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


Date of Report (Date of earliest event reported)       March 30, 2006
                                                 -------------------------------


                                   POINT.360
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                   California
--------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)


         0-21917                                  95-4272619
-------------------------------   ----------------------------------------------
   (Commission File Number)           (IRS Employer Identification No.)


  2777 North Ontario Street, Burbank, California           91504
--------------------------------------------------------------------------------
   (Address of principal executive offices)              (Zip Code)


                                 (818) 565-1400
--------------------------------------------------------------------------------
              (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))


<PAGE>


Item 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

        On March 28, 2006,  Point.360  (the  "Company")  sold land a building to
United  Trust Fund Limited  Partnership  ("UTF LLC"),  an  unaffiliated  entity,
pursuant to an  Agreement of Purchase  and Sale dated  December  30,  2005.  The
Company received  approximately  $14.5 million in cash from the sale. The 64,600
square foot building,  located in Los Angeles,  California,  was  simultaneously
leased from UTF LLC. Proceeds from the sale were used to pay down the previously
existing mortgage ($6.0 million), term loan debt ($4.0 million), expenses of the
sale  (approximately  $0.5 million),  and the Company's revolving line of credit
($4.0 million.)


Item 2.03.  CREATION OF A DIRECT FINANCIAL  OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

   1.   On March 28, 2006, the Company  entered into a Lease  Agreement with UTF
        LLC, an unaffiliated  entity, for the lease of the building described in
        Item 2.01 above.  The 15-year lease provides for rental of $1,111,000 in
        each of the first five years of the lease and increasing at a rate equal
        to the positive  consumer price index in years six through fifteen.  The
        lease  contains  four  five-year  options to extend the initial  15-year
        term.  The lease  provides  that the Company pay all costs of  occupancy
        (i.e., triple net costs) including  maintenance and repairs,  insurance,
        property taxes, etc.

        The maximum  undiscounted  potential amount of future lease payments for
        the initial  15-year  lease term,  assuming  that annual rent  increases
        2.75% in each of years six through 15, is $18,492,000.

   2.   On March 29, 2006, the Company entered into a Revolving Credit Agreement
        with  Bank  of  America,  N.A.,  which  provides  up to $10  million  of
        revolving  credit based on eligible  accounts  receivable.  The two-year
        agreement  provides  for  interest of LIBOR plus 1.85% for the first six
        months of the agreement,  and  thereafter,  either (i) prime minus 0% to
        1.00% or (ii) LIBOR plus  1.50% to 2.5%,  depending  on the level of the
        Company's ratio of outstanding  debt to fixed charges (as defined).  The
        facility is secured by all of the Company's assets.

The  revolving  credit  agreement  requires  the Company to comply with  various
financial and business covenants.


Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

  10.1  Agreement  of  Purchase  and Sale  between  United  Trust  Fund  Limited
        Partnership and the Company dated December 30, 2005.

  10.2  Lease Agreement between UTFLA LLC and the Company dated March 28, 2006.

  10.3  Revolving Credit Agreement between Bank of America, N.A. and the Company
        dated March 29, 2006.



                                   SIGNATURES

        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 hereunto duly authorized.

                                                           Point.360
                                              ----------------------------------
                                                         (Registrant)



        Date: March 30, 2006                  By: /s/ Alan R. Steel
                                              ----------------------------------
                                                  Alan R. Steel
                                                  Executive Vice President,
                                                  Finance and Administration,
                                                  Chief Financial Officer


                                       2
{"company-data": {"conformed-name": "POINT 360", "cik": "0001014733", "assigned-sic": "7819", "irs-number": "954272619", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21917", "film-number": "06723367"}, "business-address": {"street1": "2777 NORTH ONTARIO STREET", "street2": "SUITE 200", "city": "BURBANK", "state": "CA", "zip": "91504", "phone": "818-565-1443"}, "mail-address": {"street1": "2777 NORTH ONTARIO STREET", "street2": "SUITE 200", "city": "BURBANK", "state": "CA", "zip": "91504"}, "former-company": [{"former-conformed-name": "VDI MULTIMEDIA", "date-changed": "19991115"}, {"former-conformed-name": "VDI MEDIA", "date-changed": "19960516"}]}
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

Date of Report (Date of earliest event reported)       March 30, 2006
                                                 -------------------------------

                                   POINT.360
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                   California
--------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)

         0-21917                                  95-4272619
-------------------------------   ----------------------------------------------
   (Commission File Number)           (IRS Employer Identification No.)

  2777 North Ontario Street, Burbank, California           91504
--------------------------------------------------------------------------------
   (Address of principal executive offices)              (Zip Code)

                                 (818) 565-1400
--------------------------------------------------------------------------------
              (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 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

        On March 28, 2006,  Point.360  (the  "Company")  sold land a building to
United  Trust Fund Limited  Partnership  ("UTF LLC"),  an  unaffiliated  entity,
pursuant to an  Agreement of Purchase  and Sale dated  December  30,  2005.  The
Company received  approximately  $14.5 million in cash from the sale. The 64,600
square foot building,  located in Los Angeles,  California,  was  simultaneously
leased from UTF LLC. Proceeds from the sale were used to pay down the previously
existing mortgage ($6.0 million), term loan debt ($4.0 million), expenses of the
sale  (approximately  $0.5 million),  and the Company's revolving line of credit
($4.0 million.)

Item 2.03.  CREATION OF A DIRECT FINANCIAL  OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

   1.   On March 28, 2006, the Company  entered into a Lease  Agreement with UTF
        LLC, an unaffiliated  entity, for the lease of the building described in
        Item 2.01 above.  The 15-year lease provides for rental of $1,111,000 in
        each of the first five years of the lease and increasing at a rate equal
        to the positive  consumer price index in years six through fifteen.  The
        lease  contains  four  five-year  options to extend the initial  15-year
        term.  The lease  provides  that the Company pay all costs of  occupancy
        (i.e., triple net costs) including  maintenance and repairs,  insurance,
        property taxes, etc.

        The maximum  undiscounted  potential amount of future lease payments for
        the initial  15-year  lease term,  assuming  that annual rent  increases
        2.75% in each of years six through 15, is $18,492,000.

   2.   On March 29, 2006, the Company entered into a Revolving Credit Agreement
        with  Bank  of  America,  N.A.,  which  provides  up to $10  million  of
        revolving  credit based on eligible  accounts  receivable.  The two-year
        agreement  provides  for  interest of LIBOR plus 1.85% for the first six
        months of the agreement,  and  thereafter,  either (i) prime minus 0% to
        1.00% or (ii) LIBOR plus  1.50% to 2.5%,  depending  on the level of the
        Company's ratio of outstanding  debt to fixed charges (as defined).  The
        facility is secured by all of the Company's assets.

The  revolving  credit  agreement  requires  the Company to comply with  various
financial and business covenants.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

  10.1  Agreement  of  Purchase  and Sale  between  United  Trust  Fund  Limited
        Partnership and the Company dated December 30, 2005.

  10.2  Lease Agreement between UTFLA LLC and the Company dated March 28, 2006.

  10.3  Revolving Credit Agreement between Bank of America, N.A. and the Company
        dated March 29, 2006.

                                   SIGNATURES

        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 hereunto duly authorized.

                                                           Point.360
                                              ----------------------------------
                                                         (Registrant)

        Date: March 30, 2006                  By: /s/ Alan R. Steel
                                              ----------------------------------
                                                  Alan R. Steel
                                                  Executive Vice President,
                                                  Finance and Administration,
                                                  Chief Financial Officer

                                       2