative content, however
offset by expected rapid digital screen count growth and alternative content
availability.  The impairment tests did not reveal any impairment
noted in the remaining goodwill reporting units, primarily Software, due to
historical and expected sales of software products to the theatrical market,
primarily to support the digital cinema rollout.

                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.  Describe 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.

      RESPONSE:

      To
determine the overall enterprise value, the Company used the Business Enterprise
Value (“BEV”), of the Company based on its market capitalization plus the fair
value of the Company’s debt at December 31, 2008.  The Company
determined that the overall enterprise value was reasonable by first computing
the fair value of each of the four goodwill reporting units, in the impairment
testing as of December 31, 2008, and then computing the implied fair value of
the non-goodwill reporting units as the difference between the overall
enterprise value of the Company, and the goodwill reporting units’ calculated
fair value.  The Company then assessed the reasonableness of the
implied fair value of the non-goodwill reporting units using market comparisons
of revenue and EBITDA multiples from a representative sample of comparable
public companies in similar industries and where applicable, similar
size.  Based on the results of this comparison, the Company determined
the implied fair value of the non-goodwill reporting units, and therefore the
overall BEV of the Company, was considered reasonable.  Based on this
calculation, at December 31, 2008, the Company’s BEV was determined to be $243.0
million; the fair value of the goodwill reporting units was estimated to be
$30.6 million, and the resulting value of $212.4 million represents the implied
fair value of the non-goodwill reporting units.    The BEV
of $243.0 million consists of the Company’s December 31, 2008 market
capitalization of $10.3 million plus the fair value of the Company’s debt of
$232.7 million.

      The
Company estimated the fair value of its long-term debt in accordance with SFAS
No.107, SFAS No. 157 and FASB Concepts Statement No. 7.  The majority
of the Company’s debt is

            Mr.
Stephen Krikorian

            March 25,
2009

            Page
Five

      variable
rate, as shown in the table below.  Based on the calculations, the
total fair value of the Company’s debt is $232.7 million.

                            (in millions)

                            Carrying Value

                            Fair Value

                            Variable
      Rate Debt

                            $191.6

                            $172.3

                            Fixed
      Rate Debt

                            $  65.5

                            $  60.4

                            Total

                            $257.1

                            $232.7

      Because
of unprecedented market conditions in the current global economy, the Company
considers that although the Company’s variable rate debt is designed to reflect
current overall market interest rates, it may not fully reflect the market
conditions in today’s economy.  The Company estimated the fair value
of its debt considering the Company’s current credit profile, current market
conditions (primarily the recessional condition prevalent in the global economy)
and current market interest rates for arrangements with similar terms and
conditions  Once the Company determined the estimated fair value of
the underlying debt using the aforementioned assumptions, it determined the
future cash flows of each arrangement based on their current contractual terms
then discounted those future cash flows using current estimated market rates and
conditions to determine the present value at December 31, 2008.  Using
the fair value of debt, the Company has concluded that its overall BEV appears
reasonable using approach described above.

      At
December 31, 2008, the Company is a party to an interest rate swap arrangement
which it entered into to limit its exposure on the variable rate debt due to
adverse interest rate changes.  The swap agreement expires in August
2010, at which time we anticipate entering into a new swap agreement, since the
term of the variable rate debt continues to August 2013. The fair value of the
instrument at December 31, 2008 was a liability to the Company of $3.8 million,
based on forecasts of interest rates over the remainder of the swap
term.  Changes in the fair value swap agreement are recorded to the
Company’s financial statements pursuant to the provisions of SFAS No.
133.  Pursuant to paragraph 13A of FAS 107, the Company did not
consider the fair value of the interest rate swap when determining the fair
value of the variable rate debt.

      In
accordance with paragraph 10 of SFAS 107, the Company will disclose the
estimated fair values  of its long-term debt above, and the methods
and assumptions used in the estimate, as noted above, in the Company’s report on
Form 10-K for the year ending March 31, 2009 (please see response to item no. 4
below).

                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

            Mr.
Stephen Krikorian

            March 25,
2009

            Page
Six

                totals
      to overall enterprise value.  Indicate how your valuations of

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

CORRESP
1
filename1.htm

    corresp_1332572.htm

    February
9, 2009

    Via
EDGAR and U.S. Mail

    Mr.
Stephen Krikorian

    Assistant
Director

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

                Re:

                Access
      Integrated Technologies, Inc

                Form
      1O-Q for the quarterly period ended September 30, 2008

                Filed
      on November 07, 2008

                File
      No. 000-51910

      Dear Mr.
Krikorian:

      On behalf of Access Integrated Technologies, Inc. d/b/a
Cinedigm Digital Cinema Corp. (the “Company”), set forth below are the Company’s
responses to your letter of comment dated December 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.  The responses provided below relate to the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008
filed on November 7, 2008 (the “Form 10-Q”).

            Mr.
Stephen Krikorian

            Febrary 9, 2009

            Page Two

      Form 10-Q
for the quarterly period ended September 30, 2008

      Cover Page,
page 1

                1.

                Please
      clarify why you have checked the “accelerated filer” box on the cover page
      of your most recent Form 10-Q.

                RESPONSE:

      As of the
March 31, 2008 fiscal year end, the Company was an accelerated
filer.  As permitted, the Company made a determination at the end of
its second fiscal quarter ending September 30, 2008, that it qualified to exit
accelerated filer status after its fiscal year end on March 31, 2009 unless it
should again qualify as an accelerated filer in the future. However, Rule
12(b)(2) promulgated by the Commission under the Securities Exchange Act of
1934, as amended, requires that the Company continue to check the “accelerated
filer” box for the ongoing fiscal year and will file as a non-accelerated filer
and will no longer check the “accelerated filer” box after its fiscal year end
on March 31, 2009.

      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.  Discuss the reasons why you believe your stock price and
      market capitalization have declined. Describe your policy for evaluating
      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.

      RESPONSE:

      In light
of the continued decline in our market capitalization from September 30, 2008 to
December 31, 2008, caused by the depressed economic conditions, negative
investor sentiment, investor concern regarding the amount of indebtedness the
Company has incurred to fund the purchase of our digital cinema equipment, and
possible further dilution of existing equity holders , we believe this
represents a triggering event for an

            Mr.
Stephen Krikorian

            Febrary 9, 2009

            Page Three

      assessment
of goodwill impairment.  We have assessed the fair value of each
reporting unit as of December 31, 2008 and compared the fair value of the
reporting units to their respective carrying values.

      The
factors that have contributed to the decline in our stock price have been
considered in our discounted  cash flow projections.

      While the
Company has not changed its fundamental business strategy, we realize the
current lack of capital and financing sources and the overall depressed market
conditions, have delayed execution of some of our strategic plans, such as the
large scale deployment of additional digital cinema equipment, These market
conditions have also diminished the market multiples of our comparable peer
companies, discussed in more detail in response #3.  As a result of
our goodwill impairment tests as of December 31, 2008, we have recorded goodwill
impairment charges of $6.5 million, or approximately 45% of the total goodwill
that existed on the Company’s consolidated balance sheet as of March 31,
2008.

      The
Company’s management and board of directors will continue to evaluate the
drivers of future stock price declines and how and what those declines represent
to our business strategy and discounted cash flow projections.

                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
      and explain why only four reporting 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 capitalization within your analysis of determining the fair
      value of your reporting units.  Explain why you believe the
      market capitalization can not be directly correlated or reconciled to the
      “aggregate” fair value of your reporting
units.

      RESPONSE:

      The
Company derives the fair value of each reporting unit by weighting an income
approach (discounted cash flow) and a market approach.  The discounted
cash flow approach uses annual forecasts that extend five years into the future,
with a terminal value applied, while the market approach considers the revenue
and EBITDA multiples of peer comparable companies, and applies those median
multiples to the reporting units.

            Mr.
Stephen Krikorian

            Febrary 9, 2009

            Page Four

      The
median multiples are adjusted for relative factors including size, profitability
and growth.  The income approach is weighted 60% to 70% and
the market approach is weighted 40% to 30% to derive the fair value of the
reporting unit.  The weightings are evaluated each time a
goodwill impairment assessment is performed and give consideration to the
relative reliability of each approach at that time.

      The
discounted cash flows consider assumptions related to our strategic plans,
market conditions and market valuations.  The market approach
considers individual peer companies who display reasonably similar operating and
economic characteristics of the reporting unit and uses multiples of revenue and
earnings before income taxes, depreciation and amortization
expense.

      The
Company determines its reporting units based on the criteria in FAS 142,
“Accounting for Goodwill and Other Intangible Assets” (“FAS
142”).  Three out of the four reporting units aggregate 100% of our
content and entertainment reportable segment and the fourth reporting unit is a
component of our Media Services reportable segment. These reporting units
contain goodwill and other identifiable intangible assets as a result of
previous business acquisitions. We applied the reporting unit criteria in FAS
142 to the components of the operating segments to determine if reporting units
should be identified one level below the operating segments. We concluded that
our goodwill reporting units identified meet the following criteria in FAS 142:
1) constitutes a business as defined under EITF 98-3, “Determining Whether a
Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business
Abstract”; 2) has discrete financial information available,  and 3)
operating results are reviewed by segment managers.  The aggregated
revenues of these four goodwill reporting units represent approximately 30% of
our consolidated revenues for the period ended December 31,
2008.   The Company’s remaining operations are derived from
“virtual print fees” earned from the Hollywood studios through the Company’s
Christie/AIX unit (60%) and the delivery of movies and other content into
theaters and other venues is through the Company’s Digital Media Services Unit
(7%).

        In our
previous comment, we believed that since our goodwill reporting
units comprised less than one-third of our consolidated revenues, we did
not initially consider the market capitalization of the Company in our goodwill
impairment tests; therefore, we stated that our overall market capitalization
could not be correlated or reconciled to the reporting units.  As a
method of allocating fair value to our reporting units not subject to FAS 142,
we, calculated the Company’s business enterprise value as the  market
capitalization as of December 31, 2008 plus our interest bearing debt
outstanding. Because the Company’s capital structure includes significant debt
financing, we believe the business enterprise

            Mr.
Stephen Krikorian

            Febrary 9, 2009

            Page Five

value more accurately captures the Company’s total value
then market capitalization alone for purposes of allocating fair value. As
discussed in response #2, we have taken an impairment charge under FAS 142 based
on our discounted cash flows and market multiples.   We compared
the implied fair value of our remaining reporting units not subject to FAS 142
to market multiples of peer companies, selected in the  same way as we
did market multiples for our goodwill reporting units, and determined that the
overall business enterprise value of the Company is reasonable

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

                4.

                Tell
      us your consideration of providing disclosures in your critical accounting
      policies to fully describe the estimates and assumptions included in your
      assessment and evaluation of goodwill impairment.  In this
      respect, you should consider providing disclosures that serve 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 estimates 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.

      RESPONSE:

      The
Company has made the following disclosure in its Form 10-Q for the period ended
December 31, 2008:

      The
carrying value of goodwill and other intangible assets with indefinite lives are
reviewed for possible impairment in accordance with SFAS No. 142 “Goodwill and
Other Intangible Assets” (“SFAS No. 142”).   SFAS No. 142
addresses the recognition and measurement of goodwill and other intangible
assets subsequent to their acquisition.  The Company tests its
goodwill for impairment annually and in interim periods if certain events occur
indicating that the carrying value of goodwill may be impaired. The Company
reviews possible impairment of finite lived intangible assets in accordance with
SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”.
The

            Mr.
Stephen Krikorian

            Febrary 9, 2009

            Page Six

      Company
records goodwill and intangible assets resulting from past business
combinations.

