<SUBMISSION>
<ACCESSION-NUMBER>0000932440-05-000193
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>7
<FILING-DATE>20050425
<DATE-OF-FILING-DATE-CHANGE>20050425
<EFFECTIVENESS-DATE>20050425
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ACCESS INTEGRATED TECHNOLOGIES INC
<CIK>0001173204
<ASSIGNED-SIC>7389
<IRS-NUMBER>223720962
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-124290
<FILM-NUMBER>05769900
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>55 MADISON AVE
<CITY>MORRISTOWN
<STATE>NJ
<ZIP>07960
<PHONE>973-290-0080
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>forms8_1005026.txt
<DESCRIPTION>FORMS8_1005026
<TEXT>
          As filed with the Securities and Exchange Commission on April 25, 2005
                                                       Registration No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------

                      ACCESS INTEGRATED TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

             DELAWARE                                    22-3720962
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                          55 Madison Avenue, Suite 300
                              Morristown, NJ 07960
                    (Address of Principal Executive Offices)

              FIRST AMENDED AND RESTATED 2000 STOCK OPTION PLAN OF
                      ACCESS INTEGRATED TECHNOLOGIES, INC.
                            (Full Title of the Plan)

                                  A. DALE MAYO
                      Chief Executive Officer and President
                      Access Integrated Technologies, Inc.
                          55 Madison Avenue, Suite 300
                              Morristown, NJ 07960
                     (Name and Address of Agent for Service)

                                 (973) 290-0080
          (Telephone Number, Including Area Code, of Agent for Service)

                                 WITH A COPY TO:

                           JONATHAN K. COOPERMAN, ESQ.
                            Kelley Drye & Warren LLP
                                 101 Park Avenue
                            New York, New York 10178
                                 (212) 808-7800

                             ----------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================

   Title of Securities        Amount To Be        Proposed Maximum       Proposed Maximum           Amount of
    To Be Registered           Registered        Offering Price Per     Aggregate Offering      Registration Fee
                                                      Share(1)               Price(1)
-------------------------- -------------------- ---------------------- ---------------------- ----------------------

<S>                        <C>                            <C>                    <C>                    <C>
Class A Common Stock,      850,000 Shares (2)             $6.16                  $5,236,000             $616.27
$0.001 par value
====================================================================================================================
</TABLE>

(1)      Estimated solely for the purpose of calculating the registration fee in
         accordance  with Rule 457(c) and (h) under the  Securities Act of 1933,
         as amended.  The price per share is  estimated  based on the average of
         the high and low  trading  prices for the  Registrant's  Class A common
         stock on April 22, 2005, as reported by the American Stock Exchange.

(2)      Pursuant to Rule 416  promulgated  under the Securities Act of 1933, as
         amended, this registration statement also relates to such indeterminate
         number of additional  shares of Class A common stock of the  Registrant
         as may be  issuable  in the  event of a stock  dividend,  stock  split,
         recapitalization,   or  other   similar   capital   structure,   merger
         consolidation, spin-off, split-off, spin-out, split-up, reorganization,
         partial  or  complete  liquidation,  or other  distribution  of assets,
         issuance of rights or warrants  to  purchase  securities,  or any other
         corporate  transaction  or event having an effect similar to any of the
         foregoing.

================================================================================

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information specified by Part I of this Form
S-8 Registration Statement (the "Registration  Statement") will be sent or given
to  participants  in the First  Amended and  Restated  2000 Stock Option Plan of
Access Integrated Technologies, Inc., a Delaware corporation (the "Company"), as
amended (the "Plan"), by the Company as specified in Rule 428(b)(1)  promulgated
by  the  Securities  and  Exchange   Commission  (the  "Commission")  under  the
Securities Act of 1933, as amended (the "Securities  Act"). Such document(s) are
not being filed with the  Commission  but  constitute  (along with the documents
incorporated by reference into the Registration  Statement pursuant to Item 3 of
Part II hereof),  a prospectus  that meets the  requirements of Section 10(a) of
the Securities Act.



                                       2
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents have been filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and are hereby incorporated by reference in this Registration Statement:

     o    our annual  report on Form 10-KSB for the year ended  March 31,  2004,
          filed with the Commission on June 25, 2004;

     o    our  quarterly  report on Form 10-QSB for the  quarter  ended June 30,
          2004,  filed with the  Commission  on August 12, 2004;

     o    our quarterly  report on Form 10-QSB for the quarter  ended  September
          30, 2004, filed with the Commission on November 12, 2004;

     o    our quarterly report on Form 10-QSB for the quarter ended December 31,
          2004, filed with the Commission on February 14, 2005;

     o    our  proxy  statement,  dated  September  22,  2004,  filed  with  the
          Commission on September 21, 2004;

     o    our current  report on Form 8-K,  dated April 2, 2004,  filed with the
          Commission on April 2, 2004;

     o    our current report on Form 8-K,  dated April 29, 2004,  filed with the
          Commission on April 29, 2004;

     o    our  current  report on Form 8-K,  dated June 3, 2004,  filed with the
          Commission on June 3, 2004;

     o    our  current  report on Form 8-K,  dated June 7, 2004,  filed with the
          Commission on June 8, 2004;

     o    our current  report on Form 8-K,  dated June 10, 2004,  filed with the
          Commission on June 10, 2004;

     o    our current report on Form 8-K, dated August 12, 2004,  filed with the
          Commission on August 12, 2004;

     o    our current report on Form 8-K, dated August 12, 2004,  filed with the
          Commission on August 12, 2004;

     o    our current report on Form 8-K, dated  September 14, 2004,  filed with
          the Commission on September 14, 2004;

     o    our current report on Form 8-K, dated October 21, 2004, filed with the
          Commission on October 21, 2004;


