SecProbe.io

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May 12, 2005

Room 4561

Mr. George R. Jensen Jr.
Chief Executive Officer
USA Technologies, Inc.
100 Deerfield Lane, Suite 140
Malvern, PA 19355

Re:	USA Technologies, Inc.
Registration Statement on Form S-1
Filed April 14, 2005
	File No. 333-124078

Dear Mr. Jensen:

	This is to advise you that we have limited our review to the
matters identified below and have the following comments. Where
indicated, we think you should revise your registration statement
in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Selling Shareholders, page 65
1. Please revise your selling shareholders table to include a
column
indicating the amount of securities held by each selling
shareholder
prior to the offering, as required by Item 507 of Regulation S-K.
2. Please note that disclosure regarding all material transactions
with a selling shareholder that took place within the past three
years must be provided to conform to the requirements of Item 507
of
Regulation S-K.  You state that none of the selling shareholders
has
a material relationship with the Company except as noted in the
selling shareholders table and related footnotes, but it does not
appear that you adequately describe the material terms of the
2005-C
and 2005-D offerings, or the Company`s relationship with Mr. Illes
regarding the prior Common Stock Purchase Agreement.  We note
references to such information only in the sections of your
registration statement titled "Other Events" and "Recent Sales of
Unregistered Securities."  Please revise accordingly.
3. It does not appear that any of the selling shareholders are
registered broker-dealers.  Please confirm.  Additionally, if any
of
the selling shareholders are affiliates of broker-dealers, please
disclose whether they received their shares in the ordinary course
of
business and whether, at the time of acquisition, they had any
understandings or arrangements with any other person, either
directly
or indirectly, to distribute the shares.
4. We note that both Rachel Glicksman and Gary Nash are principals
in
CEOCAST, the firm that acts as your public relations consultant.
Please file as an exhibit to the registration statement any
agreement
governing the terms of your relationship with CEOCAST.  See Item
601(b)(10)(ii)(A) of Regulation S-K.  See also interpretation I.85
of
the July 1997 Publicly Available Corp. Fin. Telephone
Interpretations
Manual, regarding oral contracts.
Plan of Distribution, page 71
5. Please confirm that you and the selling shareholders are aware
of
our position on short sales.  See interpretation A.65 of the July
1997 Publicly Available Corp. Fin Telephone Interpretation Manual.

Legal Opinion
6. We note that your legal counsel assumed that at all relevant
times, the Company shall have a sufficient number of authorized
shares of common stock to cover the issuance by the Company of all
shares underlying warrants and senior notes covered by the
registration statement.  Please be advised that this is generally
an
inappropriate assumption to make in rendering a legal opinion
required by Item 601(b)(5) of Regulation S-K.  Please revise
accordingly or advise.
7. As a follow-up to the comment above, we note that your legal
counsel has also provided their opinion "subject to the
effectiveness
of the Registration Statement and compliance with applicable state
securities laws."  As one of the purposes of the legal opinion is
to
opine on the legality of the Company`s actions under state law,
the
italicized language above appears to be inappropriate, as well.
Please revise or advise.

***

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

	If you have any questions, please call Adam Halper at (202)
551-
3482 or Sara Kalin at (202) 551-3454.  If you require additional
assistance you may contact me at (202) 551-3730.

							Sincerely,

							Barbara C. Jacobs
							Assistant Director

cc: 	Via Facsimile
Douglas M. Lurio, Esquire
	Lurio & Associates, P.C.
	One Commerce Square
	2005 Market Street, Suite 2340
	Philadelphia, PA 19103-7015
	Telephone: (215) 665-9300
	Facsimile:  (215) 665-8582
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USA Technologies, Inc.
May 12, 2005
Page 1

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