      The
Company’s process of evaluating goodwill for impairment involves the
determination of fair value of its four goodwill reporting units: AccessIT SW,
The Pavilion Theatre, USM and The Bigger Picture.  Identification of
reporting units is based on the criteria contained in SFAS No.
142.  The Company normally conducts its annual goodwill impairment
analysis during the fourth quarter of each fiscal year, measured as of March 31,
unless triggering events occur which require goodwill to be tested as of an
interim date.  As discussed further below, the Company concluded that
one or more triggering events had occurred during the three months ended
December 31, 2008 and conducted impairment tests as of December 31,
2008.

      Inherent
in the fair value determination for each reporting unit are certain judgments
and estimates relating to future cash flows, including management’s
interpretation of current economic indicators and market conditions, and
assumptions about the Company’s strategic plans with regard to its operations.
To the extent additional information arises, market conditions change or the
Company’s strategies change, it is possible that the conclusion regarding
whether the remaining goodwill is impaired could change and result in future
goodwill impairment charges that will have in a material effect on the Company’s
consolidated financial position or results of operations.

      The
discounted cash flow methodology establishes fair value by estimating the
present value of the projected future cash flows to be generated from the
reporting unit. The discount rate applied to the projected future cash flows to
arrive at the present value is intended to reflect all risks of ownership and
the associated risks of realizing the stream of projected future cash
flows.  The discounted cash flow methodology uses our projections of
financial performance for a five-year period.  The most significant
assumptions used in the discounted cash flow methodology are the discount rate,
the terminal value and expected future revenues and gross margins, which vary
among reporting units. The discount rates utilized as of the December 31, 2008
testing date range from 16.0% - 27.5% based on the estimated market
participant weighted average cost of capital (“WACC”) for each unit.
The market participant based WACC for each unit gives consideration to factors
including, but not limited to, capital structure, historic and projected
financial performance, and size.

      The
market multiple methodology establishes fair value by comparing the reporting
unit to other companies that are similar, from an operational or industry
standpoint and considers the risk characteristics in order to determine the risk
profile relative to the

            Mr.
Stephen Krikorian

            Febrary 9,
2009

            Page Seven

        comparable
companies as a group.  The most significant assumptions are the market
multiplies and the control premium. The Company has elected not
to apply a control premium to the fair value conclusions for the purposes of
impairment testing.

      The
Company then assigns a weighting to the discounted cash flows and market
multiple methodologies to derive the fair value of the reporting
unit.  The income approach is weighted 60% to 70% and the
market approach 40% to 30% to derive the fair value of the reporting
unit.  The weigh

CORRESP
1
filename1.htm

    corresp_1328514.htm

                                                                                                                           January
8, 2009

    Via
EDGAR

    Mr.
Stephen Krikorian

    Accounting
Branch Chief

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

              Re:

              Access
      Integrated Technologies, Inc.

              Form
      10-Q for the quarterly period ended September 30,
  2008

                Filed
      on November 7, 2008

              File No.
      000-51910

    Dear Mr.
Krikorian:

    On behalf
of Access Integrated Technologies, Inc. (the “Company”), we acknowledge receipt
of your facsimile letter dated December 23, 2008 by the Company.  The
Company intends to respond to the letter by January 30, 2009.

      Please
feel free to contact me directly at (212) 808-7934 if you have any
questions.

               Sincerely,

                /s/ Jennifer L. Wong

               Jennifer L.
      Wong

              cc:

              Gary
      Loffredo

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

CORRESP
1
filename1.htm

    corresp_1317988.htm

    November
21, 2008

    Via
EDGAR and U.S. Mail

    Mr.
Stephen Krikorian

    Assistant
Director

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

                    Re:

                    Access
      Integrated Technologies, Inc.

                    Form
      10-K for the fiscal year ended March 31, 2008

                    Filed
      on June 16, 2008

                    Form
      10-Q for the quarterly period ended September 30, 2008

                    Filed
      on August 11, 2008

                    File
      No. 000-51910

    Dear Mr.
Krikorian:

    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 November 10, 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.  The responses provided below relate to the Company’s Annual
Report on Form 10-K for the fiscal year ended March 31, 2008 filed on June 16,
2008 and subsequently amended on June 26, 2008 and September 11, 2008 (the “Form
10-K”), and the Company’s Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2008 filed on August 11, 2008 (the “Form 10-Q”), as
applicable.

      Mr.
Stephen Krikorian

      November
21, 2008

      Page
Two

    Form 10-K for the fiscal
year ended March 31, 2008

    General

              1.

              We
      note that your counsel, on behalf of the company, provided the
      acknowledgments we requested in your response to our letter dated August
      6, 2008.  Please note that the representations should come
      directly from the company.  In your next response, please
      provide the representations directly from the
  company.

    RESPONSE:

    The
representations are being submitted in a separate letter from the Company, filed
contemporaneously herewith.

    Form 10-Q for the quarterly
period ended September 30, 2008

    Notes to the Consolidated
Financial Statements

    Note 2.  Summary
of Significant Accounting Policies

    Business Combinations and
Intangible Assets, page 9

              2.

              We
      note from your response on prior comment No. 10 that you “periodically
      review the carrying values of goodwill and intangible
      assets.”  Clarify whether you considered the significant drop in
      market capitalization to be a triggering event.  Indicate how
      often you are testing for impairment.  Explain whether you apply
      any weighting when determining fair value using your discounted cash flow
      analysis and market multiple approach.  Tell us how you
      considered the recent operating losses and cash flow deficits in preparing
      your discounted cash flow analysis by reporting unit.  In
      addition, please reconcile or explain the difference between your market
      capitalization and fair value you calculate based on the models
      utilized.

    RESPONSE:

    The
Company has allocated its goodwill to four reporting units  – AccessIT
Software, the Pavilion Theatre, Advertising and Creative Services (“ACS”), and
The Bigger Picture.  These four reporting units comprised 30% of the
Company’s consolidated revenues for the quarter ended September 30,
2008.  The AccessIT software reporting unit is contained within the
company’s Media Services segment, while the other three reporting

      Mr.
Stephen Krikorian

      November
21, 2008

      Page
Three

    units
together comprise the Content and Entertainment segment.  The Company
recognizes that a significant adverse change in the business climate, among
other examples used in Paragraph 28 of SFAS 142, requires goodwill to be tested,
if such event or circumstance would more likely than not reduce the fair value
of a reporting unit below its carrying amount.  The Company has
considered the recent decline in its market capitalization, but it does not
believe that this factor alone reduced the fair value of any one of the four
reporting units described above, below its carrying amount.  The
Company reviews the actual and forecasted results of each reporting unit monthly
and has noted no declines in operating performances of three of its reporting
units, with the exception of ACS, as of September 30, 2008.  The
Company conducted a goodwill impairment test of the ACS reporting unit and
concluded that no impairment charge was necessary because the fair value of the
reporting unit exceeded the carrying amount.

    The
Company tests all four reporting units for goodwill impairment annually, as of
each fiscal year-end and on an interim basis if certain events occur indicating
that an impairment may have occurred, using the “more likely than not” guidance
stated in SFAS 142.  The Company’s market capitalization is based on
company-wide factors and varied marketplace factors.  The market
capitalization currently experienced by the Company as a whole cannot be
directly correlated or reconciled to the fair value of the Company’s four
reporting units.  In preparing the discounted cash flow analysis, the
Company calculates the fair value of each reporting unit utilizing an income
approach (discounted cash flows), based on expected future operating results,
and a market approach, considering the market capitalization and multiples of a
peer group, with a 60% and 40% weight assigned to each method,
respectively.  The Company recognizes the existence of recent
operating losses in certain of reporting units; however, these losses include
certain non-cash charges such as depreciation and amortization.  The
movements in the Company’s market capitalization will continue to be part of our
impairment analysis review.

    Note 5.  Debt and
Credit Facilities, page 12

              3.

              We
      note your response to prior comment No. 11 indicating that the interest
      rate swap arrangement was entered into on April 2, 2008 with the swap
      agreement becoming effective on August 1, 2008.  Please clarify
      how you determined that it was appropriate to record the changes in fair
      value for the interest rate swap during the three months ended June 30,
      2008.  In this regard, it does not appear as though changes in
      fair value should be recorded until the interest rate swap agreement
      became effective on August 1, 2008.  In addition, please describe
      your consideration of providing disclosures as outlined in paragraphs 32
      and 39 of SFAS 157.

      Mr.
Stephen Krikorian

      November
21, 2008

      Page
Four

    RESPONSE:

    On April
2, 2008, the Company entered into an interest rate swap agreement (“Swap”),
effective immediately, with HSBC Bank as the counterparty.  At that
date, the Company recorded the Swap in accordance with SFAS No. 133, concluding
that the Swap is a derivative instrument effective on April 2,
2008.  If the Swap had been settled as of June 30, 2008, the Company
would have received or paid the fair value of the Swap as of that date from the
counterparty. Therefore, the changes in fair value were appropriately recorded
for the period ended June 30, 2008.

    The Swap
was entered into in order to fix the interest rate and guard against the
exposure to increases in the variable interest rate under the Company’s GE
Credit Facility.  The August 1, 2008 date represented the date we
began payments on the GE Credit Facility.  However, as described
above, the Company believes the Swap was effective and enforceable on
April 2, 2008, and was properly recorded in the June 30, 2008 financial
statements.  In its Form 10-Q filed for the period ended September 30,
2008 the Company has properly described the Swap as being effective on April 2,
2008.  The Company apologizes for the miscommunication included
in the previous response letter.

    The
Company considered the disclosure requirements as outlined in paragraphs 32 and
39 of SFAS 157 for the quarter ended September 30, 2008, and has concluded the
following disclosure requirements under paragraph 32, and as it relates to the
disclosures required in paragraphs 33-35 (as referenced in paragraph 39), were
applicable to the Company:

    Paragraph
32:

              a.

              The
      fair value measurements at the reporting
date.

              b.

              The
      level within the fair value hierarchy in which the fair value measurements
      in their entirety fall, segregating fair value measurements using quoted
      prices in active markets for identical assets or liabilities (Level 1),
      significant other observable inputs (Level 2), and significant
      unobservable inputs (Level 3).

              e.

              The
      valuation technique used to measure fair value, and a discussion of
      changes in valuation techniques, if any, during the
  period.

    Paragraph
34:

              a.

              The
      quantitative disclosures required by this Statement shall be presented
      using a tabular format.

      Mr.
Stephen Krikorian

      November
21, 2008

      Page
Five

    Below is
the disclosure that was included in Footnote 2 to the Form 10-Q for the quarter
ended September 30, 2008:

    ACCOUNTING
FOR DERIVATIVES

    In April
2008, the Company executed an interest rate swap agreement (the “Interest Rate
Swap”) (see Note 5) to limit the Company’s exposure to changes in interest
rates.  The Interest Rate Swap is a derivative financial instrument,
which the Company accounts for pursuant to Statement of Financial Accounting
Standards (“SFAS”) No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended and interpreted ("SFAS No. 133").  SFAS No.
133 establishes accounting and reporting standards for derivative instruments
and requires that all derivatives be recorded at fair value on the balance
sheet.  Changes in fair value of derivative financial instruments are
either recognized in other comprehensive income (a component of stockholders'
equity) or net income depending on whether the derivative is being used to hedge
changes in cash flows or fair value.  The Company has determined that
changes in value of its Interest Rate Swap should be recorded as a component of
net income or loss (see Note 5).