                                       3
<PAGE>

     o    our current report on Form 8-K, dated November 1, 2004, filed with the
          Commission on November 1, 2004;

     o    our current report on Form 8-K/A,  dated November 8, 2004,  filed with
          the Commission on November 8, 2004;

     o    our current report on Form 8-K,  dated  November 10, 2004,  filed with
          the Commission on November 10, 2004;

     o    our current report on Form 8-K,  dated  November 19, 2004,  filed with
          the Commission on November 19, 2004;

     o    our current report on Form 8-K,  dated  December 27, 2004,  filed with
          the Commission on December 27, 2004;

     o    our current report on Form 8-K/A,  dated February 2, 2005,  filed with
          the Commission on February 2, 2005;

     o    our current report on Form 8-K,  dated  February 10, 2005,  filed with
          the Commission on February 10, 2005;

     o    our current report on Form 8-K,  dated  February 10, 2005,  filed with
          the Commission on February 10, 2005;

     o    our current  report on Form 8-K,  dated March 8, 2005,  filed with the
          Commission on March 9, 2005;

     o    the  description  of  our  Class  A  common  stock  contained  in  our
          registration  statement on Form 8-A (File No.  001-31810),  filed with
          the  Commission  under Section 12 of the Exchange Act on September 24,
          2003; and

     o    all documents  subsequently  filed by the Company with the  Commission
          pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act,
          prior to the filing of a post-effective amendment which indicates that
          all  securities  offered  have  been  sold or  which  deregisters  all
          securities then remaining  unsold,  shall be deemed to be incorporated
          by reference in this  Registration  Statement  and to be a part hereof
          from the date of filing of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The amended and restated certificate of incorporation and the bylaws of the
Company  provide that the Company shall  indemnify  its officers,  directors and


                                       4
<PAGE>

certain  others  to  the  fullest  extent  permitted  by  the  Delaware  General
Corporation Law ("DGCL"). Section 145 of the DGCL, provides in pertinent part as
follows:

     (a) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

     (c) To the  extent  that a  present  or former  director  or  officer  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
Section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     (d) Any  indemnification  under  subsections  (a)  and (b) of this  Section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that indemnification of the present or
former  director,  officer,  employee  or agent is proper  in the  circumstances
because he has met the  applicable  standard of conduct set forth in subsections
(a) and (b) of this Section.  Such determination shall be made with respect to a
person who is a director or officer at the time of such  determination  (1) by a
majority  vote of  directors  who  are  not  parties  to  such  action,  suit or
proceeding, even though less than a quorum, (2) by a committee of such directors
designated by majority vote of such  directors,  even though less than a quorum,
(3) if  there  are no  such  directors,  or if  such  directors  so  direct,  by
independent legal counsel in a written opinion or (4) by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil,  criminal,  administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on


                                       5
<PAGE>

behalf of such  director or officer to repay such amount if it shall  ultimately
be determined  that he is not entitled to be indemnified  by the  corporation as
authorized in this section.  Such expenses (including  attorneys' fees) incurred
by former  directors  and officers or other  employees and agents may be so paid
upon such terms and conditions, if any, as the corporation deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this Section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     (g) A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person,  who is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this Section.

     (h) For purposes of this  Section,  references to "the  corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under  this  Section  with  respect  to  the  resulting  or  surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

     (i) For purposes of this Section,  references to "other  enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on a person  with  respect to any  employee  benefit  plan;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee or agent of the  corporation,  which
imposes duties on, or involves services by, such director, officer, employee, or
agent of the corporation, which imposes duties on, or involves services by, such
director,  officer, employee, or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a
manner he  reasonably  believed to be in the  interest of the  participants  and
beneficiaries  of an  employee  benefit  plan shall be deemed to have acted in a
manner "not opposed to the best interests of the  corporation" as referred to in
this Section.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

     As permitted by Section 102(b)(7) of the DGCL, the Company's fourth amended
and restated  certificate of incorporation  eliminates the personal liability of
each of the Company's directors to the Company and its stockholders for monetary
damages for breaches of his or her  fiduciary  duties as a director  except that
the fourth amended and restated  certificate of incorporation does not eliminate
or limit the  liability  of a director  to the extent that such  elimination  or
limitation of liability is expressly  prohibited by the DGCL as in effect at the
time of the alleged breach of duty by such director.


                                       6
<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER                                    DESCRIPTION
-------         ----------------------------------------------------------------

4.1             First  Amended  and  Restated  2000 Stock  Option Plan of Access
                Integrated  Technologies,  Inc.  (incorporated by reference from
                the Company's Registration Statement on Form SB-2 filed with the
                Commission on August 6, 2003 (File No. 333-107711))

4.2             Amendment  No. 1 to First Amended and Restated 2000 Stock Option
                Plan of Access Integrated  Technologies,  Inc.  (incorporated by
                reference from the Company's Amendment No. 1 to its Registration
                Statement  on Form SB-2 filed with the  Commission  on September
                22, 2003 (File No. 333-107711)

*4.3            Amendment  No. 2 to First Amended and Restated 2000 Stock Option
                Plan of Access Integrated Technologies, Inc.

