As filed with the Securities and Exchange Commission on April 25, 2005
                                                       Registration No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------

                      ACCESS INTEGRATED TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

             DELAWARE                                    22-3720962
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                          55 Madison Avenue, Suite 300
                              Morristown, NJ 07960
                    (Address of Principal Executive Offices)

              FIRST AMENDED AND RESTATED 2000 STOCK OPTION PLAN OF
                      ACCESS INTEGRATED TECHNOLOGIES, INC.
                            (Full Title of the Plan)

                                  A. DALE MAYO
                      Chief Executive Officer and President
                      Access Integrated Technologies, Inc.
                          55 Madison Avenue, Suite 300
                              Morristown, NJ 07960
                     (Name and Address of Agent for Service)

                                 (973) 290-0080
          (Telephone Number, Including Area Code, of Agent for Service)

                                 WITH A COPY TO:

                           JONATHAN K. COOPERMAN, ESQ.
                            Kelley Drye & Warren LLP
                                 101 Park Avenue
                            New York, New York 10178
                                 (212) 808-7800

                             ----------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================

   Title of Securities        Amount To Be        Proposed Maximum       Proposed Maximum           Amount of
    To Be Registered           Registered        Offering Price Per     Aggregate Offering      Registration Fee
                                                      Share(1)               Price(1)
-------------------------- -------------------- ---------------------- ---------------------- ----------------------

<S>                        <C>                            <C>                    <C>                    <C>
Class A Common Stock,      850,000 Shares (2)             $6.16                  $5,236,000             $616.27
$0.001 par value
====================================================================================================================
</TABLE>

(1)      Estimated solely for the purpose of calculating the registration fee in
         accordance  with Rule 457(c) and (h) under the  Securities Act of 1933,
         as amended.  The price per share is  estimated  based on the average of
         the high and low  trading  prices for the  Registrant's  Class A common
         stock on April 22, 2005, as reported by the American Stock Exchange.

(2)      Pursuant to Rule 416  promulgated  under the Securities Act of 1933, as
         amended, this registration statement also relates to such indeterminate
         number of additional  shares of Class A common stock of the  Registrant
         as may be  issuable  in the  event of a stock  dividend,  stock  split,
         recapitalization,   or  other   similar   capital   structure,   merger
         consolidation, spin-off, split-off, spin-out, split-up, reorganization,
         partial  or  complete  liquidation,  or other  distribution  of assets,
         issuance of rights or warrants  to  purchase  securities,  or any other
         corporate  transaction  or event having an effect similar to any of the
         foregoing.

================================================================================

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information specified by Part I of this Form
S-8 Registration Statement (the "Registration  Statement") will be sent or given
to  participants  in the First  Amended and  Restated  2000 Stock Option Plan of
Access Integrated Technologies, Inc., a Delaware corporation (the "Company"), as
amended (the "Plan"), by the Company as specified in Rule 428(b)(1)  promulgated
by  the  Securities  and  Exchange   Commission  (the  "Commission")  under  the
Securities Act of 1933, as amended (the "Securities  Act"). Such document(s) are
not being filed with the  Commission  but  constitute  (along with the documents
incorporated by reference into the Registration  Statement pursuant to Item 3 of
Part II hereof),  a prospectus  that meets the  requirements of Section 10(a) of
the Securities Act.



                                       2
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents have been filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and are hereby incorporated by reference in this Registration Statement:

     o    our annual  report on Form 10-KSB for the year ended  March 31,  2004,
          filed with the Commission on June 25, 2004;

     o    our  quarterly  report on Form 10-QSB for the  quarter  ended June 30,
          2004,  filed with the  Commission  on August 12, 2004;

     o    our quarterly  report on Form 10-QSB for the quarter  ended  September
          30, 2004, filed with the Commission on November 12, 2004;

     o    our quarterly report on Form 10-QSB for the quarter ended December 31,
          2004, filed with the Commission on February 14, 2005;

     o    our  proxy  statement,  dated  September  22,  2004,  filed  with  the
          Commission on September 21, 2004;

     o    our current  report on Form 8-K,  dated April 2, 2004,  filed with the
          Commission on April 2, 2004;

     o    our current report on Form 8-K,  dated April 29, 2004,  filed with the
          Commission on April 29, 2004;

     o    our  current  report on Form 8-K,  dated June 3, 2004,  filed with the
          Commission on June 3, 2004;

