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


                                OCTOBER 26, 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)


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

          (Former name or former address, if changed since last report)


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:

|_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))





 ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      On October 26,  2004,  Access  Integrated  Technologies,  Inc., a Delaware
corporation (the "Company"), entered into a Securities Purchase Agreement with a
limited number of accredited  investors in a private  placement  exempt from the
registration  requirements  under the  Securities  Act of 1933,  as amended (the
"Private Placement").  In connection with the Private Placement, the Company has
agreed to sell  282,776  shares  of the  Company's  Class A Common  Stock for an
aggregate amount of $1,100,000,  prior to the placement  agent's fee and various
other  expenses.  The  Company  intends to use the net  proceeds  of the Private
Placement for capital  investments  (including a  contemplated  acquisition  and
costs associated with acquisition related expenses and capital improvements) and
to provide working capital for general corporate purposes.

      In connection  with the Private  Placement,  the Company will enter into a
Registration Rights Agreement with investors, in which the Company will agree in
certain  circumstances  to file a registration  statement  covering resales from
time to time of the investors'  shares of Class A Common Stock  purchased in the
Private Placement, as further provided in such agreement.

ITEM 8.01 OTHER EVENTS AND REGULATION FD DISCLOSURE.

      On November 1, 2004,  the Company  issued a press release  announcing  the
execution  of the  above-referenced  document  in  connection  with the  Private
Placement,  a copy of which is attached hereto as Exhibit 99.1 and  incorporated
herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.


      (c)   EXHIBITS.

            99.1  Press Release of the Company, dated November 1, 2004




                                    SIGNATURE


Pursuant  to the  requirements  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                              
                              ------------------------------------          
                              Name: A. Dale Mayo                            
                              Title: President and Chief Executive Officer  
                                                                            
                                                                            
                        Dated: November 1, 2004.                            
                        





                                  EXHIBIT INDEX


      99.1  Press Release of the Company, dated November 1, 2004