*4.4            Form of Option Agreement

*5.1            Opinion of Kelley Drye & Warren LLP.

*23.1           Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).

*23.2           Consent of PricewaterhouseCoopers LLP.

*23.3           Consent of BDO Seidman, LLP.

*23.4           Consent of Singer Lewak Greenbaum & Goldstein LLP.

*24             Powers of Attorney  (included on the signature  page hereof).

------------------
* Filed herewith.

ITEM 9. UNDERTAKINGS.

     (a)  The undersigned Company hereby undertakes:

          (1)  To  file,   during  any  period  in  which  it  offers  or  sells
               securities,  a  post-effective  amendment  to  this  Registration
               Statement to:

               (i)  Include any prospectus  required by section  10(a)(3) of the
                    Securities Act;

               (ii) Reflect  in  the  prospectus  any  facts  or  events  which,
                    individually or together,  represent a fundamental change in
                    the  information  set forth in the  Registration  Statement.
                    Notwithstanding  the foregoing,  any increase or decrease in
                    volume of  securities  offered (if the total dollar value of
                    securities   offered   would  not  exceed   that  which  was
                    registered)  and any  deviation  from the low or high end of
                    the estimated maximum offering range may be reflected in the
                    form of  prospectus  filed with the  Commission  pursuant to


                                       7
<PAGE>

                    Rule 424(b) if, in the aggregate,  the changes in volume and
                    price  represent  no more  than a 20  percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    Registration Statement; and

              (iii) Include any  additional or changed  material  information on
                    the plan of distribution.

          (2)  For  determining  liability  under the Securities Act, treat each
               post-effective  amendment as a new registration  statement of the
               securities  offered,  and the offering of such securities at that
               time to be the initial bona fide offering.

          (3)  To file a  post-effective  amendment to remove from  registration
               any  of the  securities  that  remain  unsold  at the  end of the
               offering.

     (b)  The  undersigned  Company  hereby  undertakes  that,  for  purposes of
          determining any liability under the Securities Act, each filing of the
          Company's  annual report pursuant to section 13(a) or section 15(d) of
          the Exchange Act (and,  where  applicable,  each filing of an employee
          benefit plan's annual report pursuant to section 15(d) of the Exchange
          Act) that is incorporated by reference in the  registration  statement
          shall be deemed to be a new  registration  statement  relating  to the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof.

     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities   Act,  may  be  permitted  to   directors,   officers  and
          controlling  persons  of the  Company  pursuant  to  any  arrangement,
          provision  or  otherwise,  the  Company has been  advised  that in the
          opinion of the  Commission  such  indemnification  is  against  public
          policy  as  expressed  in  the  Securities  Act  and  is,   therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such  liabilities  (other  than the payment by the Company of expenses
          incurred or paid by a director,  officer or controlling  person of the
          Company in the successful  defense of any action,  suit or proceeding)
          is  asserted  by such  director,  officer  or  controlling  person  in
          connection  with the securities  being  registered,  the Company will,
          unless in the opinion of its  counsel  the matter has been  settled by
          controlling precedent,  submit to a court of appropriate  jurisdiction
          the question  whether  such  indemnification  by it is against  public
          policy as expressed in the  Securities Act and will be governed by the
          final adjudication of such issue.


                                       8
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Morristown,  State of New Jersey, on this 25th day of
April, 2005.


                                    ACCESS INTEGRATED TECHNOLOGIES, INC.


                                    By: /S/ A. DALE MAYO
                                        ----------------------------------------
                                        A. Dale Mayo, President and Chief
                                        Executive Officer



                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below hereby constitutes and appoints A. Dale Mayo and Gary S. Loffredo,
and  each  of  them   individually,   his  true  and  lawful  agent,  proxy  and
attorney-in-fact,  with full power of substitution and  resubstitution,  for him
and in his name, place and stead, in any and all capacities, to (i) act on, sign
and file with the Securities  and Exchange  Commission any and all amendments to
the registration statement (which includes any additional registration statement
under Rule 462(b))  together with all schedules and exhibits  thereto,  (ii) act
on,  sign and file  with the  Securities  and  Exchange  Commission  any and all
exhibits to the  registration  statement  and any and all exhibits and schedules
thereto,   (iii)  act  on,  sign  and  file  any  and  all  such   certificates,
applications, registration statements, notices, reports, instruments, agreements
and other documents necessary or appropriate in connection with the registration
or  qualification  under  foreign and state  securities  laws of the  securities
described in the registration  statement or any amendment thereto,  or obtain an
exemption therefrom, in connection with the offerings described therein and (iv)
take  any  and all  such  actions  which  may be  necessary  or  appropriate  in
connection therewith,  granting unto such agents, proxies and attorneys-in-fact,
and each of them  individually,  full power and authority to do and perform each
and every act and thing  necessary or  appropriate  to be done, as fully for all
intents  and  purposes  as he or she  might or could do in  person,  and  hereby
approving,   ratifying  and  confirming  all  that  such  agents,   proxies  and
attorneys-in-fact,  any of  them  or any of his or her or  their  substitute  or
substitutes  may lawfully do or cause to be done by virtue  hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

SIGNATURE(S)                  TITLE(S)                            DATE

/S/ A. DALE MAYO              President, Chief Executive          April 25, 2005
--------------------------    Officer and Chairman of the
A. Dale Mayo                  Board of Directors
                              (Principal Executive Officer)