     o    our  current  report on Form 8-K,  dated June 7, 2004,  filed with the
          Commission on June 8, 2004;

     o    our current  report on Form 8-K,  dated June 10, 2004,  filed with the
          Commission on June 10, 2004;

     o    our current report on Form 8-K, dated August 12, 2004,  filed with the
          Commission on August 12, 2004;

     o    our current report on Form 8-K, dated August 12, 2004,  filed with the
          Commission on August 12, 2004;

     o    our current report on Form 8-K, dated  September 14, 2004,  filed with
          the Commission on September 14, 2004;

     o    our current report on Form 8-K, dated October 21, 2004, filed with the
          Commission on October 21, 2004;


                                       3
<PAGE>

     o    our current report on Form 8-K, dated November 1, 2004, filed with the
          Commission on November 1, 2004;

     o    our current report on Form 8-K/A,  dated November 8, 2004,  filed with
          the Commission on November 8, 2004;

     o    our current report on Form 8-K,  dated  November 10, 2004,  filed with
          the Commission on November 10, 2004;

     o    our current report on Form 8-K,  dated  November 19, 2004,  filed with
          the Commission on November 19, 2004;

     o    our current report on Form 8-K,  dated  December 27, 2004,  filed with
          the Commission on December 27, 2004;

     o    our current report on Form 8-K/A,  dated February 2, 2005,  filed with
          the Commission on February 2, 2005;

     o    our current report on Form 8-K,  dated  February 10, 2005,  filed with
          the Commission on February 10, 2005;

     o    our current report on Form 8-K,  dated  February 10, 2005,  filed with
          the Commission on February 10, 2005;

     o    our current  report on Form 8-K,  dated March 8, 2005,  filed with the
          Commission on March 9, 2005;

     o    the  description  of  our  Class  A  common  stock  contained  in  our
          registration  statement on Form 8-A (File No.  001-31810),  filed with
          the  Commission  under Section 12 of the Exchange Act on September 24,
          2003; and

     o    all documents  subsequently  filed by the Company with the  Commission
          pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act,
          prior to the filing of a post-effective amendment which indicates that
          all  securities  offered  have  been  sold or  which  deregisters  all
          securities then remaining  unsold,  shall be deemed to be incorporated
          by reference in this  Registration  Statement  and to be a part hereof
          from the date of filing of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The amended and restated certificate of incorporation and the bylaws of the
Company  provide that the Company shall  indemnify  its officers,  directors and


                                       4
<PAGE>

certain  others  to  the  fullest  extent  permitted  by  the  Delaware  General
Corporation Law ("DGCL"). Section 145 of the DGCL, provides in pertinent part as
follows:

     (a) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

     (c) To the  extent  that a  present  or former  director  or  officer  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
Section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     (d) Any  indemnification  under  subsections  (a)  and (b) of this  Section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that indemnification of the present or
former  director,  officer,  employee  or agent is proper  in the  circumstances
because he has met the  applicable  standard of conduct set forth in subsections
(a) and (b) of this Section.  Such determination shall be made with respect to a
person who is a director or officer at the time of such  determination  (1) by a
majority  vote of  directors  who  are  not  parties  to  such  action,  suit or
proceeding, even though less than a quorum, (2) by a committee of such directors
designated by majority vote of such  directors,  even though less than a quorum,
(3) if  there  are no  such  directors,  or if  such  directors  so  direct,  by
independent legal counsel in a written opinion or (4) by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil,  criminal,  administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on


                                       5
<PAGE>

behalf of such  director or officer to repay such amount if it shall  ultimately
be determined  that he is not entitled to be indemnified  by the  corporation as
authorized in this section.  Such expenses (including  attorneys' fees) incurred
by former  directors  and officers or other  employees and agents may be so paid
upon such terms and conditions, if any, as the corporation deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this Section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     (g) A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person,  who is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this Section.