    Fair
Value of Financial Instruments

    On April
1, 2008, the Company adopted SFAS No. 157, “Fair Value Measurements” (SFAS 157),
for financial assets and liabilities. The statement defines fair value,
establishes a framework for measuring fair value and expands disclosures about
fair value measurements.  The fair value measurement disclosures are
grouped into three levels based on valuation factors:

    ·  Level 1 –
quoted prices in active markets for identical investments

    ·  Level 2 –
other significant observable inputs (including quoted prices for similar
investments, market corroborated inputs, etc.)

    ·  Level 3 –
significant unobservable inputs (including the Company’s own assumptions in
determining the fair value of investments)

    Assets
and liabilities measured at fair value on a recurring basis use the market
approach, where prices and other relevant information is generated by market
transactions involving identical or comparable assets or
liabilities.

    The
following table summarizes the levels of fair value measurements of the
Company’s financial assets:

      Mr.
Stephen Krikorian

      November
21, 2008

      Page
Six

                                      Financial
      Assets at Fair Value

                                      as
      of September 30, 2008

                                      Level
      1

                                      Level
      2

                                      Level
      3

                                      Cash
      and cash equivalents

                                    $
                                    23,147

                                    $
                                    —

                                    $
                                    —

                                      Interest
      rate swap

                                    —

                                    1,565

                                    —

                                      Total

                                    $
                                    23,147

                                    $
                                    1,565

                                    $
                                    —

      * * * * *
* *

      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
S. Loffredo

      November
21, 2008

      Via
EDGAR and U.S. Mail

      Mr.
Stephen Krikorian

      Assistant
Director

      United
States Securities and Exchange Commission

      100 F
Street, N.E.

      Washington,
D.C.  20549

                Re:

                Access
      Integrated Technologies, Inc.

                Form
      10-K for the fiscal year ended March 31, 2008

                Filed
      on June 16, 2008

                Form
      10-Q for the quarterly period ended September 30, 2008

                Filed
      on August 11, 2008

                File
      No. 000-51910

      Dear Mr.
Krikorian:

      In connection with a response being
submitted contemporaneously herewith on behalf of Access Integrated
Technologies, Inc. (“AccessIT” or the “Company”) by Kelley Drye & Warren LLP
setting forth the Company’s responses to your letter of comment dated November
10, 2008 to Mr. A. Dale Mayo, President and Chief Executive Officer of the
Company, please find below the representations you have requested pursuant to
comment number 1, which is reproduced below for your convenience.

      Form 10-K for the fiscal
year ended March 31, 2008

      General

                1.

                We
      note that your counsel, on behalf of the company, provided the
      acknowledgments we requested in your response to our letter dated August
      6, 2008.  Please note that the representations should come
      directly from the company.  In your next response, please
      provide the representations directly from the
  company.

      RESPONSE:

      We acknowledge that:

      ·

                The
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filing;

      ·

                Staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

      ·

                The
      Company may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

      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/ Brian
D. Pflug

      Brian D.
Pflug

      Senior
Vice President – Accounting & Finance and Principal Financial
Officer

Mail Stop 4561         November 10, 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-K for the fiscal year ended March 31, 2008
Filed on June 16, 2008 Form 10-Q for the quarterly p eriod ended September 30, 2008
Filed on August 11, 2008
 File No.  000-51910

Dear Mr. Mayo:

We have reviewed your response letter dated October 21, 2008 in connection with
the above-referenced filings and have the fo llowing 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 September 26, 2008.  Form 10-K for the fiscal year ended March 31, 2008

 General

1. We note that your counsel, on behalf of the company, provided the acknowledgments we requested in your response to our letter dated August 6,
2008.  Please note that the representations should come directly from the company.  In your next response, please pr ovide the representations directly from
the company.

A. Dale Mayo
Access Integrated Technologies, Inc.
November 10, 2008 Page 2  Form 10-Q for the quarterly period ended September 30, 2008

 Notes to the Consolidated Financial Statements

 Note 2. Summary of Significant Accounting Policies

 Business Combinations and In tangible Assets, page 9

2. We note from your response to prior comment No.10 that you “periodically review the carrying values of goodwill and intangible assets.”  Clarify whether
you considered the significant drop in mark et capitalization to be a triggering
event.  Indicate how often you are testing for impairment.  Explain whether you apply any weighting when determining fair  value using your discounted cash flow
analysis and market multiple approach.  Tell us how you considered the recent operating losses and cash flow deficits in preparing your discounted cash flow
analysis by reporting unit.  In addition,  please reconcile or explain the difference
between your market capita lization and fair value you calculate based on the
models utilized.
 Note 5.  Debt and Credit Facilities, page 12

3. We note your response to prior comment N o. 11 indicating that the interest rate
swap arrangement was entered into on April 2, 2008 with the swap agreement becoming effective on August 1, 2008.  Pleas e clarify how you determined that it
was appropriate to record the changes in fair value for the interest rate swap during the three months ended June 30, 2008.  In this regard, it does not appear as
though changes in fair value should be recorded until the interest rate swap
agreement became effective on August 1, 2008.  In addition, please describe your consideration of providing disclosures as outlined in paragraphs 32 and 39 of
SFAS 157.

* * * * * * *

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

A. Dale Mayo
Access Integrated Technologies, Inc. November 10, 2008 Page 3  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

CORRESP
1
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

CORRESP
1
filename1.htm

    corresp-1309848.htm

    October
21, 2008

    Via
EDGAR and U.S. Mail

    Mr.
Stephen Krikorian

    Assistant
Director

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

              Re:

              Access
      Integrated Technologies, Inc.

              Form
      10-K for the fiscal year ended March 31, 2008

              Filed
      on June 16, 2008

              Form
      10-Q for the quarterly period ended June 30, 2008

              Filed
      on August 11, 2008

              File
      No. 000-51910

    Dear Mr.
Krikorian:

    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.  The responses provided below relate to the Company’s Annual
Report on Form 10-K for the fiscal year ended March 31, 2008 filed on June 16,
2008 and subsequently amended on June 26, 2008 and September 11, 2008 (the “Form
10-K”), and the Company’s Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2008 filed on August 11, 2008 (the “Form 10-Q”), as
applicable.

          Mr.
Stephen Krikorian

          October
21, 2008

          Page
Two

    Form 10-K for the fiscal
year ended March 31, 2008

    General

              1.

              We
      note that you did not provide the acknowledgements that appear at the end
      of our prior comment letter.  Please submit the representations
      from the company in your next response
letter.

    RESPONSE:

    The representations are submitted
herewith.

    Item 1.
Business

              2.

              We
      note that your response to prior comment 23 does not address your
      consideration of Item 101(b) of Regulation S-K.  As stated in
      our previous comment, in your Business section, please disclose or provide
      a cross-reference to the notes to the financial statements of financial
      information regarding each of the company’s three reporting segments
      including revenues from customers, a measure of profit or loss and total
      assets for each of the last three
years.

    RESPONSE:

    In future
filings, a cross-reference will be added in the Business section to direct
readers to the relevant note(s) to the financial statements as
requested.

    Management’s Discussion and
Analysis of Financial Condition and Results of Operations

              3.

              We
      note that the entirety of your proposed disclosure in your response to
      prior comment 4 regarding Phase II deployment is not contained in the Form
      10-Q for the quarter ended June 30, 2008.  Further, your
      response regarding the financing that you intend to pursue and the course
      of action if you are unable to secure funding seems general.  In
      future filings, please provide as much specificity as possible regarding
      your future financing plans and discuss the alternatives that you will
      consider if none of your financing options are
  successful.

          Mr.
Stephen Krikorian

          October
21, 2008

          Page
Three

    RESPONSE:

    The
language in future periodic reports will be revised to include all of the
proposed disclosure in the Company’s response to prior comment
4.  Further, the Company regularly strives to provide investors with
as much specificity as possible, and to disclose material information as soon as
appropriate, in accordance with the rules and regulations of the federal
securities laws.  The Company has included some additional disclosure
in the Liquidity and Capital Resources section in the Form 10-Q for the
quarterly period ended June 30, 2008.  Currently, the Company believes
it would be premature to disclose specific details of proposed financing
arrangements that it is pursuing, but acknowledges that it will make such
disclosures, including alternatives to such plans, as appropriate in future
filings.  In addition, in future filings the Company will specifically
disclose that if the Company is not successful in securing funding for its Phase
II deployment from lenders, exhibitors and hardware vendors, such deployment
would have to be delayed and thereby significantly reduce revenue
growth.  The Company will update its disclosures to provide as many
specifics as possible on the actual and expected developments in this
area.

    Critical Accounting
Policies, page 23

              4.

              Your
      response to prior comment 5 indicates that you will add disclosures
      stating that you primarily rely upon third party valuation
      reports to estimate the fair value of goodwill and intangible
      assets.  Please describe the nature and extent of the specialist
      involvement in your determination of the fair value.  See
      Securities Act Rule 436 of Regulation
C.

    RESPONSE:

              The
      Company has engaged third party valuation firms (“firms”) for purposes of
      allocating the purchase price of assets acquired, including goodwill and
      intangible assets, and liabilities assumed in accordance with SFAS 141.
       The Company also utilizes these firms to assist in its periodic
      impairment testing of goodwill and intangible assets. The nature and
      extent of the firms’ involvement includes reviewing their qualifications,
      supplying relevant business combination transaction documents,
      management’s forecasts, cash flow analysis and other relevant data,
      discussing the valuation model and results with the firms, reviewing their
      results to determine if they are in line with management’s expectations of
      our business, market capitalization and other management considerations.
       The Company has ultimate responsibility for the values assigned to
      such assets and liabilities related to business combinations and
      conclusions on any goodwill or

          Mr.
Stephen Krikorian

          October
21, 2008

          Page
Four

                intangible
      asset impairment testing.  We will not reference reliance on third
      parties in future filings and will make the following disclosures with
      respect to these matters:

    GOODWILL
AND INTANGIBLE ASSETS

    The
Company adopted SFAS No. 142, “Goodwill and other Intangible Assets” (“SFAS No.
142”), which addresses the recognition and measurement of goodwill and other
intangible assets subsequent to their acquisition.  Carrying values of
goodwill and other intangible assets with indefinite lives are reviewed for
possible impairment in accordance with SFAS No. 142. The Company tests its
goodwill and other intangible assets with indefinite lives for impairment in
accordance with the applicable accounting literature annually and in interim
periods if certain events occur indicating that the carrying value of goodwill
may be impaired. The Company reviews the carrying value of its amortizing
intangible assets in accordance with SFAS No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets” whenever events or changes in
business circumstances indicate that the carrying amount of the assets may not
be fully recoverable or that the useful lives of these assets are no longer
appropriate. The Company estimates the fair value of goodwill and intangible
assets resulting from business combinations by reference to estimates of the
discounted future cash flows of the associated products and services and by
referencing the market multiples of identified peer group companies. It is
possible that the estimates and assumptions used in assessing the carrying value
of these assets, such as future sales and expense levels, may need to be
reevaluated in the case of continued market deterioration, which could result in
impairment of these assets.

    Liquidity and Capital
Resources, page 28

              5.

              We
      note your response to comment 7 that you will provide an enhanced
      discussion of the primary drivers of the business in future
      filings.  It appears that the disclosure in the Liquidity and
      Capital Resources section of the Form 10-Q for the quarter ended June 30,
      2008 does not contain this enhanced disclosure.  Please
      advise.

