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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

                                 March 17, 2006
                        (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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                                TABLE OF CONTENTS

Item 7.01. Regulation FD Disclosure
Item 9.01. Financial Statements and Exhibits
Signatures
Exhibit Index
Press Release


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ITEM 7.01.   REGULATION FD DISCLOSURE

On March 17, 2006, Access Integrated  Technologies,  Inc. issued a press release
announcing the closing of its offering of 5,126,086 shares of its Class A common
stock, a copy of which is attached hereto as Exhibit 99.1.

In accordance with General  Instruction B.2 of Form 8-K, the information in this
Item  7.01,  including  Exhibit  99.1,  shall not be deemed  to be  "filed"  for
purposes of Section 18 of the  Securities  Exchange Act of 1934, as amended,  or
otherwise  subject  to  the  liability  of  that  Section,   and  shall  not  be
incorporated  by reference  into any  registration  statement or other  document
filed  under  the  Securities  Act,  except as shall be  expressly  set forth by
specific reference in such filing or document.

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.

     (c)     EXHIBITS.

             99.1 Access  Integrated  Technologies,  Inc. press  release,  dated
March 17, 2006.



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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/ Brian D. Pflug
                                         ---------------------------------------
                                 Name:   Brian D. Pflug
                                 Title:  Senior Vice President-Accounting
                                         and Finance

                                 Dated as of March 17, 2006



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                                  EXHIBIT INDEX


99.1   Access Integrated Technologies, Inc. press release, dated March 17, 2006.















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