     (h) For purposes of this  Section,  references to "the  corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under  this  Section  with  respect  to  the  resulting  or  surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

     (i) For purposes of this Section,  references to "other  enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on a person  with  respect to any  employee  benefit  plan;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee or agent of the  corporation,  which
imposes duties on, or involves services by, such director, officer, employee, or
agent of the corporation, which imposes duties on, or involves services by, such
director,  officer, employee, or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a
manner he  reasonably  believed to be in the  interest of the  participants  and
beneficiaries  of an  employee  benefit  plan shall be deemed to have acted in a
manner "not opposed to the best interests of the  corporation" as referred to in
this Section.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

     As permitted by Section 102(b)(7) of the DGCL, the Company's fourth amended
and restated  certificate of incorporation  eliminates the personal liability of
each of the Company's directors to the Company and its stockholders for monetary
damages for breaches of his or her  fiduciary  duties as a director  except that
the fourth amended and restated  certificate of incorporation does not eliminate
or limit the  liability  of a director  to the extent that such  elimination  or
limitation of liability is expressly  prohibited by the DGCL as in effect at the
time of the alleged breach of duty by such director.


                                       6
<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER                                    DESCRIPTION
-------         ----------------------------------------------------------------

4.1             First  Amended  and  Restated  2000 Stock  Option Plan of Access
                Integrated  Technologies,  Inc.  (incorporated by reference from
                the Company's Registration Statement on Form SB-2 filed with the
                Commission on August 6, 2003 (File No. 333-107711))

4.2             Amendment  No. 1 to First Amended and Restated 2000 Stock Option
                Plan of Access Integrated  Technologies,  Inc.  (incorporated by
                reference from the Company's Amendment No. 1 to its Registration
                Statement  on Form SB-2 filed with the  Commission  on September
                22, 2003 (File No. 333-107711)

*4.3            Amendment  No. 2 to First Amended and Restated 2000 Stock Option
                Plan of Access Integrated Technologies, Inc.

*4.4            Form of Option Agreement

*5.1            Opinion of Kelley Drye & Warren LLP.

*23.1           Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).

*23.2           Consent of PricewaterhouseCoopers LLP.

*23.3           Consent of BDO Seidman, LLP.

*23.4           Consent of Singer Lewak Greenbaum & Goldstein LLP.

*24             Powers of Attorney  (included on the signature  page hereof).

------------------
* Filed herewith.

ITEM 9. UNDERTAKINGS.

     (a)  The undersigned Company hereby undertakes:

          (1)  To  file,   during  any  period  in  which  it  offers  or  sells
               securities,  a  post-effective  amendment  to  this  Registration
               Statement to:

               (i)  Include any prospectus  required by section  10(a)(3) of the
                    Securities Act;

               (ii) Reflect  in  the  prospectus  any  facts  or  events  which,
                    individually or together,  represent a fundamental change in
                    the  information  set forth in the  Registration  Statement.
                    Notwithstanding  the foregoing,  any increase or decrease in
                    volume of  securities  offered (if the total dollar value of
                    securities   offered   would  not  exceed   that  which  was
                    registered)  and any  deviation  from the low or high end of
                    the estimated maximum offering range may be reflected in the
                    form of  prospectus  filed with the  Commission  pursuant to


                                       7
<PAGE>

                    Rule 424(b) if, in the aggregate,  the changes in volume and
                    price  represent  no more  than a 20  percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    Registration Statement; and

              (iii) Include any  additional or changed  material  information on
                    the plan of distribution.

          (2)  For  determining  liability  under the Securities Act, treat each
               post-effective  amendment as a new registration  statement of the
               securities  offered,  and the offering of such securities at that
               time to be the initial bona fide offering.

          (3)  To file a  post-effective  amendment to remove from  registration
               any  of the  securities  that  remain  unsold  at the  end of the
               offering.

     (b)  The  undersigned  Company  hereby  undertakes  that,  for  purposes of
          determining any liability under the Securities Act, each filing of the
          Company's  annual report pursuant to section 13(a) or section 15(d) of
          the Exchange Act (and,  where  applicable,  each filing of an employee
          benefit plan's annual report pursuant to section 15(d) of the Exchange
          Act) that is incorporated by reference in the  registration  statement
          shall be deemed to be a new  registration  statement  relating  to the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof.

     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities   Act,  may  be  permitted  to   directors,   officers  and
          controlling  persons  of the  Company  pursuant  to  any  arrangement,
          provision  or  otherwise,  the  Company has been  advised  that in the
          opinion of the  Commission  such  indemnification  is  against  public
          policy  as  expressed  in  the  Securities  Act  and  is,   therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such  liabilities  (other  than the payment by the Company of expenses
          incurred or paid by a director,  officer or controlling  person of the
          Company in the successful  defense of any action,  suit or proceeding)
          is  asserted  by such  director,  officer  or  controlling  person  in
          connection  with the securities  being  registered,  the Company will,
          unless in the opinion of its  counsel  the matter has been  settled by
          controlling precedent,  submit to a court of appropriate  jurisdiction
          the question  whether  such  indemnification  by it is against  public
          policy as expressed in the  Securities Act and will be governed by the
          final adjudication of such issue.