    RESPONSE:

    As the
Company’s business is primarily driven by the emerging digital cinema
marketplace, the primary revenue driver will be the increasing number of
digitally equipped screens.  There are approximately 38,000 movie theater
screens in the United States and Canada, and approximately 107,000 screens
worldwide.  Approximately 5,200 of the domestic screens are equipped with
digital cinema technology, and 3,723 of those screens contain AccessIT’s
equipment and software.  We anticipate the vast majority of the industry’s
screens to be converted to digital in the next 5-7 years, and we have

          Mr.
Stephen Krikorian

          October
21, 2008

          Page
Five

    announced
plans to convert up to an additional 10,000 domestic screens to digital in our
“Phase II” deployment plan over the next three years.  For those screens
that are deployed by AccessIT, the primary revenue source will be virtual print
fees, with the number of digital movies shown per screen, per year being the key
indicator for earning and measuring the virtual print fees, since the studios
pay such fees on a per movie, per screen basis.  For all new digital
screens, whether or not deployed by AccessIT, the opportunity for other forms of
revenue also increases.  The Company may generate additional software
license fee revenue (mainly the Theater Command Center software which is used by
exhibitors to aid in the operation of their systems), alternative content
distribution fees (such as concerts and sporting events) from the Company’s
Bigger Picture unit, and fees from the delivery of content via satellite or hard
drive, may also result.  In all cases, the number of digitally-equipped
screens in the marketplace is the primary determinant of the Company’s possible
revenue streams, although the emerging presence of competitors for software and
content distribution and delivery may limit this growth.  The Company
was commencing the process of responding to the prior comment letter at the time
the Form 10-Q for the quarterly period ended June 30, 2008 was filed, and
anticipates providing further enhanced disclosure, including the factors stated
herein, in future filings.

    Notes to Consolidated
Financial Statements

    Note 2. Summary of
Significant Accounting Policies

    Revenue Recognition, page
F-14

              6.

              Your
      response to prior comment 13 indicates that the revenue recognition policy
      was revised to include more information regarding your major sources of
      revenues.  Consider providing additional disclosures to describe
      the timing of recognition and the basis for meeting the relevant revenue
      recognition criteria for each type of deliverable you
      offer.  Provides us with any proposed revisions to your
      disclosures describing how you recognize revenue.  Refer to SAB
      Topic 13B, Question 1.

    RESPONSE:

    The
Company added additional disclosure regarding the timing of and basis for
recognition of its major sources of revenue, including virtual print fees,
cinema advertising and digital content distribution fees, in its 10-Q filing for
the quarter ended June 30, 2008, to enhance the explanation of the Company’s
revenue recognition policy, in accordance with SAB Topic 13B, Question
1.  However, as virtual print fees (“VPF”)

          Mr.
Stephen Krikorian

          October
21, 2008

          Page
Six

    and
in-theater advertising revenue represent the Company’s two largest revenue
streams (with VPF and in-theater advertising revenue representing approximately
50% and 24% of consolidated revenues for the year ended March 31, 2008,
respectively), the Company recognizes that further enhanced disclosure regarding
the Company’s contractual arrangements with customers and the associated revenue
recognition policies for VPF and in-theater advertising revenue would be
useful.  Accordingly, the Company proposes to include additional
disclosure of VPF and in-theater advertising contractual arrangements and
revenue recognition policies, as follows:

    VPFs:

    “VPFs are
earned pursuant to long-term contracts with movie distributors and exhibitors,
whereby amounts are payable by the distributors to the Company according to a
fixed fee schedule, when the distributors’ movies are displayed on screens
utilizing the Company’s digital cinema equipment installed in movie
theaters.  The Company is entitled to one VPF for every movie title
displayed per screen.  The Company’s VPF revenue is therefore
dependent on the number of movie titles released and displayed on its equipment
in any given accounting period.  The Company recognizes VPF revenue in
the period in which the movie first opens for general audience viewing in that
digitally-equipped movie theater, as the Company’s performance obligation has
been substantially met at that time.”

    In-Theater
Advertising:

    “The
Company has contracts with exhibitors to display pre-show advertisements on
their screens, in exchange for certain fees paid to the
exhibitors.  The Company then contracts with businesses of various
types to place their advertisements in select theater locations, designs the
advertisement, and places it on-screen for specific periods of time, generally
ranging from three to twelve months.  The Company recognizes revenue
from in-theater advertising ratably over the period of time the advertisement is
displayed and earned.”

    In
addition to the above proposed additional disclosures, the Company evaluated the
revenue recognition policy disclosures related to all of its other revenue
streams and proposes to add the following disclosure with respect to the revenue
recognition policy for the Company’s 9-screen movie theater in Brooklyn, New
York (”the Pavilion Theater”):

    “Movie
theatre admission and concession revenues are generated at the Company’s
9-screen theater in Brooklyn, New York (“the Pavilion
Theater”).  Theater admission

          Mr.
Stephen Krikorian

          October
21, 2008

          Page
Seven

    revenues
are recognized on the date of sale, as the related movie is viewed on that date
and the Company’s performance obligation is met at that
time.  Concession revenues consist of food and beverage sales and is
also recognized on the date of purchase.”

    Other
than VPFs and in-theater advertising, no other revenue source accounts for more
than 10% of the Company’s consolidated revenue. The Company will continue to
periodically review its revenue recognition and other disclosures and add any
further information that may be helpful to readers.

              7.

              We
      note from your response to prior comment 14 that software licenses are
      accounted for in accordance with SOP 97-2, however, other services such as
      IT consulting and software maintenance services are accounted for in
      accordance with SAB 104 since they are covered by separate contractual
      arrangements.  Clarify why you do not consider these other
      services to be part of a single multiple-element
      arrangement.  Tell us how you considered each of the factors
      discussed in TPA 5100.39 in accounting for these other services as
      separate arrangements.  If after further consideration you
      determine that the other services should be included as part of a single
      multiple-element arrangement, tell us whether you are able to

CORRESP
1
filename1.htm

    corresp_1312120.htm

    October
9, 2008

    Via
EDGAR

    Mr.
Stephen Krikorian

    Accounting
Branch Chief

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

              Re:

              Access
      Integrated Technologies, Inc.

              Form
      10-K for the fiscal year ended March 31, 2008

              Filed
      on June 16, 2008

              Form
      10-Q for the quarterly period ended June 30, 2008

              Filed
      on August 11, 2008

              File No.
      000-51910

    Dear Mr.
Krikorian:

    On behalf of Access Integrated
Technologies, Inc. (the “Company”), we acknowledge receipt of your facsimile
letter dated September 26, 2008 by the Company.  The Company intends
to respond to the letter by October 17, 2008.

    Please feel free to contact me directly
at (212) 808-7598 if you have any questions.

    Sincerely,

    /s/
Danielle C. Kersis

    Danielle C. Kersis

    cc: Gary
Loffredo

Mail Stop 4561         September 26, 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-K for the fiscal year ended March 31, 2008
Filed on June 16, 2008 Form 10-Q for the quarterly period ended June 30, 2008
Filed on August 11, 2008
 File No.  000-51910

Dear Mr. Mayo:

We have reviewed your response letter  dated September 5, 2008 in connection
with the above-referenced filings and have the following comments.  If indicated, we
think you should revise your docum ent 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 August 6, 2008.
 Form 10-K for the fiscal year ended March 31, 2008

 General

 1. We note that you did not provi de the acknowledgements that  appear at the end of
our prior comment letter.  Please submit the representations from the company in
your next response letter.
 Item 1. Business

2. We note that your response to prior comment 23 does not address your consideration of Item 101(b) of Regulation S-K.  As stated  in our previous
comment, in your Business section, please disc lose or provide a cross-reference to
the notes to the financial statements of financial information regarding each of the
company’s three reporting segments including revenues from customers, a measure of profit or loss a nd total assets for each of the last three years.

A. Dale Mayo
Access Integrated Technologies, Inc.
September 26, 2008 Page 2  Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 3. We note that the entirety of your proposed  disclosure in your response to prior
comment 4 regarding Phase II deployment is not contained in the Form 10-Q for
the quarter ended June 30, 2008.  Further,  your response regarding the financing
that you intend to pursue and the course of action if you are unable to secure
funding seems general.  In future filings , please provide as much specificity as
possible regarding your future  financing plans and discu ss the alternatives that
you will consider if none of your fi nancing options are successful.
 Critical Accounting Policies, page 23

 4.       Your response to prior comment 5 i ndicates that you will a dd disclosures stating
that you primarily rely upon third party valuation reports
 to estimate the fair value
of goodwill and intangible assets.  Please de scribe the nature and extent of the
specialist involvement in your determination of the fair value.  See Securities Act
Rule 436 of Regulation C.
 Liquidity and Capital Resources, page 28

5. We note your response to comment 7 th at you will provide an enhanced
discussion of the primary drivers of the busin ess in future filings.  It appears that
the disclosure in the Liquidity and Capital Resources section of the Form 10-Q for the quarter ended June 30, 2008 does not cont ain this enhanced disclosure.  Please
advise.
 Notes to the Consolidated Financial Statements

 Note 2. Summary of Significant Accounting Policies

 Revenue Recognition, page F-14

 6. Your response to prior comment 13 indi cates that the revenue recognition policy
was revised to include more informa tion regarding your major sources of
revenues.  Consider providing additional disclosures to describe the timing of recognition and the basis for meeting the re levant revenue recognition criteria for
each type of deliverable you offer.  Provi de us with any proposed revisions to
your disclosures describing how you recognize revenue.  Refer to SAB Topic 13B, Question 1.
 7. We note from your response to prior co mment 14 that software licenses are
accounted for in accordance with SOP 97-2, however, other services such as IT
consulting and software maintenance services are accounted for in accordance SAB 104 since they are covered by separate  contractual arrangements.  Clarify
why you do not consider these other servic es to be part of a single multiple-

A. Dale Mayo
Access Integrated Technologies, Inc.
September 26, 2008 Page 3
element arrangement.  Tell us how you cons idered each of the factors discussed in
TPA 5100.39 in accounting for these other services as separate arrangements.  If after further consideratio n you determine that the other services should be
included as part of a single multiple-ele ment arrangement, tell us whether you are
able to establish fair value (or VSOE, if applicable) for the individual elements and how you considered the separation and allocation guidance in EITF 00-21 (or
SOP 97-2, if applicable).  Your response should discuss the accounting policy for each unit of accounting as well as how un its of accounting are determined and
valued.
 8. Your response to prior comment 15 appears to indicate that your ASP service agreements are outside the scope of SOP 97-2.  However, the disclosures in your
table indicate that the ASP service arrangements are accounted for in accordance with SOP 97-2.  Please clarify the accoun ting literature relied upon for your ASP
service arrangements.  Provide us w ith any proposed revisions to your
disclosures.
 9. Your response to prior comment 16 indicat es that you will change the reference in
your table from SAB 104 to SOP 81-1 with  respect to customized software
development arrangements recognized on a percentage of completion basis.
Please confirm that you will modify your  disclosures as indicated in your
response.  Provide us with any propose d revisions to your disclosures.
 Form 10-Q for the quarterly period ended June 30, 2008

 Notes to the Consolidated Financial Statements

 Note 2. Summary of Significant Accounting Policies

 Business Combinations and In tangible Assets, page 9

 10. We note the recent drop in your stock pri ce and market capitalization since the
fiscal year ended March 31, 2008.  It appears as though this  is a triggering event
that may require you to reassess your goodwill for impairment.   See paragraph 28 of SFAS 142.  If so, please tell us how your evaluation of goodwill impairment
complies with paragraphs 19 through 22 of SFAS 142.  Explain how you determine the fair value of your reporti ng units and how your estimate of fair
value complies with paragra phs 23 through 25 of SFAS 142.
 Note 5.  Debt and Credit Facilities, page 12

 11. We note from your disclosures on page 14 th at you entered into an interest rate
swap agreement in connection with the GE  Credit Facility.  Please clarify when
you executed this swap as it appears as though the interest rate swap agreement
had commenced on August 1, 2008.