/S/ KEVIN J. FARRELL          Senior Vice President - Data        April 25, 2005
--------------------------    Center Operations and Director
Kevin J. Farrell

/S/ BRETT E. MARKS            Senior Vice President - Business    April 25, 2005
--------------------------    Development and Director
Brett E. Marks



                                       9
<PAGE>

/S/ GARY S. LOFFREDO          Senior Vice President - Business    April 25, 2005
--------------------------    Affairs, General Counsel,
Gary S. Loffredo              Secretary and Director

/S/ BRIAN D. PFLUG            Senior Vice President - Accounting  April 25, 2005
--------------------------    and Finance (Principal Financial
Brian D. Pflug                and Accounting Officer)

/S/ ROBERT DAVIDOFF           Director                            April 25, 2005
--------------------------
Robert Davidoff

/S/ WAYNE L. CLEVENGER        Director                            April 25, 2005
--------------------------
Wayne L. Clevenger

/S/ MATTHEW W. FINLAY         Director                            April 25, 2005
--------------------------
Matthew W. Finlay

/S/ GERALD C. CROTTY          Director                            April 25, 2005
--------------------------
Gerald C. Crotty





                                       10
<PAGE>


EXHIBIT INDEX
-------------

EXHIBIT
NUMBER                                     DESCRIPTION
-------         ----------------------------------------------------------------

 4.3            Amendment No. 2 to First Amended and Restated  2000 Stock Option
                Plan of Access Integrated Technologies, Inc.

 4.4            Form of Option Agreement

 5.1            Opinion of Kelley Drye & Warren LLP.

 23.1           Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).

 23.2           Consent of PricewaterhouseCoopers LLP.

 23.3           Consent of BDO Seidman, LLP.

 23.4           Consent of Singer Lewak Greenbaum & Goldstein LLP.

 24             Powers of Attorney (included on the signature page hereof).



                                       11
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>ex4-3_949691.txt
<DESCRIPTION>EX4-3_949691
<TEXT>
                                                                     Exhibit 4.3

                                 AMENDMENT NO. 2
                                       TO
                           FIRST AMENDED AND RESTATED
           ACCESS INTEGRATED TECHNOLOGIES, INC. 2000 STOCK OPTION PLAN

          AMENDMENT NO. 2, dated as of October 14, 2004 (this  "Amendment"),  to
the First Amended and Restated  2000 Stock Option Plan (as amended,  the "Plan")
of  Access   Integrated   Technologies,   Inc.,  a  Delaware   corporation  (the
"Corporation").

          WHEREAS,  the Corporation  maintains the Plan, effective as of June 1,
2000; and

          WHEREAS,  in order to provide the Corporation  with the flexibility to
be able to  grant  additional  stock  options  to its  employees,  the  Board of
Directors  of  the  Corporation  deems  it to be in  the  best  interest  of the
Corporation  and its  stockholders  to amend the Plan in order to  increase  the
maximum number of shares of the  Corporation's  Class A Common Stock,  par value
$.001 per share, which may be issued and sold under the Plan from 600,000 shares
to 850,000 shares.

          NOW, THEREFORE, BE IT RESOLVED the Plan is hereby amended as follows:

          1. The first and second sentences of Section 4.01 shall be revised and
amended to read as follows:

               "The maximum  number of shares  authorized to be issued under the
Plan and  available  for issuance as Options  shall be 850,000  shares of Common
Stock.  No more  than  100,000  shares  shall be  granted  as an  Option  to any
Participant in any single calendar year."

          2. This  Amendment  shall be  effective as of the date first set forth
above,  which is the date that this  Amendment was approved by a majority of the
outstanding  votes cast at the October  14,  2004  meeting of the holders of the
Corporation's Class A Common Stock and Class B Common Stock.

          3. In all  respects  not  amended,  the Plan is  hereby  ratified  and
confirmed and remains in full force and effect.

                                    ACCESS INTEGRATED TECHNOLOGIES, INC.


                                    By:/S/ A. DALE MAYO
                                       ---------------------------------------
                                        A. Dale Mayo,
                                        President, Chief Executive Officer and
                                        Chairman of the Board of Directors

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>ex4-4_1005614.txt
<DESCRIPTION>EX4.4_1005614
<TEXT>
                                                                     Exhibit 4.4

                             STOCK OPTION AGREEMENT

                              as of ______________

            The  parties  to  this  Incentive   Stock  Option   Agreement  (this
"Agreement")  are  Access  Integrated  Technologies,  Inc.  (the  "Company"),  a
Delaware  corporation,  and  ___________  (the  "Optionee"),  an employee of the
Company.

            The Company desires to have the Optionee serve as an employee of the
Company and to provide  the  Optionee  with an  incentive  to put forth  maximum
effort for the success of the business.

            The Company has adopted the Access Colo, Inc. 2000 Stock Option Plan
(the "Plan"),  as amended, to attract and retain highly competent key employees,
directors  and  consultants  and to provide an  incentive  in  motivating  these
individuals to achieve long-term corporate objectives. Capitalized terms used in
this Agreement,  unless otherwise defined herein,  shall have the meanings given
to such terms in the Plan.

            This  Agreement  sets forth the terms and  conditions  applicable to
options to purchase  shares of the Common Stock of the Company,  par value $.001
per share (the "Common Stock"), granted to the Optionee under the Plan as of the
date first above written (the "Grant Date").