                                       8
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Morristown,  State of New Jersey, on this 25th day of
April, 2005.


                                    ACCESS INTEGRATED TECHNOLOGIES, INC.


                                    By: /S/ A. DALE MAYO
                                        ----------------------------------------
                                        A. Dale Mayo, President and Chief
                                        Executive Officer



                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below hereby constitutes and appoints A. Dale Mayo and Gary S. Loffredo,
and  each  of  them   individually,   his  true  and  lawful  agent,  proxy  and
attorney-in-fact,  with full power of substitution and  resubstitution,  for him
and in his name, place and stead, in any and all capacities, to (i) act on, sign
and file with the Securities  and Exchange  Commission any and all amendments to
the registration statement (which includes any additional registration statement
under Rule 462(b))  together with all schedules and exhibits  thereto,  (ii) act
on,  sign and file  with the  Securities  and  Exchange  Commission  any and all
exhibits to the  registration  statement  and any and all exhibits and schedules
thereto,   (iii)  act  on,  sign  and  file  any  and  all  such   certificates,
applications, registration statements, notices, reports, instruments, agreements
and other documents necessary or appropriate in connection with the registration
or  qualification  under  foreign and state  securities  laws of the  securities
described in the registration  statement or any amendment thereto,  or obtain an
exemption therefrom, in connection with the offerings described therein and (iv)
take  any  and all  such  actions  which  may be  necessary  or  appropriate  in
connection therewith,  granting unto such agents, proxies and attorneys-in-fact,
and each of them  individually,  full power and authority to do and perform each
and every act and thing  necessary or  appropriate  to be done, as fully for all
intents  and  purposes  as he or she  might or could do in  person,  and  hereby
approving,   ratifying  and  confirming  all  that  such  agents,   proxies  and
attorneys-in-fact,  any of  them  or any of his or her or  their  substitute  or
substitutes  may lawfully do or cause to be done by virtue  hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

SIGNATURE(S)                  TITLE(S)                            DATE

/S/ A. DALE MAYO              President, Chief Executive          April 25, 2005
--------------------------    Officer and Chairman of the
A. Dale Mayo                  Board of Directors
                              (Principal Executive Officer)

/S/ KEVIN J. FARRELL          Senior Vice President - Data        April 25, 2005
--------------------------    Center Operations and Director
Kevin J. Farrell

/S/ BRETT E. MARKS            Senior Vice President - Business    April 25, 2005
--------------------------    Development and Director
Brett E. Marks



                                       9
<PAGE>

/S/ GARY S. LOFFREDO          Senior Vice President - Business    April 25, 2005
--------------------------    Affairs, General Counsel,
Gary S. Loffredo              Secretary and Director

/S/ BRIAN D. PFLUG            Senior Vice President - Accounting  April 25, 2005
--------------------------    and Finance (Principal Financial
Brian D. Pflug                and Accounting Officer)

/S/ ROBERT DAVIDOFF           Director                            April 25, 2005
--------------------------
Robert Davidoff

/S/ WAYNE L. CLEVENGER        Director                            April 25, 2005
--------------------------
Wayne L. Clevenger

/S/ MATTHEW W. FINLAY         Director                            April 25, 2005
--------------------------
Matthew W. Finlay

/S/ GERALD C. CROTTY          Director                            April 25, 2005
--------------------------
Gerald C. Crotty





                                       10
<PAGE>


EXHIBIT INDEX
-------------

EXHIBIT
NUMBER                                     DESCRIPTION
-------         ----------------------------------------------------------------

 4.3            Amendment No. 2 to First Amended and Restated  2000 Stock Option
                Plan of Access Integrated Technologies, Inc.

 4.4            Form of Option Agreement

 5.1            Opinion of Kelley Drye & Warren LLP.

 23.1           Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).

