SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K


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


                                 MARCH 29, 2004
                        (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       (Commission File Number)       (IRS Employer
       jurisdiction                                    Identification No.)
    of incorporation)


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


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







ITEM 2.     ACQUISITION OR DISPOSITION OF ASSETS

      On March 30, 2004, Access Integrated Technologies, Inc. (the "Registrant")
announced  that  pursuant  to the  terms of an  Asset  Purchase  Agreement  (the
"Agreement"),  dated as of March 29, 2004,  between The Boeing Company as seller
("Boeing")  and the  Registrant  as buyer,  the  Registrant  had  completed  the
acquisition  ("Acquisition")  of the assets of Boeing Digital Cinema, a business
unit of Boeing Integrated Defense Systems, a unit of Boeing. The acquired assets
include Boeing Digital  Cinema's  installed base of digital  projection  systems
located in cinemas throughout the United States, digital projectors, spares, and
associated content servers and satellite transmission  equipment  (collectively,
the  "Assets").  The  Agreement  is  attached  hereto  as  Exhibit  2.5  and  is
incorporated herein by reference.

      Pursuant  to  the  Agreement,   as  consideration  for  the  Assets,   the
Registrant:  (i)  agreed to assume  certain  liabilities  of  Boeing;  (ii) paid
$250,000 cash to Boeing; (iii) agreed to issue 53,534 shares of the Registrant's
Class A Common  Stock with  registration  rights as provided  in a  registration
rights agreement ("Registration Rights Agreement"); (iv) agreed to pay to Boeing
20% of the annual gross receipts less third party commissions, if any, generated
by the Registrant's satellite distribution activities,  up to a total payment of
$1,000,000  over a  period  of four  years  from the  date  that the  Registrant
commences its satellite  operations (up to a cumulative total of $250,000 in the
first  year,  $500,000  in the  second  year,  $750,000  in the  third  year and
$1,000,000 at the end of the four year period); and (v) issued a promissory note
("Note") to Boeing for  $1,800,000  (principal  and interest)  payable over four
years (or earlier  under  certain  conditions).  The Note is attached  hereto as
Exhibit  4.11 and is  incorporated  herein by  reference,  and the  Registration
Rights Agreement is attached hereto as Exhibit 4.12, and is incorporated  herein
by reference.

      Concurrently  with the  Acquisition,  and as  provided  in the  Agreement,
Boeing has committed to purchase  from the  Registrant a minimum of $450,000 per
year for four years of certain managed storage  services,  such as computer data
storage, mass storage services and managed tape archiving services.  Pursuant to
the Note, the Registrant will prepay the principal  payments  required under the
Note on a dollar for dollar amount equal to the gross  proceeds  realized by the
Registrant for such services.

      The funds  used by the  Registrant  to  finance  the cash  portion  of the
Acquisition were cash on hand of the Registrant.

      There is no material relationship between Boeing and the Registrant or any
of its affiliates, directors or officers.

      Boeing had previously  used the Assets in connection with the operation of
its digital cinema  business.  The  Registrant  intends to utilize the Assets to
operate  its digital  cinema  business in  conjunction  with its  majority-owned
subsidiary, Access Digital Media, Inc.

      The description above of the Acquisition and the related transactions is a
summary only. A copy of the  Agreement is filed  herewith as Exhibit 2.5 to this
report and is incorporated  herein by reference and describes in more detail the
terms of the Acquisition and the related transactions.

      On March 30, 2004,  the Registrant  issued a press release  announcing the
consummation of the  Acquisition,  a copy of which is attached hereto as Exhibit
99.1, and incorporated herein by reference.



ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.

      (a)   FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

            None.

      (b)   PRO FORMA FINANCIAL INFORMATION.

            None.

      (c)   EXHIBITS.

      2.5   Asset Purchase  Agreement,  dated as of March 29, 2004,  between the
            Registrant and The Boeing Company.

      4.11  Promissory Note made by Registrant in favor of The Boeing Company

      4.12  Form of Registration Rights Agreement

      99.1  Press Release of Registrant, dated March 30, 2004.






                                    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/ A. DALE MAYO
                                    ------------------------------------
                                    A. Dale Mayo
                                    President, Chief Executive Officer
                                     and Director

                                    Dated as of April 2, 2004.






                                  EXHIBIT INDEX


      2.5   Asset Purchase  Agreement,  dated as of March 29, 2004,  between the
            Registrant and The Boeing Company.

      4.11  Promissory Note made by Registrant in favor of The Boeing Company

      4.12  Form of Registration Rights Agreement

      99.1  Press Release of Registrant, dated March 30, 2004.