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                                 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


                                 APRIL 10, 2006
                        (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 jurisdiction     (Commission File Number)       (IRS Employer
      of incorporation)                                      Identification No.)


       55 Madison Avenue, Suite 300, Morristown, New Jersey            07960
             (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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                                TABLE OF CONTENTS

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
Item 9.01. Financial Statements and Exhibits
Signatures
Exhibit Index


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ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING


On April 10, 2006,  the Company  received  notification  that its Class A common
stock (the "Common  Stock") has been approved for listing on The Nasdaq National
Market  ("NASDAQ").  On April 11,  2006,  officers of the  Company,  pursuant to
authorization  by the Board of Directors,  informed the American  Stock Exchange
("AMEX") that (1) the Company expects to voluntarily  cease trading on the AMEX,
effective  after the close of  trading  on April  17,  2006 and (2) the  Company
intends to  transfer  its listing to NASDAQ.  The  Company's  Common  Stock will
continue to trade on the AMEX under the symbol "AIX" until such time.


The Company anticipates that its common stock will commence trading on NASDAQ on
or about April 18, 2006, and will trade under the new symbol "AIXD".


A copy of the press release  announcing the transfer of the Company's listing to
NASDAQ is attached as Exhibit 99.1 to this report.


ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.


         (c) EXHIBITS.

                  99.1     Access  Integrated  Technologies, Inc. press release,
                           dated April 11, 2006.




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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.


Dated as of  April 12, 2006
                                            ACCESS INTEGRATED TECHNOLOGIES, INC.


                                            By:      /s/ Brian D. Pflug
                                                    ----------------------------
                                            Name:   Brian D. Pflug
                                            Title:  Senior Vice President--
                                                    Accounting and Finance










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                                  EXHIBIT INDEX


         99.1    Access Integrated Technologies, Inc. press release, dated April
                 11, 2006.