 23.2           Consent of PricewaterhouseCoopers LLP.

 23.3           Consent of BDO Seidman, LLP.

 23.4           Consent of Singer Lewak Greenbaum & Goldstein LLP.

 24             Powers of Attorney (included on the signature page hereof).



                                       11
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{"company-data": {"conformed-name": "ACCESS INTEGRATED TECHNOLOGIES INC", "cik": "0001173204", "assigned-sic": "7389", "irs-number": "223720962"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-124290", "film-number": "05769900"}, "business-address": {"street1": "55 MADISON AVE", "city": "MORRISTOWN", "state": "NJ", "zip": "07960", "phone": "973-290-0080"}}
As filed with the Securities and Exchange Commission on April 25, 2005
                                                       Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------

                      ACCESS INTEGRATED TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

             DELAWARE                                    22-3720962
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                          55 Madison Avenue, Suite 300
                              Morristown, NJ 07960
                    (Address of Principal Executive Offices)

              FIRST AMENDED AND RESTATED 2000 STOCK OPTION PLAN OF
                      ACCESS INTEGRATED TECHNOLOGIES, INC.
                            (Full Title of the Plan)

                                  A. DALE MAYO
                      Chief Executive Officer and President
                      Access Integrated Technologies, Inc.
                          55 Madison Avenue, Suite 300
                              Morristown, NJ 07960
                     (Name and Address of Agent for Service)

                                 (973) 290-0080
          (Telephone Number, Including Area Code, of Agent for Service)

                                 WITH A COPY TO:

                           JONATHAN K. COOPERMAN, ESQ.
                            Kelley Drye & Warren LLP
                                 101 Park Avenue
                            New York, New York 10178
                                 (212) 808-7800

                             ----------------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================

   Title of Securities        Amount To Be        Proposed Maximum       Proposed Maximum           Amount of
    To Be Registered           Registered        Offering Price Per     Aggregate Offering      Registration Fee
                                                      Share(1)               Price(1)
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
Class A Common Stock,      850,000 Shares (2)             $6.16                  $5,236,000             $616.27
$0.001 par value
====================================================================================================================
(1)      Estimated solely for the purpose of calculating the registration fee in
         accordance  with Rule 457(c) and (h) under the  Securities Act of 1933,
         as amended.  The price per share is  estimated  based on the average of
         the high and low  trading  prices for the  Registrant's  Class A common
         stock on April 22, 2005, as reported by the American Stock Exchange.

(2)      Pursuant to Rule 416  promulgated  under the Securities Act of 1933, as
         amended, this registration statement also relates to such indeterminate
         number of additional  shares of Class A common stock of the  Registrant
         as may be  issuable  in the  event of a stock  dividend,  stock  split,
         recapitalization,   or  other   similar   capital   structure,   merger
         consolidation, spin-off, split-off, spin-out, split-up, reorganization,
         partial  or  complete  liquidation,  or other  distribution  of assets,
         issuance of rights or warrants  to  purchase  securities,  or any other
         corporate  transaction  or event having an effect similar to any of the
         foregoing.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information specified by Part I of this Form
S-8 Registration Statement (the "Registration  Statement") will be sent or given
to  participants  in the First  Amended and  Restated  2000 Stock Option Plan of
Access Integrated Technologies, Inc., a Delaware corporation (the "Company"), as
amended (the "Plan"), by the Company as specified in Rule 428(b)(1)  promulgated
by  the  Securities  and  Exchange   Commission  (the  "Commission")  under  the
Securities Act of 1933, as amended (the "Securities  Act"). Such document(s) are
not being filed with the  Commission  but  constitute  (along with the documents
incorporated by reference into the Registration  Statement pursuant to Item 3 of
Part II hereof),  a prospectus  that meets the  requirements of Section 10(a) of
the Securities Act.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents have been filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and are hereby incorporated by reference in this Registration Statement:

     o    our annual  report on Form 10-KSB for the year ended  March 31,  2004,
          filed with the Commission on June 25, 2004;

     o    our  quarterly  report on Form 10-QSB for the  quarter  ended June 30,
          2004,  filed with the  Commission  on August 12, 2004;

     o    our quarterly  report on Form 10-QSB for the quarter  ended  September
          30, 2004, filed with the Commission on November 12, 2004;

     o    our quarterly report on Form 10-QSB for the quarter ended December 31,
          2004, filed with the Commission on February 14, 2005;

     o    our  proxy  statement,  dated  September  22,  2004,  filed  with  the
          Commission on September 21, 2004;

     o    our current  report on Form 8-K,  dated April 2, 2004,  filed with the
          Commission on April 2, 2004;

     o    our current report on Form 8-K,  dated April 29, 2004,  filed with the
          Commission on April 29, 2004;

