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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                                AUGUST 29, 2005
                        (Date of earliest event reported)

                      ACCESS INTEGRATED TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)


          DELAWARE                    001-31810                22-3720962
(State or other jurisdiction   (Commission File Number)      (IRS Employer
      of incorporation)                                   Identification No.)


  55 MADISON AVENUE, SUITE 300, MORRISTOWN, NEW JERSEY           07960
        (Address of principal executive offices)              (Zip Code)


                                  973-290-0080
              (Registrant's telephone number, including area code)

         Check the  appropriate  box below if the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

          |_|   Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)

         |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

         |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

         |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))


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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

         On August 29, 2005,  Access Integrated  Technologies,  Inc., a Delaware
corporation  (the  "Company"),  entered  into a letter  agreement  (the  "Letter
Agreement")  with certain  accredited  investors (the  "Investors")  pursuant to
which the Investors have agreed to convert all of the 7% Convertible  Debentures
due 2009 of the Company (the "Debentures"),  and to exercise all of the warrants
(the "Old  Warrants"),  previously  purchased  by them  pursuant to a Securities
Purchase  Agreement,  dated as of February 9, 2005, by and among the Company and
the Investors (the "February Purchase  Agreement"),  which constitute all of the
outstanding Debentures and Old Warrants. The Debentures, which have an aggregate
principal  amount of  approximately  $7.6  million,  will be  converted  into an
aggregate of 1,867,322  shares of the Company's Class A Common Stock,  par value
$.001 per share (the "Common Stock"), and the Old Warrants will be exercised for
an aggregate  of 560,196  shares of Common  Stock.  The Company will realize net
proceeds of  approximately  $2.48 million as a result of the exercise of the Old
Warrants.  Pursuant to the Letter Agreement,  the Company has agreed to issue to
the  Investors,  upon such  conversion  and exercise of the  Debentures  and Old
Warrants,  an  aggregate  of 71,359  shares (the  "Shares")  of Common Stock and
warrants  (the "New  Warrants")  to purchase an aggregate  of 760,196  shares of
Common  Stock (the  "Warrant  Shares").  The New  Warrants  will have an initial
exercise  price of $11.39  per share and will be  exercisable  immediately.  The
resale by the Investors of the issuable  shares of Common Stock  underlying  the
Debentures and the Old Warrants has been previously registered by the Company on
its Registration  Statement on Form S-3, Registration No. 333-123279,  which was
declared  effective by the Securities and Exchange  Commission  ("SEC") on March
21, 2005.

     Pursuant to the terms of a Purchase Agreement,  dated July 19, 2005, by and
among  the  Company  and  the  purchasers  named  therein  (the  "July  Purchase
Agreement"),  the  Company  was  contractually  obligated  not to issue  any new
securities until a Registration Statement, filed with the SEC in connection with
the July  Purchase  Agreement  on Form S-3,  Registration  No.  333-127673,  was
declared  effective  by  the  SEC.  This  Registration  Statement  was  declared
effective by the SEC on August 31, 2005. The Investors have agreed in the Letter
Agreement  that they will convert the  Debentures  and exercise the Old Warrants
within  three  (3)  business  days of the  effectiveness  of  this  Registration
Statement.

         Pursuant  to  American  Stock  Exchange  ("AMEX")  rules,  in order for
sufficient  shares of  Common  Stock to be issued  upon full  conversion  of the
Debentures,  the  Company  needs  to seek  listing  of an  aggregate  of  14,008
additional  shares of Common Stock after obtaining  approval of its shareholders
for such issuance.  The Company expects to obtain such  shareholder  approval at
its annual  meeting of  shareholders  scheduled to be held on September 15, 2005
and to seek listing of such additional  shares on the AMEX promptly  thereafter.
The  Investors  have  acknowledged  and  agreed  that  in  connection  with  the
conversion of the  Debentures,  only shares of Common Stock already  listed with
the AMEX for  issuance  upon the  conversion  of the  Debentures  may be  issued
immediately  upon conversion and that the 14,008  additional  shares will not be
issued  until  such  shareholder  approval  is  obtained  and  such  listing  is
authorized by the AMEX.

         Pursuant to AMEX  rules,  the  Company  also needs to seek  shareholder
approval  for the issuance of the Shares and the New Warrants and the listing of
the Shares and the Warrant Shares on AMEX. The Investors have  acknowledged  and
agreed that  neither the Shares nor the New  Warrants  will be issued until such
issuances  have been approved by the Company's  shareholders  and the listing of
the Shares and the Warrant  Shares on AMEX has been  authorized by the AMEX. The
Company  intends to obtain  such  shareholder  approval  by  written  consent as
promptly as practicable in accordance with Delaware law and the SEC's Regulation
14C.

         Pursuant to the Letter Agreement,  the Shares, the New Warrants and the
Warrant Shares are being sold in reliance upon the exemption  from  registration
afforded  by  Section  4(2) of the  Securities  Act of  1933,  as  amended  (the
"Securities  Act"),  and Rule 506  promulgated  thereunder.  Each  Investor  has
represented in the Letter  Agreement that it is either an "accredited  investor"
as defined in Rule 506 or a "qualified  institutional  buyer" as defined in Rule
144A under the Securities Act.

         In connection with the Letter Agreement,  the Company will enter into a
registration rights agreement with Investors, pursuant to which the Company will
agree to file a registration statement covering resales from time to time by the
Investors of the Shares and the Warrant Shares.


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         The Company  intends to use the net  proceeds  from the exercise of the
Warrants for working capital and general corporate purposes.

SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02.  UNREGISTERED SALES OF EQUITY SECURITIES

         The  disclosure  under  Item  1.01  of  this  current  report  is  also
responsive to this Item 3.02 and is incorporated herein by reference.

SECTION 8 - OTHER EVENTS

ITEM 8.01  OTHER EVENTS AND REGULATION FD DISCLOSURE

         On August 31, 2005, the Company  issued a press release  announcing the
execution of the Letter Agreement, a copy of which is attached hereto as Exhibit
99.1 and incorporated herein by reference.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

             None.

         (b) PRO FORMA FINANCIAL INFORMATION.

             None.

         (c) EXHIBITS.

             99.1    Press Release of the Company, dated August 31, 2005



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                                    SIGNATURE


Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereto duly authorized.


                                        ACCESS INTEGRATED TECHNOLOGIES, INC.


                                        By: /s/ Gary S. Loffredo
                                           ------------------------------------
                                        Name:  Gary S. Loffredo
                                        Title: Senior Vice President-Business
                                               Affairs, General Counsel and
                                               Secretary



                                        Dated as of August 31, 2005



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                                 EXHIBIT INDEX


            99.1 Press Release of the Company, dated August 31, 2005



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