A. Dale Mayo
Access Integrated Technologies, Inc. September 26, 2008 Page 4   Item 4.  Controls and Procedures, page 28

 12. We note your statement that “In design ing and evaluating [y]our disclosure
controls and procedures, management rec ognizes that any controls, no matter how
well designed and operated, can provide onl y reasonable, not absolute, assurance
of achieving the desired control objectives.”  Please clearly state,  if true, that your
disclosure controls and procedures are designed to  provide reasonable assurance
of achieving their objectives and that  your principal executive officer and
principal financial officer concluded that your disclosure controls and procedures
are effective at that reasonable assurance level.  In the alternative, remove the
reference to the level of assurance of your disclosure controls and procedures.  Please refer to Section II.F.4 of Manageme nt’s Reports on Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-8238, available on our website at
http://www.sec.gov/rules/final/33-8238.htm
.

* * * * * * *

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

CORRESP
1
filename1.htm

    corresp_1300164.htm

    September
5, 2008

    Via
EDGAR and U.S. Mail

    Mr.
Stephen Krikorian

    Assistant
Director

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

              Re:

              Access
      Integrated Technologies, Inc.

              Form
      10-K for the fiscal year ended March 31, 2008

              Filed
      on June 16, 2008

              Form
      10-K/A for the fiscal year ended March 31, 2008

              Filed
      on June 26, 2008

              Form
      8-K

              Filed
      on June 12, 2008

              Definitive
      Proxy Statement on Schedule 14A

              Filed
      on July 28, 2008

              File
      No. 000-51910

    Dear Mr.
Krikorian:

    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 August 6, 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.  The responses provided below relate to the Company’s Annual
Report on Form 10-K for the fiscal year ended March 31, 2008, (the “Form 10-K”),
the Company’s Amendment No. 1 to Form 10-K on Form 10-K/A (the “Form 10-K/A”),
the Company’s Form 8-K filed on June 12, 2008 (the “Form 8-K”), and the
Company’s

            Mr.
Stephen Krikorian

            September
5, 2008

            Page
Two

    Definitive
Proxy Statement on Schedule 14A filed on July 28, 2008 (the “Form DEF 14A”), as
applicable.

    Form 10-K for the fiscal
year ended filed March 31, 2008

    Item 1. Business, page
1

              1.

              You
      disclose that five customers each represented 10% or more of AccessIT DC’s
      revenues and AccessIT DC’s customers comprised 78.7% of Media Services’
      revenues.  In addition, you disclose that Overture Films, Summit
      Entertainment, and 20th Century Fox each comprised approximately 41.9%,
      12.4%, and 11.8%, respectively, of AccessIT SW’s revenues for the fiscal
      year ended March 31, 2008. Please disclose whether any of your customers
      represented 10% or more of the company’s consolidated revenues. Discuss
      your relationship with any such customers and provide us with an analysis
      as to why you have determined that your agreements, if any, with these
      customers do not need to be filed pursuant to Item 601(b)(10) of
      Regulation S-K.

    RESPONSE:

    The
Company advises the United States Securities Exchange Commission staff (the
“Staff”) that none of the Company’s customers represented 10% or more of the
Company’s consolidated revenues for the year ended March 31, 2008.

    The
Company does not have any specific relationships with its
customers.  The Company’s customer agreements with its customers were
not filed pursuant to Item 601(b)(10) of Regulation S-K as they were made in the
ordinary course of business and are not material to the Company on a
consolidated basis.

    Other, page
11

              2.

              Please
      consider adding a corporate organization chart that provides a graphic
      representation of the company’s business and its three reporting segments.
      To the extent material, please include the company’s subsidiaries to show
      the relationship between the company and the entities you discuss in this
      section.

    RESPONSE:

    The
Company agrees with the Staff that a corporate organization chart would be
helpful to readers of its financial information. The Company has added the
suggested

            Mr.
Stephen Krikorian

            September
5, 2008

            Page
Three

    organization
chart to the Form 10-Q for the quarter ended June 30, 2008 (the “Form 10-Q”),
and it will continue to include this chart in future filings as
necessary.

    Item 5.  Market
for Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities

    Sales of Unregistered
Securities, page 21

              3.

              For
      the sale of unregistered securities you disclose on page 21, disclose the
      identity of persons or class of persons as to whom the securities were
      sold in accordance with Item 701 of Regulation
  S-K.

    RESPONSE:

    The
persons referred to on page 21 were the purchasers of the Company’s senior notes
issued in August 2007 (referred to as the 2007 Senior Notes).  The
shares so described were issued as payment of interest on the 2007 Senior
Notes.  The discussion regarding the sale of unregistered securities
on page 21 will be revised in future filings, to more clearly provide the
required disclosure in future filings.

    Management’ s Discussion and
Analysis of Financial Condition and Results of Operations

              4.

              Please
      consider expanding this section to include known trends, demands,
      commitments, events and uncertainties. This disclosure should provide
      material historical and prospective disclosure enabling investors to
      assess the financial condition and results of your operations, with
      particular emphasis on your prospects for the future. Disclosure should be
      based on financial, operational, and other information known to you as
      well as known trends and uncertainties and assessment of whether these
      trends and uncertainties will have, or are reasonably likely to have, a
      material impact on your liquidity, capital resources, or results of
      operations. See SEC Release No. 33-8350. For example, consider discussing
      the impact of the Phase II deployment and the working capital that you
      will need and expect to raise in order to implement the Phase II
      deployment. Discuss the financing that you intend to enter into and your
      course of action if you are unable to secure
  financing.

    RESPONSE:

    The
Company acknowledges the requirement to provide such information, and will make
additional Management’s Discussion and Analysis of Financial Condition and
Results of

            Mr.
Stephen Krikorian

            September
5, 2008

            Page
Four

    Operations
(“MD&A”) disclosures in future filings as necessary.  In the Form
10-Q the Company has made certain additional disclosures, for example, regarding
its Phase II deployment the Company has disclosed the following:

    “Our
Phase II Deployment would require the purchase of up to 10,000 digital cinema
projection systems, which together with installation and related costs, could
aggregate approximately $700 million.  The cost of such equipment is
expected to be funded with a combination of long term debt and payments from
exhibitors and other third parties.  The Company is currently pursuing
various financing options with private parties in connection with the proposed
Phase II Deployment.  If none of such options is successful, the
Company will reconsider alternatives.”

    As
further discussed in the response to Comment 7, the Company is operating in an
emerging industry area, and will also consider making additional disclosure of
key metrics and drivers in the businesses in which it operates, that are
expected to impact the Company’s financial condition.

    Critical Accounting
Policies, page 23

              5.

              Your
      critical accounting policies should describe your estimates and
      assumptions that are highly uncertain or susceptible to change and the
      related material impact on financial condition or operating performance.
      For instance, you should provide an enhanced discussion of the estimates
      and assumptions used in your customized software development contracts
      accounted for on a percentage-of-completion basis. Also, consider
      providing a discussion of impairment testing on goodwill, intangible
      assets and fixed assets since your disclosures on page F-10 appear to
      indicate these areas require significant estimates and judgment.
      Disclosure should be considered as to why these material accounting
      estimates and assumptions bear the risk of change, how you arrived at the
      estimate, the accuracy of the estimate/assumption in the past, how they
      have changed, and any reasonably likely future changes. We refer you to
      Section V of SEC Release No. 33-8350, Commission Guidance Regarding
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations.

    RESPONSE:

    The
Company notes the Staff’s comment and will expand its disclosure in future
filings for revenue recognition, goodwill and other items in accordance with
Section V of SEC Release No 33-8350, regarding estimates and assumptions
associated with such critical accounting policies.  The Company has
already made certain additions to the accounting

            Mr.
Stephen Krikorian

            September
5, 2008

            Page
Five

    policy
disclosure in the Form 10-Q.  The percentage of completion basis of
accounting relates to only one particular contract, for a custom software
application, which is not material to the Company as a whole.  The
Company will revise its disclosure in future filings to indicate this fact, and
it will provide details of the amounts involved.  An example of the
additional disclosure that the Company plans to add in future filings, in the
case of goodwill impairment testing and fixed assets, is as
follows:

    Goodwill and intangible
assets:  Carrying values of goodwill and other intangible
assets with indefinite lives are reviewed for possible impairment in accordance
with SFAS No. 142.  We test our goodwill for impairment in accordance
with the applicable accounting literature.  We test our goodwill for
impairment annually and in interim periods if certain events occur indicating
that the carrying value of goodwill may be impaired.  We review the
value of our fixed assets and intangible assets in accordance with SFAS No. 144
whenever events or changes in business circumstances indicate that the carrying
amount of the assets may not be fully recoverable or that the useful lives of
these assets are no longer appropriate.  We estimate the fair value of
goodwill and intangible assets resulting from business combinations, primarily
relying upon third party valuation reports which utilize discounted future cash
flows of the associated products and services.  It is possible that
the estimates and assumptions used in assessing the carrying value of these
assets, such as future sales and expense levels, may need to be reevaluated in
the case of continued market deterioration, which could result in impairment of
these assets.

    Fixed
Assets:  Useful lives are determined based on an estimate of
either physical or economic obsolescence, or both.  During the last
three fiscal years the Company has not made any revisions to estimated useful
lives, nor recorded any impairment charges on its fixed assets.

    Results of Operations, page
25

              6.

              We
      note instances where two or more sources of a material change have been
      identified, but the quantification of the amount that each source
      contributed to the change is not disclosed. As an example, your disclosure
      on page 25 indicates that the $30.3 million increase in revenues during
      fiscal 2007 was driven largely by the ACS Acquisition, VPF revenues,
      license fees earned for your TCC software and the Bigger Picture
      Acquisition offset by revenues from your IDCs. As another example, your
      disclosure on page 27 indicates that the $4.4 million increase in direct
      operating costs during fiscal 2008 was due to the acquisition of ACS,
      minimum guaranteed obligations under the theatre advertising agreements
      with exhibitors for displaying cinema adverting, the acquisition of The
      Bigger Picture and the IDC disposition. Tell us your consideration of
      quantifying

            Mr.
Stephen Krikorian

            September
5, 2008

            Page
Six

              each
      source that contributed to a material change pursuant to the requirements
      of the related interpretive guidance in Section III. D of SEC Release
      33-6835 Interpretation:  Management’s Discussion and Analysis of
      Financial Condition and Results of Operations when preparing your MD&A
      discussion.

    RESPONSE:

    The
Company notes the Staff’s comment, and will provide additional quantification of
changes in key financial statement items in future filings, in accordance with
SEC Release 33-6835.  For example, the Company has enhanced certain
disclosures to the Form 10-Q, as shown below.