     o    our  current  report on Form 8-K,  dated June 3, 2004,  filed with the
          Commission on June 3, 2004;

     o    our  current  report on Form 8-K,  dated June 7, 2004,  filed with the
          Commission on June 8, 2004;

     o    our current  report on Form 8-K,  dated June 10, 2004,  filed with the
          Commission on June 10, 2004;

     o    our current report on Form 8-K, dated August 12, 2004,  filed with the
          Commission on August 12, 2004;

     o    our current report on Form 8-K, dated August 12, 2004,  filed with the
          Commission on August 12, 2004;

     o    our current report on Form 8-K, dated  September 14, 2004,  filed with
          the Commission on September 14, 2004;

     o    our current report on Form 8-K, dated October 21, 2004, filed with the
          Commission on October 21, 2004;

                                       3
o    our current report on Form 8-K, dated November 1, 2004, filed with the
          Commission on November 1, 2004;

     o    our current report on Form 8-K/A,  dated November 8, 2004,  filed with
          the Commission on November 8, 2004;

     o    our current report on Form 8-K,  dated  November 10, 2004,  filed with
          the Commission on November 10, 2004;

     o    our current report on Form 8-K,  dated  November 19, 2004,  filed with
          the Commission on November 19, 2004;

     o    our current report on Form 8-K,  dated  December 27, 2004,  filed with
          the Commission on December 27, 2004;

     o    our current report on Form 8-K/A,  dated February 2, 2005,  filed with
          the Commission on February 2, 2005;

     o    our current report on Form 8-K,  dated  February 10, 2005,  filed with
          the Commission on February 10, 2005;

     o    our current report on Form 8-K,  dated  February 10, 2005,  filed with
          the Commission on February 10, 2005;

     o    our current  report on Form 8-K,  dated March 8, 2005,  filed with the
          Commission on March 9, 2005;

     o    the  description  of  our  Class  A  common  stock  contained  in  our
          registration  statement on Form 8-A (File No.  001-31810),  filed with
          the  Commission  under Section 12 of the Exchange Act on September 24,
          2003; and

     o    all documents  subsequently  filed by the Company with the  Commission
          pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act,
          prior to the filing of a post-effective amendment which indicates that
          all  securities  offered  have  been  sold or  which  deregisters  all
          securities then remaining  unsold,  shall be deemed to be incorporated
          by reference in this  Registration  Statement  and to be a part hereof
          from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The amended and restated certificate of incorporation and the bylaws of the
Company  provide that the Company shall  indemnify  its officers,  directors and

                                       4
certain  others  to  the  fullest  extent  permitted  by  the  Delaware  General
Corporation Law ("DGCL"). Section 145 of the DGCL, provides in pertinent part as
follows:

     (a) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

     (c) To the  extent  that a  present  or former  director  or  officer  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
Section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     (d) Any  indemnification  under  subsections  (a)  and (b) of this  Section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that indemnification of the present or
former  director,  officer,  employee  or agent is proper  in the  circumstances
because he has met the  applicable  standard of conduct set forth in subsections
(a) and (b) of this Section.  Such determination shall be made with respect to a
person who is a director or officer at the time of such  determination  (1) by a
majority  vote of  directors  who  are  not  parties  to  such  action,  suit or
proceeding, even though less than a quorum, (2) by a committee of such directors
designated by majority vote of such  directors,  even though less than a quorum,
(3) if  there  are no  such  directors,  or if  such  directors  so  direct,  by
independent legal counsel in a written opinion or (4) by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil,  criminal,  administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on

                                       5
behalf of such  director or officer to repay such amount if it shall  ultimately
be determined  that he is not entitled to be indemnified  by the  corporation as
authorized in this section.  Such expenses (including  attorneys' fees) incurred
by former  directors  and officers or other  employees and agents may be so paid
upon such terms and conditions, if any, as the corporation deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this Section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     (g) A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person,  who is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this Section.