            Accordingly, intending to be legally bound hereby, the parties agree
as follows:

                                    ARTICLE I
                                GRANT OF OPTIONS

            1.1   Subject to the terms and conditions of this Agreement and
the Plan, the Company hereby grants to the Optionee as of the Grant Date the
right and option to purchase from the Company up to, but not exceeding in the
aggregate, ___________ shares of Common Stock, at an option price of
_______________ per share (the "Options"), and for the period beginning on
the Grant Date and ending on ______________ (the "Option Term").

            1.2 The Options are incentive  stock  options  within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended.

            1.3 The Options shall be subject to the terms and  conditions of the
Plan as well as the provisions of this Agreement.  The Plan, a copy of which has
been  provided to the  Optionee,  is  incorporated  by  reference  herein in its
entirety. In the event of any conflict between the Plan and this Agreement,  the
provisions of the Plan shall govern.


<PAGE>

                                   ARTICLE II
                      VESTING, EXERCISE AND TAX WITHHOLDING

            2.1 Unless sooner vested or terminated  pursuant to this  Agreement,
the Options granted to the Optionee  hereunder shall vest in accordance with the
terms of Exhibit A attached  hereto.  On and after the date Options have vested,
they may be  exercised at any time and from time to time during the Option Term,
subject  to  earlier  termination  in  accordance  with  Article  III.  Upon the
termination  of any of the  Options  pursuant  to Article  III,  the  Options so
terminated  shall cease to be exercisable and the Optionee shall have no further
rights under this Agreement with respect to the Options so terminated.

            2.2 The Company,  in its sole discretion,  shall have the right (but
shall not in any case be  obligated),  exercisable  at any time  after the Grant
Date,  to vest the Options,  in whole or in part,  prior to the time the Options
would otherwise vest under the terms of this Agreement.

            2.3  Vested  Options  shall  be  exercised  by the  Optionee  (i) by
delivering  to the  Company a Notice in the form set forth as  Exhibit B hereto,
together  with a check  payable  to the  order  of the  Company  or  such  other
consideration as may be appropriate pursuant to the Notice or (ii) in such other
form as may be permitted by the Company.

            2.4  The  Company  shall  notify  the  Optionee  of  the  amount  of
withholding tax or other tax, if any, that must be paid under federal and, where
applicable,  state and local law in connection  with the exercise of the Options
or the sale of shares of Common Stock subject to the Options. The Optionee shall
meet his withholding requirement (i) by direct payment to the Company in cash of
the amount of any taxes  required to be withheld with respect to such  exercise,
or (ii) in such other form as may be permitted by the Company.


                                   ARTICLE III
                            TERMINATION OF EMPLOYMENT

            3.1 In the event of the termination of employment of the Optionee by
the  Optionee  or the  Company  for any  reason  whatsoever  other than death or
permanent  disability  (as defined in Section 3.2), any Options that were vested
prior to the date of such termination (and which were not previously exercised),
together with any other Options  designated in writing by the  Committee,  shall
terminate on the earliest of (i) thirty days after the date of such termination,
or (ii) the last day of the Option Term.  Any Options that were not vested prior
to the  date  of such  termination  and do not  become  vested  pursuant  to the
immediately   preceding  sentence  shall  terminate  as  of  the  date  of  such
termination and shall not be exercisable at any time thereafter. For purposes of
this Article III, termination of employment with respect to a Participant who is
a director or  consultant  and who is not  otherwise  an employee of the Company
shall  mean  voluntary  or  involuntary  termination  of  Board  service  or the
consulting relationship, as the case may be, for any reason.

                                       2
<PAGE>


            3.2 In  the  event  of the  termination  of  the  employment  of the
Optionee  by reason of death or  permanent  disability,  any  Options  that were
vested  prior to the date of such  termination  (and which  were not  previously
exercised),  together  with any  other  Options  designated  in  writing  by the
Committee,  shall terminate on the earliest of (i) one hundred eighty days after
the date of such  termination,  or (ii) the last  day of the  Option  Term.  Any
Options  that were not vested prior to the date of such  termination  and do not
become vested pursuant to the immediately  preceding sentence shall terminate as
of the  date of such  termination  and  shall  not be  exercisable  at any  time
thereafter. As used in this Agreement, the term "permanent disability" means the
Optionee  being  deemed to have  suffered a  disability  that makes the Optionee
eligible for  immediate  benefits  under any  long-term  disability  plan of the
Company, as in effect from time to time.

            3.3 In the event of termination of employment,  the Company,  in its
sole discretion,  shall have the right (but shall not in any case be obligated),
exercisable  on or at any time after the Grant  Date,  to permit an Option to be
exercised,  in whole or in part,  after its expiration date described in Section
3.1 or Section 3.2, but not after the expiration of the Option Term.

            3.4 In the event of a Change in  Control  (as  defined in the Plan),
all  Options  outstanding  on the date of such  Change in Control  that have not
previously  vested or terminated  under the terms of this Agreement shall become
immediately  and  fully  exercisable.   Notwithstanding  the  foregoing,  unless
otherwise  determined by the Board, no change in control of the Company shall be
deemed to have occurred for purposes of determining a Participant's rights under
this Plan if (i) the  Participant is a member of a group that first  announces a
proposal  which,  if  successful,  would  result in a Change of  Control,  which
proposal (including any modifications thereof) is ultimately successful, or (ii)
the  Participant  acquires a two percent or more  equity  interest in the entity
that ultimately  acquires the Company  pursuant to the transaction  described in
clause (i) of this Section 3.4.