    Results
of Operations for the Three Months Ended June 30, 2007 and 2008

    Revenues

              For
      the Three Months Ended June 30,

              ($
      in thousands)

              2007

              2008

              Change

              Revenues:

              Media
      Services

            $
            11,013

            $
            14,652

            33
            %

              Content
      & Entertainment

            6,802

            5,590

            (18
            )%

              Other

            331

            328

            (1
            )%

            $
            18,146

            $
            20,570

            13
            %

    Revenues
increased $2.4 million or 13%.  The increase in revenues was primarily
due to a 40% increase in VPF revenues, in the Media Service segment,
attributable to the increased number of Systems installed in movie theatres,
following the completion of our Phase I Deployment.  We also
experienced a 35% increase in revenues from delivery of movies to digitally
equipped theatres, due to the increase in the number of such theatres over the
last year.  The gains were partially offset by a 17% decline in
in-theatre advertising revenues, in the Content & Entertainment segment,
mostly attributable to the elimination of various under performing customer
contracts.  We also experienced a decline in software revenues, due to
one-time license fees from our Theater Command Center software realized during
the Phase I Deployment.  We expect these software license fees to
resume upon either an anticipated further domestic deployment of Systems (“the
Phase II Deployment”), or an international deployment of Systems. There were
2,692 Systems installed at June 30, 2007 compared to 3,723 Systems installed at
June 30, 2008.  We expect revenues to generally remain near current
levels until there is an increase in the number of Systems deployed from our
anticipated Phase II Deployment, due to the resultant VPFs and other revenue
sources including content delivery and distribution of alternative content
generated from digitally equipped movie theatres.

    The
Company also recognizes the requirement to further specify the dollar amount of
material changes and will do so in future filings in addition to a textual
discussion of the changes.

            Mr.
Stephen Krikorian

            September
5, 2008

            Page
Seven

    Liquidity and Capital
Resources, page 28

              7.

              Your
      discussion of cash used in operating activities appears to be a mere
      recitation of changes and other information evident from the financial
      statements. Your disclosures should focus on the primary drivers of and
      other material factors necessary to provide an understanding of your cash
      flows and the indicative value of historical cash flows. In addition,
      where there has been material variability in historical cash flows, your
      discussion should focus on the underlying reasons for the changes, as well
      as on th

CORRESP
1
filename1.htm

    corresp_1301807.htm

    August
13, 2008

    Via
EDGAR

    Mr.
Stephen Krikorian

    Accounting
Branch Chief

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

              Re:

              Access
      Integrated Technologies, Inc.

    Form 10-K
for the fiscal year ended March 31, 2008

    Filed on
June 16, 2008

    Form
10-K/A for the fiscal year ended March 31, 2008

    Filed on
June 26, 2008

    Form
8-K

    Filed on
June 12, 2008

    Definitive
Proxy Statement on Schedule 14A

    Filed on
July 28, 2008

      File
No.
000-51910

      Dear Mr.
Krikorian:

    On behalf of Access Integrated
Technologies, Inc. (the “Company”), we acknowledge receipt of your facsimile
letter dated  August 6, 2008 by the Company.  The Company
intends to respond to the letter by September 5, 2008.

    Please feel free to contact me directly
at (212) 808-5038 if you have any questions.

    Sincerely,

    /s/ Carol
W. Sherman

    Carol W.
Sherman

    cc: Gary
Loffredo

Mail Stop 4561         A u g u s t  6 ,  2 0 0 8   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-K for the fiscal year ended March 31, 2008
Filed on June 16, 2008 Form 10-K/A for the fiscal year ended March 31, 2008 Filed on June 26, 2008 Form 8-K Filed on June 12, 2008 Definitive Proxy Statement on Schedule 14A Filed on July 28, 2008
 File No.  000-51910

Dear Mr. Mayo:

We have reviewed the above-referenced f ilings 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 detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the fiscal year ended March 31, 2008

Item 1. Business, page 1

1. You disclose that five customers each re presented 10% or more of AccessIT DC’s
revenues and AccessIT DC’s cust omers comprised 78.7% of Media

A. Dale Mayo
Access Integrated Technologies, Inc.
August 6, 2008 Page 2
Services’ revenues.  In addition, you di sclose that Overture Films, Summit
Entertainment, and 20
th Century Fox each comprised approximately 41.9%,
12.4%, and 11.8%, respectively, of AccessIT SW’s revenues for the fiscal year
ended March 31, 2008.  Please disclose  whether any of your customers
represented 10% or more of the company’ s consolidated revenues.  Discuss your
relationship with any such customers and pr ovide us with an analysis as to why
you have determined that your agreements, if any, with these customers do not need to be filed pursuant to Item 601(b)(10) of Regulation S-K.
 Other, page 11

 2. Please consider adding a corporate organi zation chart that provides a graphic
representation of the company’s business a nd its three reporting segments.  To the
extent material, please include the co mpany’s subsidiaries to show the
relationship between the company and the en tities you discuss in this section.
 Item 5. Market for Common Equity, Related Sh areholder Matters and Issuer Purchases of
Equity Securities
 Sales of Unregistered Securities, page 21

3. For the sale of unregistered securities  you disclose on page 21, disclose the
identity of persons or cla ss of persons to whom the securities were sold in
accordance with Item 701 of Regulation S-K.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

4. Please consider expanding this secti on to include known trends, demands,
commitments, events and uncertainties.  Th is disclosure should provide material
historical and prospective disclosure enabling investors to assess the financial
condition and results of your operations, with particular emphasis on your prospects for the future.  Disclosure shoul d be based on financial, operational, and
other information known to you as well as  known trends and uncertainties and
assessment of whether these trends and uncertainties will have, or are reasonably
likely to have, a material impact on your liq uidity, capital resour ces, or results of
operations.  See SEC Release No. 33-8350.  For example, consider discussing the
impact of the Phase II deployment and the working capital that you will need and
expect to raise in order to implemen t the Phase II deployment.  Discuss the
financing that you intend to enter into and your course of action if you are unable
to secure financing.

A. Dale Mayo
Access Integrated Technologies, Inc.
August 6, 2008 Page 3  Critical Accounting Policies, page 23

 5. Your critical accounting policies should describe your estimates and assumptions
that are highly uncertain or  susceptible to change and the related material impact
on financial condition or operating performance.  For instance, you should
provide an enhanced discussion of the estimates and assumptions used in your
customized software development cont racts accounted for on a percentage-of-
completion basis.  Also, consider provi ding a discussion of impairment testing on
goodwill, intangible assets and fixed asse ts since your disclosures on page F-10
appear to indicate these areas require significant estimates and judgment.
Disclosure should be considered as to why these material accounting estimates
and assumptions bear the risk of change, how you arrived at the estimate, the accuracy of the estimate/assumption in the past, how they have changed, and any reasonably likely future changes.  We refer you to Section V of SEC Release No.
33-8350, Commission Guidance Regarding Management’s Discussion and
Analysis of Financial Conditi on and Results of Operations.
 Results of Operations, page 25

6. We note instances where two or more sour ces of a material change have been
identified, but the quantification of the amount that each source contributed to the
change is not disclosed.  As an example, your disclosure on page 25 indicates that
the $30.3 million increase in revenues duri ng fiscal 2007 was driven largely by
the ACS Acquisition, VPF revenues, license  fees earned for your TCC software
and the Bigger Picture Acquisition offset by revenues from your IDCs.  As another example, your disclosure on page 27 indicates that the $4.4 million
increase in direct operating costs during fiscal 2008 was due to the acquisition of ACS, minimum guaranteed obligations unde r the theatre advertising agreements
with exhibitors for displaying cinema adverting, the acquisition of The Bigger
Picture and the IDC disposition.  Tell us  your consideration of quantifying each
source that contributed to a material ch ange pursuant to the requirements of the
related interpretive guidance in Section III. D of SEC Release 33-6835 Interpretation:  Management’s Discussi on and Analysis of Financial Condition
and Results of Operations when preparing your MD&A discussion.

Liquidity and Capital Resources, page 28

 7. Your discussion of cash used in opera ting activities appears to be a mere
recitation of changes and other information evident from the financial statements.  Your disclosures should focus on the primar y drivers of and other material factors
necessary to provide an unde rstanding of your cash flow s and the indicative value
of historical cash flows.  In addition, where there has b een material variability in
historical cash flows, your discussion should focus on the underlying reasons for
the changes, as well as on their reasonably  likely impact on future cash flows.

A. Dale Mayo
Access Integrated Technologies, Inc.
August 6, 2008 Page 4
Tell us what consideration you gave to providing the disclosure in accordance with the related interpretive guidance in  to Section IV.B of  SEC Release No. 33-
8350.

Subsequent Events, page 31

8. You disclose that in May 2008, the comp any “filed a registration statement on
Form S-3 to register an additional 50 0,000 shares of Class A Common Stock for
future interest payments on the 2007 Senior Notes.”  Please revise this disclosure
to clarify that the registration statement was for the resale of the 500,000 shares of
Class A Common Stock by certain selling sh areholders and not an issuance by the
company.
 Item 7A.  Quantitative and Qualitative Disclosures About Market Risk, page 32

9. Please provide the quantitative disclosure re garding the interest rate risk that you
disclose as required by Item 305(a) of Regulation S-K or tell us why disclosure is not warranted.
 Consolidated Financial Statements

 Consolidated Statements of Operations, page F-4

 10. We note that you present a single line in the consolidated statements of operations for revenues and cost of revenues.  The disclosures throughout your filing appear
to indicate that you are offering both products  (i.e. software) and services.  Tell us
how your presentation complies with Rule 5-03 of Regulation S-X.

Consolidated Statements of Cash Flows, page F-5

 11. We note from your disclosures on pages F- 25 and F-26 that the One Year Senior
Notes and the Excel Term Note were repa id using a portion of the proceeds from
the August 2007 Private Placement.  Tell us  where the repayments of these debt
facilities are reflected on the face of your statement of  cash flows for the fiscal
year ended March 31, 2008.  Refer to paragraphs 11 through 13 of SFAS 95.

Notes to the Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Revenue Recognition, page F-14

12. Tell us your consider ation of reorganizing the pr esentation in your revenue
recognition policy to conform to your rea ligned your segments.  In this respect,

A. Dale Mayo
Access Integrated Technologies, Inc.
August 6, 2008 Page 5
your revenue recognition policy appears to indicate that your business is still
organized around the Media Services segmen t and Data Services segment rather
than the Media Services segment, Cont ent & Entertainment segment and Other
segment.  Indicate the amount of revenues generated from your Media Services segment, Content & Entertainment segment and Other segment for each year presented.
 13. We note that you indicate each of your source s of revenue in the table provided in
your revenue recognition policy disclosure.  Ensure that your policy discussion describes the timing of recognition and the basis for meeting the relevant revenue
recognition criteria for each type of deliverable you offe r.  Provide us with any
proposed revisions to your disclosures describing how you r ecognize revenue.
Refer to SAB Topic 13B, Question 1.

14. For each source of revenue accounted for in  accordance with SAB No. 104, tell us
how you considered the guidance in EITF  03-05 and paragraph 2 of SOP 97-2 in
determining that your arrangements fall within the scope of SAB No. 104.
Explain how you determined that any softwa re is incidental a nd not essential to
the functionality of the non-software items.  Describe the nature of your
maintenance and services.

15. We note from your disclosure in the ta ble that ASP Service arrangements are
accounted for in accordance with SOP 97- 2.  Describe the nature of these
arrangements.  Tell us how you considered the guidance in EITF 00-3 in accounting for your arrangements to provide ASP services.  In this regard, indicate whether the customer has the right  to take possession of the software at
any time during the arrangement without si gnificant penalty or costs and whether
it is feasible for the customer to either  run the software on its own hardware or
contract with another unrelated party to  host the software without significant
penalty.  Tell us the amount of re venue generated under the ASP Service
arrangements for each period presented.