     (h) For purposes of this  Section,  references to "the  corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under  this  Section  with  respect  to  the  resulting  or  surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

     (i) For purposes of this Section,  references to "other  enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on a person  with  respect to any  employee  benefit  plan;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee or agent of the  corporation,  which
imposes duties on, or involves services by, such director, officer, employee, or
agent of the corporation, which imposes duties on, or involves services by, such
director,  officer, employee, or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a
manner he  reasonably  believed to be in the  interest of the  participants  and
beneficiaries  of an  employee  benefit  plan shall be deemed to have acted in a
manner "not opposed to the best interests of the  corporation" as referred to in
this Section.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

     As permitted by Section 102(b)(7) of the DGCL, the Company's fourth amended
and restated  certificate of incorporation  eliminates the personal liability of
each of the Company's directors to the Company and its stockholders for monetary
damages for breaches of his or her  fiduciary  duties as a director  except that
the fourth amended and restated  certificate of incorporation does not eliminate
or limit the  liability  of a director  to the extent that such  elimination  or
limitation of liability is expressly  prohibited by the DGCL as in effect at the
time of the alleged breach of duty by such director.

                                       6
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER                                    DESCRIPTION
-------         ----------------------------------------------------------------

4.1             First  Amended  and  Restated  2000 Stock  Option Plan of Access
                Integrated  Technologies,  Inc.  (incorporated by reference from
                the Company's Registration Statement on Form SB-2 filed with the
                Commission on August 6, 2003 (File No. 333-107711))

4.2             Amendment  No. 1 to First Amended and Restated 2000 Stock Option
                Plan of Access Integrated  Technologies,  Inc.  (incorporated by
                reference from the Company's Amendment No. 1 to its Registration
                Statement  on Form SB-2 filed with the  Commission  on September
                22, 2003 (File No. 333-107711)

*4.3            Amendment  No. 2 to First Amended and Restated 2000 Stock Option
                Plan of Access Integrated Technologies, Inc.

*4.4            Form of Option Agreement

*5.1            Opinion of Kelley Drye & Warren LLP.

*23.1           Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).

*23.2           Consent of PricewaterhouseCoopers LLP.

*23.3           Consent of BDO Seidman, LLP.

*23.4           Consent of Singer Lewak Greenbaum & Goldstein LLP.

*24             Powers of Attorney  (included on the signature  page hereof).

------------------
* Filed herewith.

ITEM 9. UNDERTAKINGS.

     (a)  The undersigned Company hereby undertakes:

          (1)  To  file,   during  any  period  in  which  it  offers  or  sells
               securities,  a  post-effective  amendment  to  this  Registration
               Statement to:

               (i)  Include any prospectus  required by section  10(a)(3) of the
                    Securities Act;

               (ii) Reflect  in  the  prospectus  any  facts  or  events  which,
                    individually or together,  represent a fundamental change in
                    the  information  set forth in the  Registration  Statement.
                    Notwithstanding  the foregoing,  any increase or decrease in
                    volume of  securities  offered (if the total dollar value of
                    securities   offered   would  not  exceed   that  which  was
                    registered)  and any  deviation  from the low or high end of
                    the estimated maximum offering range may be reflected in the
                    form of  prospectus  filed with the  Commission  pursuant to

                                       7
Rule 424(b) if, in the aggregate,  the changes in volume and
                    price  represent  no more  than a 20  percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    Registration Statement; and

              (iii) Include any  additional or changed  material  information on
                    the plan of distribution.

          (2)  For  determining  liability  under the Securities Act, treat each
               post-effective  amendment as a new registration  statement of the
               securities  offered,  and the offering of such securities at that
               time to be the initial bona fide offering.

          (3)  To file a  post-effective  amendment to remove from  registration
               any  of the  securities  that  remain  unsold  at the  end of the
               offering.

     (b)  The  undersigned  Company  hereby  undertakes  that,  for  purposes of
          determining any liability under the Securities Act, each filing of the
          Company's  annual report pursuant to section 13(a) or section 15(d) of
          the Exchange Act (and,  where  applicable,  each filing of an employee
          benefit plan's annual report pursuant to section 15(d) of the Exchange
          Act) that is incorporated by reference in the  registration  statement
          shall be deemed to be a new  registration  statement  relating  to the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof.

     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities   Act,  may  be  permitted  to   directors,   officers  and
          controlling  persons  of the  Company  pursuant  to  any  arrangement,
          provision  or  otherwise,  the  Company has been  advised  that in the
          opinion of the  Commission  such  indemnification  is  against  public
          policy  as  expressed  in  the  Securities  Act  and  is,   therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such  liabilities  (other  than the payment by the Company of expenses
          incurred or paid by a director,  officer or controlling  person of the
          Company in the successful  defense of any action,  suit or proceeding)
          is  asserted  by such  director,  officer  or  controlling  person  in
          connection  with the securities  being  registered,  the Company will,
          unless in the opinion of its  counsel  the matter has been  settled by
          controlling precedent,  submit to a court of appropriate  jurisdiction
          the question  whether  such  indemnification  by it is against  public
          policy as expressed in the  Securities Act and will be governed by the
          final adjudication of such issue.