                                   ARTICLE IV
                                  MISCELLANEOUS

            4.1 The number and kind of shares subject to outstanding Options and
the option price for such shares shall be appropriately  adjusted to reflect any
stock  dividend,  stock  split,  combination  or  exchange  of  shares,  merger,
consolidation  or other  change in  capitalization  with a  similar  substantive
effect upon the Options. The Company shall have the power and sole discretion to
determine the amount of the adjustment to be made in each case.

            4.2 In the  event  of a  Merger  in  which  the  Company  is not the
surviving corporation or pursuant to which a majority of the shares which are of
the same  class as the  shares  that are  subject  to  outstanding  Options  are
exchanged  for,  or  converted  into,  or  otherwise  become  shares of  another
corporation or other consideration, the Committee shall have the sole discretion
to  determine  that  (i) the  surviving,  continuing,  successor  or  purchasing
corporation,  as the  case may be (the  "Acquiring  Corporation"),  will  either
assume the  Company's  rights and  obligations  under this Option  Agreement  or
substitute  awards  in  respect  of  the  Acquiring   Corporation's   stock  for
outstanding  Options  or (ii) the  outstanding  Options  shall be  cancelled  in
exchange for such  consideration  as the Committee  shall approve  (based on the
value of the  consideration  received in the Merger by holders of the same class
of shares that are subject to outstanding Options).

                                       3
<PAGE>


            4.3 After  any  Merger in which  the  Company  shall be a  surviving
corporation,  the Company may grant substituted  options pursuant to Section 424
of the Code,  replacing old options granted under a plan of another party to the
Merger whose shares or stock  subject to the old Options may no longer be issued
following the Merger. The foregoing adjustments and manner of application of the
foregoing  provisions shall be determined by the Company in its sole discretion.
Any such  adjustments may provide for the  elimination of any fractional  shares
which might otherwise become subject to any Options.

            4.4 Nothing  contained in this  Agreement  shall be deemed to confer
upon the Optionee,  in his capacity as a holder of Options, any right to prevent
or to  approve  or vote  upon any of the  corporate  actions  described  in this
Article IV. The existence of the Options  granted  hereunder shall not affect in
any way the right or the power of the  Company  or its  shareholders  to make or
authorize any or all adjustments,  recapitalizations,  reorganizations  or other
changes in the Company's  capital  structure or its  business,  or any merger or
consolidation of the Company,  or any issue of bonds,  debentures,  preferred or
prior  preference  stocks ahead of or  affecting  the Common Stock or the rights
thereof,  or the  dissolution  or  liquidation  of the  Company,  or any sale or
transfer of all or any part of its assets or  business,  or any other  corporate
act or proceeding, whether of a similar character or otherwise.

            4.5  Whenever the term "the  Optionee"  is used in any  provision of
this  Agreement  under  circumstances  where the provision  should  logically be
construed  to apply to the  executors,  the  administrators,  or the  person  or
persons to whom Options may be transferred by will or by the laws of descent and
distribution,  the term "the Optionee" shall be deemed to include such person or
persons.

            4.6  The  Options  granted  hereunder  are not  transferable  by the
Optionee  otherwise than by will or the laws of descent and distribution and are
exercisable during the Optionee's  lifetime only by him or her. No assignment or
transfer of the Options granted hereunder, or of the rights represented thereby,
whether  voluntary or involuntary,  by the operation of law or otherwise (except
by will or the laws of descent and distribution),  shall vest in the assignee or
transferee any interest or right herein  whatsoever,  but  immediately  upon any
such assignment or transfer the Options shall terminate and become of no further
effect.

            4.7  The  Optionee  shall  not be  deemed  for any  purpose  to be a
shareholder  of the  Company in  respect  of any shares as to which the  Options
shall not have been exercised as herein provided.

                                       4
<PAGE>


            4.8 Nothing in this  Agreement  shall  confer upon the  Optionee any
right to continue in the employ of the Company or shall  affect the right of the
Company to terminate the employment of the Optionee, with or without cause.

            4.9  Nothing in this  Agreement  or  otherwise  shall  obligate  the
Company to vest any of the Options,  to permit the Options to be exercised other
than in accordance with the terms hereof or to grant any waivers of the terms of
this  Agreement,  regardless  of what  actions  the  Company,  the  Board or the
Committee may take or waivers the Company,  the Board or the Committee may grant
under the terms of or with  respect to any options now or  hereafter  granted to
any other person or any other options granted to the Optionee.

            4.10  Notwithstanding any other provision hereof, the Optionee shall
not  exercise  the  Options  granted  hereunder,  and the  Company  shall not be
obligated to issue any shares to the Optionee hereunder, if the exercise thereof
or the issuance (or such  purchase) of such shares would  constitute a violation
by the Optionee or the Company of any  provision of any law or regulation of any
governmental  authority.  Any  determination  in this  connection by the Company
shall be final  and  binding.  The  Company  shall in no event be  obligated  to
register  any  securities  pursuant to the  Securities  Act of 1933 (as the same
shall be in effect from time to time) or to take any other affirmative action in
order to cause the  exercise of the Options or the  issuance of shares  pursuant
thereto to comply with any law or regulation of any governmental authority.

