FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MAYO A DALE 		2. Issuer Name and Ticker or Trading Symbol

ACCESS INTEGRATED TECHNOLOGIES INC [ AIXD ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President, CEO and Chairman
(Last)          (First)          (Middle)

C/O ACCESS INTEGRATED TECHNOLOGIES, INC., 55 MADISON AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/10/2008
(Street)

MORRISTOWN, NJ 07960
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock                  733811   D  
 
Class A Common Stock   11/10/2008     P    100   A $.86   130988   (1) D  
 
Class A Common Stock   11/10/2008     P    1100   A $.91   132088   (1) D  
 
Class A Common Stock   11/10/2008     P    1000   A $.90   133088   (1) D  
 
Class A Common Stock   11/10/2008     P    900   A $.92   133988   (1) D  
 
Class A Common Stock   11/10/2008     P    100   A $.95   134088   (1) D  
 
Class A Common Stock   11/10/2008     P    300   A $.87   134388   (1) D  
 
Class A Common Stock   11/10/2008     P    400   A $.89   134788   (1) D  
 
Class A Common Stock   11/10/2008     P    46100   A $.88   180888   (1) D  
 
Class A Common Stock                  99500   I   By spouse   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $7.04                   3/8/2006   6/9/2010   Class A Common Stock   100000     100000   D  
 
Stock Option (Right to Buy)   $10.89                   9/14/2006   12/15/2010   Class A Common Stock   300000     300000   D  
 
Stock Option (Right to Buy)   $3.25                   3/31/2011   (3) 3/31/2013   Class A Common Stock   750000     750000   D  
 

Explanation of Responses:
( 1)  Includes 59,761 shares of Class A Common shares issued on January 24, 2008, pursuant to the Issuer's Second Amended and Restated 2000 Equity Incentive Plan, one-third of which shares vest on each anniversary of the date of grant.
( 2)  Includes 12,000 shares of Class A common stock held for the account of Reporting Person's grandchildren, the custodian of which accounts is Reporting Person's spouse. Reporting Person disclaims beneficial ownership of all the shares of Class A common stock held by the Reporting Person's spouse.
( 3)  Vesting may accelerate as follows: (a) on 3/31/09, 1/3 of the options will vest if the Class A Common Stock (the "Common Stock") has traded at $7.00 or more for at least 10 consecutive trading days (a "10-day period") during the year ending on such date; 2/3 of the options will vest if the Common Stock has traded at $9.50 or more for a 10-day period during the year ending on such date; or all of the options will vest if the Common Stock has traded at $12.00 or more for a 10-day period during the year ending on such date; and (b) on 3/31/10, 1/3 of the unvested options will vest if the Common Stock has traded at $7.00 or more for a 10-day period during the two years ending on such date; 2/3 of the unvested options will vest if the Common Stock has traded at $9.50 or more for a 10-day period during the two years ending on such date; or all of the unvested options will vest if the Common Stock has traded at $12.00 or more for a 10-day period during the year ending on such date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MAYO A DALE
C/O ACCESS INTEGRATED TECHNOLOGIES, INC.
55 MADISON AVENUE
MORRISTOWN, NJ 07960 		X X President, CEO and Chairman

Signatures
/s/ A. Dale Mayo 11/10/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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