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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K/A
                               AMENDMENT NO. 1 TO

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

                                  JULY 19, 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       (Commission File Number)       (IRS Employer
       jurisdiction                                    Identification No.)
    of incorporation)


  55 MADISON AVENUE, SUITE 300, MORRISTOWN,                07960
                 NEW JERSEY
  (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 July  19,  2005,  Access  Integrated  Technologies,  Inc.,  a  Delaware
corporation (the "Company"), entered into a securities purchase agreement with a
limited  number of  institutional  and other  accredited  investors in a private
placement (the "Private  Placement")  exempt from the registration  requirements
under  the  Securities  Act of 1933,  as  amended  (the  "Securities  Act").  In
connection  with the Private  Placement,  the Company  agreed to sell  1,909,115
shares of the  Company's  Class A Common Stock,  par value $0.001 per share,  at
$9.50 per share and warrants (the  "Warrants")  to purchase up to 477,275 shares
of the Company's Class A Common Stock, for an aggregate amount of $18.1 million,
prior to the  placement  agent's fee and  various  other  expenses.  The Company
intends to use the net proceeds of the Private  Placement  primarily for funding
of the capital  investments in the first Digital Cinema systems  contemplated in
the Company's 2,500-screen Christie-AIX Digital Cinema deployment plan announced
on June 21, 2005 and for working capital and general corporate purposes.  A copy
of the  securities  purchase  agreement  is attached  hereto as Exhibit 2.10 and
incorporated herein by reference.

      The Warrants have an exercise  price of $11.00 per share of Class A Common
Stock,  become  exercisable on the seven month  anniversary from the date of the
warrants and expire on the fifth year  anniversary of the initial exercise date.
The Warrants are callable by the Company,  subject to certain conditions,  after
the later of (i) the seven month  anniversary  from the date of the Warrants and
(ii)  the  date  on  which  the  registration   statement   required  under  the
registration rights agreement  referenced below is declared effective;  provided
that the  trading  price of the  Company's  Class A Common  Stock is 200% of the
applicable exercise price for 20 consecutive trading days. A copy of the form of
Warrant is attached hereto as Exhibit 4.20 and incorporated herein by reference.

      The  securities  offered and sold in the Private  Placement  have not been
registered under the Securities Act and were sold in reliance upon the exemption
for the securities  registration afforded by Regulation D of the Securities Act.
Each  of  the  investors  represented  to  the  Company  that  it is  either  an
"Accredited  Investor,"  as defined in Rule 501 of Regulation D, or a "qualified
institutional  buyer,"  as defined in Rule 144A  under the  Securities  Act.  In
connection with the Private  Placement,  the Company entered into a registration
rights  agreement  with  investors,  pursuant  to which  the  Company  agreed to
promptly file a registration statement covering resales from time to time by the
investors'  of the  shares  of Class A Common  Stock  purchased  in the  Private
Placement or underlying the warrants issued in the Private Placement.  A copy of
the  registration  rights  agreement  is  attached  hereto at  Exhibit  4.21 and
incorporated herein by reference.

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 July 19,  2005,  the  Company  issued a press  release  announcing  the
execution of the definitive agreements in connection with the Private Placement,
a copy of which is attached  hereto as Exhibit 99.1 and  incorporated  herein by
reference.

      On July 21,  2005,  the  Company  issued a press  release  announcing  the
closing of the Private Placement,  a copy of which is attached hereto as Exhibit
99.2 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.

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      (c)   EXHIBITS.

            2.10  Securities Purchase Agreement, dated as of July 19, 2005

            4.20  Form of Warrant, issued to purchasers pursuant to
                  Securities Purchase Agreement, dated July 19, 2005

            4.21  Form of Registration Rights Agreement, dated as of July 19,
                  2005

            99.1  Press Release of the Company, dated July 19, 2005

            99.2  Press Release of the Company, dated July 21, 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/ A. Dale Mayo
                                            ---------------------------------
                                    Name:   A. Dale Mayo
                                    Title:  Chief Executive Officer


                                    Dated as of July 21, 2005



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                                  EXHIBIT INDEX


            2.10  Securities Purchase Agreement, dated as of July 19, 2005

            4.20  Form of Warrant, issued to purchasers pursuant to
                  Securities Purchase Agreement, dated July 19, 2005

            4.21  Form of Registration Rights Agreement, dated as of July 19,
                  2005

            99.1  Press Release of the Company, dated July 19, 2005

            99.2  Press Release of the Company, dated July 21, 2005


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