            4.11 No amounts of income or other benefits received by the Optionee
pursuant to this Agreement shall be considered  compensation for purposes of any
pension or retirement plan, insurance plan or any other employee benefit plan of
the Company unless otherwise provided in such plan.

            4.12 Every notice or other communication  relating to this Agreement
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such  address as may from time to time be  designated  by it in a
notice  mailed or  delivered  to the other party as herein  provided;  provided,
however, that unless and until some other address be so designated,  all notices
or communications by the Optionee to the Company shall be mailed or delivered to
the Company at its office at 55 Madison Avenue, Morristown, New Jersey 07960 and
all notices or  communications  by the  Company to Optionee  may be given to the
Optionee personally or may be mailed to him or her.

            4.13 This  Agreement  shall be  governed by the laws of the State of
Delaware  applicable to agreements made and performed wholly within the State of
Delaware  (regardless of the laws that might otherwise  govern under  applicable
conflicts of laws principles).

            4.14 As  used  in  this  Agreement,  unless  the  context  otherwise
requires (i)  references to "Articles" or "Sections" are to articles or sections
of this Agreement,  (ii) "hereof",  "herein",  "hereunder" and comparable  terms
refer to this Agreement in its entirety and not to any  particular  part of this
Agreement,  (iii)  references to any gender  include  references to all genders,
(iv) "including"  means including  without  limitation,  and (v) headings of the
various articles and sections are for convenience of reference only.

                                       5
<PAGE>


            4.15 The Optionee  agrees and  acknowledges  that he or she shall be
obligated to cooperate with the Company and the  underwriters in connection with
any public offering of the Company's  securities and any  transactions  relating
thereto and shall execute and deliver such  agreements and documents,  including
without limitation,  a lock-up agreement,  as may be requested by the Company or
the underwriters. The Optionee's obligations under this Section 4.15 shall apply
to any shares of Common  Stock  issued  under the Plan as well as to any and all
other securities of the Company or its successor for which such Common Stock may
be exchanged or into which such Common Stock may be converted.

            4.16 Stock purchased  pursuant to this Agreement shall be subject to
the terms of the  Shareholders  Agreement,  dated as of  September  1, 2000 (the
"Shareholders  Agreement"),  as it may be  amended  from  time to  time,  or any
successor  agreement  among the Company and its  stockholders.  No  certificates
evidencing  such stock shall be delivered  until the owner thereof has evidenced
his acceptance of such Agreement and any and all provisions  thereof in writing.
Certificates  shall be indorsed with appropriate  notice of applicability of the
Shareholders Agreement.

            4.17 This Agreement sets forth a complete  understanding between the
parties  with  respect  to its  subject  matter  and  supersedes  all  prior and
contemporaneous  agreements and understandings  with respect thereto.  Except as
expressly set forth in this  Agreement,  the Company  makes no  representations,
warranties  or covenants to the Optionee  with respect to this  Agreement or its
subject matter, including with respect to (i) the current or future value of the
shares  subject to the  Options and (ii)  whether the option  price is equal to,
less than or greater than the fair market value of a share of Common Stock.  Any
modification, amendment or waiver to this Agreement will be effective only if it
is in writing  signed by the Company and the Optionee.  The failure of any party
to enforce at any time any provision of this Agreement shall not be construed to
be a waiver of that or any other provision of this Agreement.


            IN WITNESS WHEREOF,  the parties hereto have executed this Agreement
as of the day and year first above written.


                                     ACCESS INTEGRATED TECHNOLOGIES, INC.


                                     By:___________________________

                                     Title: President/CEO


                                    OPTIONEE:

                                       ____________________________


                                       6
<PAGE>


                                    EXHIBIT A

                                VESTING SCHEDULE




                                             Cumulative Percentage
      DATE OF VESTING                           OF OPTIONS VESTING
      --------------                            ------------------



<PAGE>



                                    EXHIBIT B

                            EXERCISE OF STOCK OPTION


            Pursuant to the  provisions  of the Stock Option  Agreement  entered
into as of __________  2005 between Access  Integrated  Technologies,  Inc. (the
"Company") and ___________,  Optionee (the  "Agreement"),  I hereby exercise the
Stock  Option  granted  under the terms of the  Agreement to the extent of _____
shares of the  Common  Stock of the  Company  (the  "Shares").  I deliver to the
Company  herewith  the  following  in payment for the Shares:

METHOD OF PAYMENT (check one of the following):

      |_|   I have  enclosed  $_________________  in full payment for the option
            shares and any applicable withholding.

      OR
      |_|   I have enclosed stock certificate no(s) _____________ together
            with stock powers endorsed to the Company, representing
            ____________ shares of the Company's Common Stock.

      OR
      |_|   I have given irrevocable  instructions to a broker to deliver prompt
            payment  of the  exercise  price  for  the  option  shares  and  any
            applicable withholding.

      OR
      |_|   A combination of the above methods or other form of payment
            approved by the Committee
            (describe):_____________________________________________

            ________________________________________________________



Date: ______________________         _____________________________________
                                             Optionee


                                     _____________________________________
                                             Address


                                     _____________________________________
                                             Social Security Number
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>ex5-1_1005581.txt
<DESCRIPTION>EX5-1_1005581
<TEXT>
                                                                     EXHIBIT 5.1


                    [LETTERHEAD OF KELLEY DRYE & WARREN LLP]

                                             April 25, 2005



Access Integrated Technologies, Inc.
55 Madison Avenue, Suite 300
Morristown, NJ 07960


Ladies and Gentlemen:

     We are  acting  as  counsel  to Access  Integrated  Technologies,  Inc.,  a
Delaware  corporation  (the  "Company"),  in  connection  with the preparing and
filing of a registration on Form S-8 (the  "Registration  Statement")  under the
Securities  Act of 1933, as amended  ("Act"),  with the  Securities and Exchange
Commission (the "Commission")  relating to the registration of 850,000 shares of
Class A common stock, $0.001 par value per share (the "Shares"),  of the Company
to be issued  pursuant to First  Amended and Restated  2000 Stock Option Plan of
the Company, as amended (the "Plan").