16. We note from your disclosure in the ta ble that revenues relating to custom
software development contracts are acc ounted for in accordance with SAB No.
104.  However, your disclosure further indicates that customized software
development contracts are recognized on a percentage-of-completion basis.  The
percentage-of-completion method is a m odel that is contemplated by SOP 81-1,
not SAB No. 104.  Please clarify the acc ounting literature relied upon for your
customized software arrangements and te ll us how you evaluated paragraph 7 of
SOP 97-2 when determining your accounti ng treatment.  Provide us with any
proposed revisions to your disclosures.

17. Explain the nature of any multiple element arrangements.  Describe the nature of
the elements involved and th e nature of the units of accounting that you account

A. Dale Mayo
Access Integrated Technologies, Inc.
August 6, 2008 Page 6
for as a separate and discre te earnings process.  Tell us whether you are able to
establish fair value (or VSOE, if applicab le) for the individual elements and how
you considered the separation and alloca tion guidance in EITF 00-21 (or SOP 97-
2, if applicable).  Your response shou ld discuss the accounting policy for each
unit of accounting as well as how units of accounting are determined and valued.   Please be as detailed as po ssible in your response.

18. You indicate that cinema a dvertising service revenues are accounted for pursuant
to SOP 00-2.  Further describe the na ture and significant terms of your
arrangements with your customers and th e exhibitors, including your rights and
obligations.  Your response should explai n the nature of the fees you receive and
the costs you incur.  Explain how these arrangements are within  the scope of SOP
00-2.  Also, explain how you contemplated  the indicators for gross versus net
revenue reporting in EITF 99-19 in your  presentation of revenues and direct
operating costs.

19. Please clarify the nature and terms of your arrangements to licen se digital systems
to exhibitors and to collect VPFs fr om motion picture studios and ACFs from
alternative content providers.  Explai n how you recognize revenues and identify
the specific accounting guidance that you re ly upon in recogniz ing revenues for
the licensing of the digital systems to exhibitors and the collection of VPF and
ACF fees.  Describe how you determine the amount of VPF and ACF fees to recognize each period.  In addition, te ll us the amount of related revenues
recognized from exhibitors as well as the amount of VPF and ACF fees incurred
for each period presented.  As part of your response, tell us what consideration you gave to the guidance in paragraph 4 of SOP 97-2 and EITF 01-8.  Also,
identify where you have disclosed your related revenue recognition policy.

Direct Operating Costs, page F-15

20. You indicate that other deferred expens es are capitalized and amortized on a
straight-line basis ove r the same period as the relate d cinema advertising revenues
are recognized.  Explain how you assess the recoverability of your deferred costs
and cite the authoritative accounting literatur e relied upon.  In this regard, we note
that your total deferred costs exceed your deferred revenues as of March 31, 2008.

Net Loss Per Share Available to Common Stockholders, page F-17

21. Describe the dividend righ ts of your Class B Common Stock.  Tell us whether
your Class B Common Stoc k is required to participate in your net losses.  Tell us
what consideration you gave to presenti ng net loss per share for each class of
common stock and how you have considered  the guidance in Issue 5 of EITF 03-
6.

A. Dale Mayo
Access Integrated Technologies, Inc.
August 6, 2008 Page 7

Note 7.  Stockholders’ Equity

AccessIT and AccessDM Stock Option Plans, F-30

22. Tell us your consider ation of providing the disclosures required by paragraphs
A240(c)(1) and (2) a nd (e)(2) of SFAS 123R.
 Note 10. Segment Information, page F-36

 23. Your disclosures indicate that you have three reportable segments including the
Media Services segment, Content & Ente rtainment segment and Other segment.
Tell us your consideratio n for providing all of th e disclosures required by
paragraphs 25 to 28 of SFAS 131 for each period for which an income statement
is presented, with prior pe riods restated as described in paragraphs 34 and 35.  In
this respect, your disclosures should incl ude information about segment profit or
loss, including certain revenues and expens es included in segment profit or loss,
reconciled to your total c onsolidated revenues and your total consolidated
operat

CORRESP
1
filename1.htm

    corresp_1291484.htm

    June 30,
2008

    Securities
and Exchange Commission

    450 Fifth
Street, N.W.

    Washington,
D.C. 20549

              Re:

              Access
      Integrated Technologies, Inc.

              Registration Statement
      on Form S-3, as amended (Registration No.
    333-150661)

    Dear Sir
or Madam:

    Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of
1933, as amended, Access Integrated Technologies, Inc., a Delaware corporation
(the “Company”), hereby requests that the effectiveness of its Registration
Statement on Form S-3, as amended (Registration No. 333-150661) be accelerated
so that it will become effective at 11:00 a.m. (eastern time), June 30, 2008, or
as soon thereafter as practicable.

              The
      Company hereby acknowledges that:

              ·

              should
      the Commission or the staff, acting pursuant to delegated authority,
      declare the filing effective, it does not foreclose the Commission from
      taking any action with respect to the filing;

              ·

              the
      action of the Commission or the staff, acting pursuant to delegated
      authority, in declaring the filing effective, does not relieve the Company
      from its full responsibility for the adequacy and accuracy of the
      disclosure in the filing; and

              ·

              the
      Company may not assert staff comments and the declaration of effectiveness
      as a defense in any proceeding initiated by the Commission or any person
      under the federal securities laws of the United
  States.

              Very
      truly yours,

            ACCESS
      INTEGRATED TECHNOLOGIES, INC.

              By:

      /s/ Gary S. Loffredo

              Gary
      S. Loffredo, Esq.

              Senior
      Vice President-Business Affairs

              General
      Counsel and Secretary

          55
Madison Avenue - Suite 300 - Morristown, New Jersey 07960

          Tel:
(973) 290-0080 - Fax: (973) 290-0081 - www.AccessITX.com

CORRESP
1
filename1.htm

    corresp_1291484.htm

    June 27,
2008

    Securities
and Exchange Commission

    450 Fifth
Street, N.W.

    Washington,
D.C. 20549

              Re:

              Access
      Integrated Technologies, Inc.

              Registration Statement
      on Form S-3, as amended (Registration No.
    333-150661)

    Dear Sir
or Madam:

    Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of
1933, as amended, Access Integrated Technologies, Inc., a Delaware corporation
(the “Company”), hereby requests that the effectiveness of its Registration
Statement on Form S-3, as amended (Registration No. 333-150661) be accelerated
so that it will become effective at 11:00 a.m. (eastern time), June 30, 2008, or
as soon thereafter as practicable.

              The
      Company hereby acknowledges that:

              ·

              should
      the Commission or the staff, acting pursuant to delegated authority,
      declare the filing effective, it does not foreclose the Commission from
      taking any action with respect to the filing;

              ·

              the
      action of the Commission or the staff, acting pursuant to delegated
      authority, in declaring the filing effective, does not relieve the Company
      from its full responsibility for the adequacy and accuracy of the
      disclosure in the filing; and

              ·

              the
      Company may not assert the declaration of effectiveness as a defense in
      any proceeding initiated by the Commission or any person under the federal
      securities laws of the United
States.

              Very
      truly yours,

            ACCESS
      INTEGRATED TECHNOLOGIES, INC.

              By:

      /s/ Gary S. Loffredo

              Gary
      S. Loffredo, Esq.

              Senior
      Vice President-Business Affairs

              General
      Counsel and Secretary

          55
Madison Avenue - Suite 300 - Morristown, New Jersey 07960

          Tel:
(973) 290-0080 - Fax: (973) 290-0081 - www.AccessITX.com

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

Mail Stop 4561

June 23, 2008

A. Dale Mayo President and Chief Executive Officer Access Integrated Technologies, Inc. 55 Madison Avenue, Suite 300 Morristown, NJ  07960
 Re: Access Integrated Technologies, Inc.
  Amd. No. 1 to Registration Statement on Form S-3   Filed June 13, 2008   File no.  333- 150661

Dear Mr. Mayo:
  We have reviewed your amended filing and have the following comments.    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.
 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.
Selling Stockholders, page 15

A. Dale Mayo
Access Integrated Technologies, Inc.
June 23, 2008 Page 2

 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 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.
 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.

* * * * *

As appropriate, please amend your registration statement in response to our
comments.  Your responsive amendment should also include a marked copy of the amended filing that conforms with the pr ovisions of Rule 310 of Regulation S-T.
Marked copies such as those in HTML format that show changes within paragraphs help us to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We direct your attention to Rule 460 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
 You may contact Matt Crispino at (202)  551-3456 or Jay Ingram at (202) 551-
3397 if you have questions.  If you require further assistance, please contact me at (202) 551-3735.             S i n c e r e l y ,             B a r b a r a  C .  J a c o b s          A s s i s t a n t  D i r e c t o r    cc: Via Facsimile: (212) 808-7897

A. Dale Mayo
Access Integrated Technologies, Inc. June 23, 2008 Page 3

 Carol W. Sherman, Esq.   Kelley Drye & Warren LLP  Telephone: (212) 808-7800

CORRESP
1
filename1.htm

    corresp_1288589.htm

    June
13, 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
      May 6, 2008

              File
      No. 333-150661

              Form
      10-Q for the quarterly period ended December 31,
  2007

              Filed
      February 8, 2008

            File
      No. 000-51910

    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 2, 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”), and the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2007
(the “Form 10-Q”), as applicable.

        Ms.
Barbara C. Jacobs

        June
13, 2008

        Page
Two

    Form S-3 filed May 6,
2008

    General

              1.

              You
      currently have several outstanding effective registration
      statements.  In the interest of simplified disclosure, please
      consider the application of Securities Act Rule 429.  You may
      wish to rely upon this rule by filing an amendment that contains a single
      prospectus relating to the shares in this offering and in your other
      outstanding offerings.  Absent the use of Rule 429, please
      revise the cover page of the registration statement to reference concisely
      your concurrent offerings.

    ANSWER:

    The
Company does not wish to combine prospectuses under Rule 429 at this time and
will make appropriate disclosure in the registration statement.

              Cover
      Page

              2.

              Use
      of the term “kicker shares” on the cover page and in the summary is
      inconsistent with Rule 421(d), which requires that registrations avoid the
      use of legal jargon in the forepart of the prospectus.  Either
      provide a brief definition of the term on the cover page and in the
      summary of the prospectus or delete the
term.

    ANSWER:

    The
Company will add a brief definition of the term “Kicker Shares” on the cover
page and in the summary of the prospectus.  The definition will be as
follows:

    “Kicker
Shares” are shares of AccessIT’s Class A Common Stock that are payable to the
holders of the 2007 Senior Notes under the terms of the 2007 Senior Notes, in
addition to interest at the annual rate of 10% (which may be paid, at the
Company’s option, in cash or shares of Class A Common Stock), calculated as set
forth in the 2007 Senior Notes.

              Selling Stockholders,
      page 15

              3.

              Please
      describe in materially complete terms the transactions whereby the shares
      to be resold by the selling shareholders were issued.  Please
      disclose the basic terms of all such issuance transactions, including the
      dates the transactions took place, the material terms of the
      transactions, the parties who participated in the transactions and the
      number of shares received by them.

          Ms.
Barbara C. Jacobs

          June
13, 2008

          Page
Three

    ANSWER:

    The
Company will add to the prospectus a description of the transactions whereby the
shares to be resold by the selling shareholders were issued.

              4.