                                       8
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Morristown,  State of New Jersey, on this 25th day of
April, 2005.

                                    ACCESS INTEGRATED TECHNOLOGIES, INC.

                                    By: /S/ A. DALE MAYO
                                        ----------------------------------------
                                        A. Dale Mayo, President and Chief
                                        Executive Officer

                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below hereby constitutes and appoints A. Dale Mayo and Gary S. Loffredo,
and  each  of  them   individually,   his  true  and  lawful  agent,  proxy  and
attorney-in-fact,  with full power of substitution and  resubstitution,  for him
and in his name, place and stead, in any and all capacities, to (i) act on, sign
and file with the Securities  and Exchange  Commission any and all amendments to
the registration statement (which includes any additional registration statement
under Rule 462(b))  together with all schedules and exhibits  thereto,  (ii) act
on,  sign and file  with the  Securities  and  Exchange  Commission  any and all
exhibits to the  registration  statement  and any and all exhibits and schedules
thereto,   (iii)  act  on,  sign  and  file  any  and  all  such   certificates,
applications, registration statements, notices, reports, instruments, agreements
and other documents necessary or appropriate in connection with the registration
or  qualification  under  foreign and state  securities  laws of the  securities
described in the registration  statement or any amendment thereto,  or obtain an
exemption therefrom, in connection with the offerings described therein and (iv)
take  any  and all  such  actions  which  may be  necessary  or  appropriate  in
connection therewith,  granting unto such agents, proxies and attorneys-in-fact,
and each of them  individually,  full power and authority to do and perform each
and every act and thing  necessary or  appropriate  to be done, as fully for all
intents  and  purposes  as he or she  might or could do in  person,  and  hereby
approving,   ratifying  and  confirming  all  that  such  agents,   proxies  and
attorneys-in-fact,  any of  them  or any of his or her or  their  substitute  or
substitutes  may lawfully do or cause to be done by virtue  hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

SIGNATURE(S)                  TITLE(S)                            DATE

/S/ A. DALE MAYO              President, Chief Executive          April 25, 2005
--------------------------    Officer and Chairman of the
A. Dale Mayo                  Board of Directors
                              (Principal Executive Officer)

/S/ KEVIN J. FARRELL          Senior Vice President - Data        April 25, 2005
--------------------------    Center Operations and Director
Kevin J. Farrell

/S/ BRETT E. MARKS            Senior Vice President - Business    April 25, 2005
--------------------------    Development and Director
Brett E. Marks

                                       9
/S/ GARY S. LOFFREDO          Senior Vice President - Business    April 25, 2005
--------------------------    Affairs, General Counsel,
Gary S. Loffredo              Secretary and Director

/S/ BRIAN D. PFLUG            Senior Vice President - Accounting  April 25, 2005
--------------------------    and Finance (Principal Financial
Brian D. Pflug                and Accounting Officer)

/S/ ROBERT DAVIDOFF           Director                            April 25, 2005
--------------------------
Robert Davidoff

/S/ WAYNE L. CLEVENGER        Director                            April 25, 2005
--------------------------
Wayne L. Clevenger

/S/ MATTHEW W. FINLAY         Director                            April 25, 2005
--------------------------
Matthew W. Finlay

/S/ GERALD C. CROTTY          Director                            April 25, 2005
--------------------------
Gerald C. Crotty

                                       10
EXHIBIT INDEX
-------------

EXHIBIT
NUMBER                                     DESCRIPTION
-------         ----------------------------------------------------------------

 4.3            Amendment No. 2 to First Amended and Restated  2000 Stock Option
                Plan of Access Integrated Technologies, Inc.

 4.4            Form of Option Agreement

 5.1            Opinion of Kelley Drye & Warren LLP.

 23.1           Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).

 23.2           Consent of PricewaterhouseCoopers LLP.

 23.3           Consent of BDO Seidman, LLP.

 23.4           Consent of Singer Lewak Greenbaum & Goldstein LLP.

 24             Powers of Attorney (included on the signature page hereof).

                                       11