     In connection  with this  opinion,  we have examined and relied upon copies
certified or otherwise identified to our satisfaction of: (i) the Plan; (ii) the
Registration  Statement,  together with exhibits and schedules  thereto,  in the
form filed with the Commission;  (ii) the Company's  Fourth Amended and Restated
Certificate of Incorporation,  (iii) the Company's By-Laws;  and (iv) the minute
books and  other  records  of  corporate  proceedings  of the  Company,  as made
available to us by officers of the Company;  and have  reviewed  such matters of
law as we have deemed necessary or appropriate for the purpose of rendering this
opinion.

     For  purposes  of this  opinion we have  assumed  the  authenticity  of all
documents  submitted  to us as  originals,  the  conformity  to originals of all
documents   submitted  to  us  as  certified  or  photostatic  copies,  and  the
authenticity  of the  originals of all documents  submitted to us as copies.  We
have also assumed the legal capacity of all natural persons,  the genuineness of
all signatures on all documents  examined by us. As to certain  factual  matters
material to the opinion expressed herein, we have relied to the extent we deemed
proper upon representations,  warranties and statements as to factual matters of
officers and other  representatives of the Company.  Our opinion expressed below
is subject to the  qualification  that we express no opinion as to any law other
than the General  Corporation  Law of the State of Delaware and the federal laws
of the United States of America.  Without limiting the foregoing,  we express no
opinion with respect to the applicability thereto or effect of municipal laws or
the  rules,  regulations  or orders of any  municipal  agencies  within any such
state.

     Based upon and subject to the  foregoing  qualifications,  assumptions  and
limitations and the further  limitations set forth below, it is our opinion that
the  Shares  to be  issued by the  Company  pursuant  to the Plan have been duly
authorized and reserved for issuance and, when  certificates for the Shares have
been duly executed by the Corporation,  countersigned by a transfer agent,  duly
registered  by a registrar  for the Shares and issued and paid for in accordance
with the terms of the Plan,  the Shares will be validly  issued,  fully paid and
non-assessable.

     This opinion is limited to the specific  issues  addressed  herein,  and no
opinion may be  inferred or implied  beyond that  expressly  stated  herein.  We
assume no  obligation to revise or  supplement  this opinion  should the present
General  Corporation  Law of the State of Delaware  or the  federal  laws of the
United States of America be changed by legislative action,  judicial decision or
otherwise.

     We hereby  consent  to the  filing  of this  letter  as an  exhibit  to the
Registration  Statement.  In giving such consent, we do not admit that we are in
the category of persons whose consent is required  under Section 7 of the Act or
the rules and regulations of the Commission promulgated thereunder.

     This  opinion  is  furnished  to you in  connection  with the filing of the
Registration  Statement and is not to be used,  circulated,  quoted or otherwise
relied upon for any other purpose.

                                             Very truly yours,

                                             KELLEY DRYE & WARREN LLP


                                             By: /s/ Kelley Drye & Warren LLP
                                                 ----------------------------
                                                    A Member of the Firm
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>ex23-2_1009112.txt
<DESCRIPTION>EX23-2_1009112
<TEXT>
                                                                   Exhibit 23.2



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the  incorporation  by reference in this  Registration
Statement  on  Form  S-8 of our  report  dated  June  9,  2004  relating  to the
consolidated financial statements of Access Integrated Technologies, Inc., which
appears in Access Integrated  Technologies,  Inc.'s Annual Report on Form 10-KSB
for the year ended March 31, 2004.



/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
April 22, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>ex23-3_1009113.txt
<DESCRIPTION>EX23-3_1009113
<TEXT>
                                                                   Exhibit 23.3






               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Access Integrated Technologies, Inc.
Morristown, New Jersey



     We hereby consent to the  incorporation  by reference in this  Registration
Statement  on Form  S-8 of our  report  dated  July  3,  2003,  relating  to the
financial  statements of Hollywood  Software,  Inc., which appears in the Access
Integrated  Technologies,  Inc.  Current Report filed on Form 8-K dated March 8,
2005.



/s/ BDO Seidman, LLP
Los Angeles, California
April 21, 2005
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>7
<FILENAME>ex23-4_1009115.txt
<DESCRIPTION>EX23-4_1009115
<TEXT>
                                                                    Exhibit 23.4




CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We consent to the incorporation by reference in this Registration Statement
of Access Integrated Technologies, Inc. on Form S-8 of our report, dated January
28, 2005 of the FiberSat Global Services,  LLC financial statements for the year
ended December 31, 2003, appearing in the current report on Form 8-K/A of Access
Integrated Technologies, Inc., filed with the SEC on February 2, 2005.



/s/ Singer Lewak Greenbaum & Goldstein LLP
Los Angeles, California
April 22, 2005
</TEXT>
</DOCUMENT>
</SUBMISSION>