              For
      each selling security holder that is a legal entity, please ensure that
      your document discloses the natural person or persons who exercise the
      sole or shared voting and/or dispositive powers with respect to the shares
      to be offered by that shareholder.  Refer to Interp. I.60 of
      Telephone Interp. Manual (July 1997) and Interp. 4S of Reg. S-K section
      3/99 Supp. to Manual.

    ANSWER:

              For
      each selling security holder that is a legal entity, below please find a
      list of the natural person or persons whom the security holder has
      informed us exercises the sole or shared voting and/or dispositive powers
      with respect to the shares to be offered by that
      shareholder.  We will reflect the disclosure of such persons in
      the Form S-3.

              Note
      Holder

              Persons Exercising
      Voting or Dispositive Power

              Silver
      Oak Capital, L.L.C.

              John
      M. Angelo and Michael L. Gordon, as Controlling Members of Silver Oak
      Capital, L.L.C.

              Goldman
      Sachs Credit Partners L.P.

              The
      Goldman Sachs Group, Inc. is the beneficial owner of Goldman Sachs Credit
      Partners L.P., and the voting and dispositive power is exercised by its
      management committee and their delegates

               Alexandra
      Global Master Fund Ltd.

               Mikhail
      Filimonov, as Chief Executive Officer of Alexandra Investment Management,
      LLC, its Agent

            Ms.
Barbara C. Jacobs

            June
13, 2008

            Page
Four

              Lagunitas
      Partners LP

              Jon
      D. Gruber and J. Patterson McBaine, as Managing Members of Gruber &
      McBaine Capital Management, the General Partner

              Gruber
      & McBaine International

              Jon
      D. Gruber and J. Patterson McBaine, as Managing Members of Gruber &
      McBaine Capital Management, the General Partner

              Jon
      D. & Linda W. Gruber Trust

              Jon
      D. Gruber, as Trustee

              Aristeia
      International Limited

                Kevin
      C. Toner, Robert H. Lynch Jr., Anthony M. Frascella and William R. Techar,
      as joint owners of Aristeia Capital LLC, the investment manager for
      Aristeia International Limited

              Aristeia
      Partners, L.P.

                Kevin
      C. Toner, Robert H. Lynch Jr., Anthony M. Frascella and William R. Techar,
      as joint owners of Aristeia Advisors LLC, the general partner of Aristeia
      Partners, L.P.

              Aristeia
      Special Investments Master, L.P.

                Kevin
      C. Toner, Robert H. Lynch Jr., Anthony M. Frascella and William R. Techar,
      as joint owners of Aristeia Capital LLC, the investment manager for
      Aristeia Special Investments Master,
L.P.

        Ms.
Barbara C. Jacobs

        June
13, 2008

        Page
Five

              Enable
      Growth Partners, LP

              Mitch
      Levine, Managing Member and Chief Executive Officer, and Brendan O’Neil,
      President and Chief Investment Officer, of Enable Capital Management
      LLC,  the manager of Enable Growth Partners, LP

              Enable
      Opportunity Partners LP

              Mitch
      Levine, Managing Member and Chief Executive Officer, and Brendan O’Neil,
      President and Chief Investment Officer, of Enable Capital Management LLC,
      the manager of Enable Opportunity Partners LP

                Pierce
      Diversified Strategy Master Fund LLC, Ena

                Mitch
      Levine, Managing Member and Chief Executive Officer, and Brendan O’Neil,
      President and Chief Investment Officer, of Enable Capital Management LLC,
      the manager of Pierce Diversified Strategy Master Fund LLC,
      Ena

              5.

              Please
      tell us whether any of the selling stockholders that are legal entities
      are broker-dealers or affiliates of broker-dealers.  If any
      selling stockholders are registered broker-dealers who acquired their
      shares as investments, rather than as transaction-based compensation for
      the performance of investment banking or similar services, they should be
      named as underwriters.  With respect to any affiliates of
      registered broker-dealers, expand the prospectus to indicate whether they
      acquired the securities to be resold in the ordinary course of
      business.  Also indicate whether at the time of the acquisition
      they had any agreements, understandings or arrangements with any other
      persons, either directly or indirectly, to dispose of the
      securities.

          Ms.
Barbara C. Jacobs

          June
13, 2008

          Page
Six

    ANSWER:

      Two
holders, Silver Oak Capital, L.L.C. and Goldman Sachs Credit Partners L.P., are
affiliates of registered broker-dealers by virtue of being under common control
with them.  No broker-dealer was involved in the purchase of the
relevant shares of Class A Common Stock, and no broker-dealer will be involved
in the sale of such shares.  Silver Oak Capital, L.L.C. and Goldman
Sachs Credit Partners L.P. purchased such shares in the ordinary course of their
businesses, and neither is a party to any agreement or other understanding to
distribute the shares, directly or indirectly. Such disclosure will be added to
the Registration Statement.

              Item
      17.  Undertakings, page
II-3

              6.

              It
      does not appear as though Item 512(i) of Regulation S-K is applicable to
      this transaction.  Please
advise.

    ANSWER:

    We
agree that Item 512(i) of Regulation S-K is not applicable and we will revise
the Undertakings accordingly.

              Signatures

              7.

              Your
      Form S-3 must be signed by your controller or principal accounting
      officer.  See Instruction 1 to Signatures in the Form
      S-3.  If one person acts in both of these capacities, you must
      indicate on the signature page all of the capacities in which the person
      is signing the Form S-3.  Please
  revise.

    ANSWER:

    The
Company’s Principal Financial Officer also acts in the capacity of Principal
Accounting Officer.  We will indicate that under his signature
whenever it appears.

              Form 10-Q for the
      Quarterly Period ended December 31,
2007

    Controls and Procedures,
page 29

              8.

              In
      expressing your conclusions regarding the effectiveness of your
      “disclosure controls and procedures,” you recite only a portion of that
      term as defined in Rule 13a-15(e).  In your response letter,
      please indicate whether the evaluation of effectiveness was conducted with
      respect to the complete definition, rather than only the portion of
      the

          Ms.
Barbara C. Jacobs

          June
13, 2008

          Page
Seven

              definition
      that you recite in this section.  In future filings, please tie
      the effectiveness conclusion to the definition of disclosure controls and
      procedures set out in Rule 13a-15(e), or recite the entire
      definition.

    ANSWER:

              The
      evaluation of effectiveness was conducted with respect to the complete
      definition and the Company will recite the entire definition in future
      filings as follows:

    As
of the end of the period covered by this report, we conducted an evaluation,
under the supervision and with the participation of our principal executive
officer and principal financial officer, of the effectiveness of our disclosure
controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities
Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, our
principal executive officer and principal financial officer concluded that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC rules and forms, and that such information is
accumulated and communicated to our management, including our principal
executive officer and principal
financial officer, as appropriate to allow timely decisions regarding required
disclosure.

    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

Mail Stop 4561
June 2, 2008
  A. Dale Mayo President and Chief Executive Officer Access Integrated Technologies, Inc. 55 Madison Avenue, Suite 300 Morristown, NJ  07960
 Re: Access Integrated Technologies, Inc.
  Registration Statement on Form S-3   Filed May 6, 2008   File no.  333- 150661
   Form 10-Q for the quarterly period ended December 31, 2007   Filed February 8, 2008   File No. 000-51910
Dear Mr. Mayo:
  We have limited our review of the filings noted above to those issues addressed in our comments below.  Where indicated, we think you should revise your filings 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 detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to
call us at the telephone numbers listed at the end of this letter.

A. Dale Mayo
Access Integrated Technologies, Inc.
June 2, 2008 Page 2  Form S-3

 General

 1. You currently have several outstanding effective registration statements. In the interest of simplified disclosure, please consider the application of Securities Act Rule 429.  You may wish to rely upon this rule by filing an amendment that contains a single prospectus relating to the shares in this offering and in your other outstanding offerings.  Absent the use of Rule 429, please revise the cover page of the registration statement to reference concisely your concurrent offerings.
 Cover Page

 2. Use of the term “kicker shares” on the cover page and in the summary is inconsistent with Rule 421(d), which requires that registrants avoid the use of legal jargon in the forepart of the prospectus.  Either provide a brief definition of the term on the cover page and in the summary of the prospectus or delete the term.
 Selling Stockholders, page 15

3. Please describe in materially complete terms the transactions whereby the shares to be resold by the selling shareholders were issued.  Please discloses the basic terms of all such issuance transactions, including the dates the transactions took place, the material terms of the transactions, the parties who participated in the transactions and the number of shares received by them.

4. For each selling security holder that is a legal entity, please ensure that your document discloses the natural person or persons who exercise the sole or shared voting and/or dispositive powers with respect to the shares to be offered by that shareholder.  Refer to Interp. I.60 of Telephone Interp. Manual (July 1997) and Interp.4S of Reg. S-K section of 3/99 Supp. to Manual.
 5. Please tell us whether any of the selling stockholders that are legal entities are broker-dealers or affiliates of broker-dealers.  If any selling stockholders are registered
broker-dealers who acquired their shares as investments, rather than as transaction-based compensation for the performance of investment banking or similar services, they should be named as underwriters.  With respect to any affiliates of registered broker-dealers, expand the prospectus to indicate whether they acquired the securities to be resold in the ordinary course of business.  Also indicate whether at the time of the acquisition they had any agreements, understandings or arrangements with any other persons, either directly or indirectly, to dispose of the securities.

A. Dale Mayo
Access Integrated Technologies, Inc.
June 2, 2008 Page 3  Item 17. Undertakings, page II-3

 6. It does not appear as though Item 512(i) of Regulation S-K is applicable to this transaction.  Please advise.
 Signatures

 7. Your Form S-3 must be signed by your controller or principal accounting officer.  See Instruction 1 to Signatures in the Form S-3.  If one person acts in both of these capacities, you must indicate on the signature page all of the capacities in which the person is signing the Form S-3.  Please revise.
 Form 10-Q for the Quarterly Period ended December 31, 2007

 Controls and Procedures, page 29

 8. In expressing your conclusions regarding the effectiveness of your “disclosure controls and procedures,” you recite only a portion of that term as defined in Rule 13a-15(e).  In your response letter, please indicate whether the evaluation of effectiveness was conducted with respect to the complete definition, rather than only the portion of the definition  that you recite in this section.  In future filings, please tie
the effectiveness conclusion to the definition of disclosure controls and procedures set out in Rule 13a-15(e), or recite the entire definition.

* * * * *

As appropriate, please amend your registration statements in response to these
comments.  Your responsive amendments should also include marked copies of the amended filings that conform with the provisions of Rule 310 of Regulation S-T.  Marked copies such as those in HTML format that show changes within paragraphs help us to expedite our review.  Please furnish a cover letter with your amendments that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendments and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all the facts relating to a company’s disclosure, they are responsible for the accuracy and adequately of the disclosures they have made.

A. Dale Mayo
Access Integrated Technologies, Inc.
June 2, 2008 Page 4   Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
• the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.     We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
You may contact Matt Crispino at (202) 551-3456 or Jay Ingram at (202) 551-3397 if
you have questions.  If you require further assistance, please contact me at (202) 551-3735.            S i n c e r e l y ,             B a r b a r a  C .  J a c o b s          A s s i s t a n t  D i r e c t o r    cc: Via Facsimile: (212) 808-7897

A. Dale Mayo
Access Integrated Technologies, Inc. June 2, 2008 Page 5   Jonathan K. Cooperman, Esq.   Carol W. Sherman, Esq.   Kelley Drye & Warren LLP  Telephone: (212) 808-7800