SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): November 1, 2004

                             USA TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

         Pennsylvania                   33-70992              23-2679963
- ------------------------------      ----------------       -------------------
       (State or other              (Commission File            (I.R.S.
   Employer jurisdiction of             Number)            Identification No.)
incorporation or organization)

                          100 Deerfield Lane, Suite 140
                           Malvern, Pennsylvania 19355
              (Address of principal executive offices and zip code)

        Registrant's telephone number, including area code: 610-989-0340

                                       n/a
           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 8.01    OTHER EVENTS

       On November 1, 2004, USA issued a letter to its security holders
discussing a number of the Company's accomplishments. The letter is attached as
Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.   FINANCIAL STATEMENTS AND EXHIBITS

       (a) None.

       (b) None.

       (c) Exhibits.

           99.1 Letter to USA security holders dated November 1, 2004



                                   SIGNATURES

       Pursuant to the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.


                                                   USA TECHNOLOGIES, INC.

                                               By: /s/ George R. Jensen, Jr.
                                                   -------------------------
                                                   George R. Jensen, Jr.
                                                   Chief Executive Officer

Dated:  November 12, 2004

                                  EXHIBIT INDEX

Exhibit No.               Description
- -----------               -----------
99.1     Letter to USA security holders dated November 1, 2004

Exhibit 99.1

                                [USA LETTERHEAD]


November 1, 2004



Dear Shareholder:

So much has recently happened, I thought it would be an opportune time to update
you on some of our accomplishments.

Our 2004 fiscal year was filled with many promising developments, which began to
deliver tangible results in the many areas most important to shareholders. The
Company doubled its revenue, and has recently commercialized five exciting new
products, which are now available to the market.

Fiscal year 2004 revenues principally came from three products: our EnergyMiser
line of energy management offerings, e-Port(R) Generation 4 cashless transaction
solution, and our Business Express(R) unattended office solution. It's going to
be different going forward because in addition to the three products listed
above, we now have commercialized and are ready to sell the e-Port G-5,
e-Suds(TM), Sony/Kiosk, ZiLOG initiative, and the next generation internal
Vending Miser -- VM2IQ(TM).

Many of these new products have been anticipated by some of our larger customers
and prospects, and have been well received by the marketplace - all of which we
expect help set the stage for improved growth.

Some of the recent announcements associated with these new products include:

o The completion of the ZiLOG e-Port on a chip that makes our e-Port networking
technology available to ZiLOG customers;

o The new compact, less costly, easy to install `G-5 e-Port' (To see the simple
installation of the G5



e-Port System, go to http://www.usatech.com/news/usa_2004_10_07video.php.);

o The smaller and more affordable internal VendingMiser(R) `VM2IQ';

While these new products are expected to provide a solid foundation from which
our Company can continue its growth -- we did not stop there. We expanded this
foundation by entering into important new strategic partnerships.

Some of the recent announcements associated with these new relationships
include:

o A licensing agreement with Mars Electronics (MEI), allowing it access to
certain Intellectual Property and e-Port technology in order to market its own
cashless vending solutions;

o The US General Services Administration (GSA), entered into a contract with us
covering all of our EnergyMiser energy management products. It means all Federal
Government authorities, agencies and facilities worldwide now have the ability
to purchase our VendingMiser(R), CoolerMiser(TM), PlugMiser(TM) and
SnackMiser(TM) immediately, and directly from the Company (Executive order
promoting VendingMiser is posted on the Energy Department's web site
http://www.eere.energy.gov/femp/pdfs/beverage_vending_machines.pdf );

o Agreement with AT&T Wireless (now Cingular) -
http://www.usatech.com/news/usa_2004_10_12.php;

o A co-marketing agreement with Honeywell for the sale and installation of our
EnergyMiser product line.

Other important developments of note include:

o Statement by NAMA in an industry whitepaper that the `time is now for cashless
vending' http://www.usatech.com/pdfs/2004_NAMA_cashless_vend_study.pdf;

o Our employees, officers, directors and family members demonstrated their
commitment to our future by investing directly into the Company more than $2
million in the purchase of Company stock over the past 18 months.




We have new technology and solutions to sell. We've forged strategic marketing
and sales partnerships with many of the most recognizable and respected
companies in the world. We have the clearance to sell our energy management
solutions to all Federal agencies. Honeywell is selling our solutions.
AT&T/Cingular is a communications partner. MEI (a division of Mars Inc) is
licensing our technology. Coca Cola Philadelphia is among the first to install
and use our new G5 e-Port cashless transaction solution in their vending
machines.

As you can see, we have been busy. In large part due to your support and
encouragement, we have a formidable array of products, services, customers and
patents (54 issued, 33 pending). As such, we have great energy and optimism, and
look forward to keeping you abreast of our progress.

                                                              Sincerely,



                                                              George Jensen, Jr.
                                                              Chairman and CEO