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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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1. Name and Address of Reporting Person*
SAC CAPITAL ASSOCIATES LLC
(Last) (First) (Middle)
P.O. BOX 58, VICTORIA HOUSE, THE VALLEY
(Street)
ANGUILLA, BRITISH WEST INDIES
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/14/2007 		3. Issuer Name and Ticker or Trading Symbol
USA TECHNOLOGIES INC [ USAT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See footnote (1)
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, no par value 1,666,667(1) D(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant(3) 09/14/2007 09/14/2013 Common Stock, no par value 833,333 6.4 D(2)
1. Name and Address of Reporting Person*
SAC CAPITAL ASSOCIATES LLC
(Last) (First) (Middle)
P.O. BOX 58, VICTORIA HOUSE, THE VALLEY
(Street)
ANGUILLA, BRITISH WEST INDIES
(City) (State) (Zip)
1. Name and Address of Reporting Person*
SAC CAPITAL ADVISORS LLC
(Last) (First) (Middle)
72 CUMMINGS POINT ROAD
(Street)
STAMFORD CT 06902
(City) (State) (Zip)
1. Name and Address of Reporting Person*
S A C CAPITAL MANAGEMENT L L C
(Last) (First) (Middle)
540 MADISON AVENUE
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
1. Name and Address of Reporting Person*
COHEN STEVEN A/SAC CAPITAL MGMT LP
(Last) (First) (Middle)
72 CUMMINGS POINT ROAD
(Street)
STAMFORD CT 06902
(City) (State) (Zip)
Explanation of Responses:
1. Please see Exhibit 99.1, note 1.
2. Please see Exhibit 99.1, note 2.
3. Please see Exhibit 99.1, note 3.
Remarks:
Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information
Peter Nussbaum, as Authorized Person on behalf of the following: S.A.C. CAPITAL ASSOCIATES, LLC, S.A.C. CAPITAL ADVISORS, LLC, S.A.C. CAPITAL MANAGEMENT, LLC, STEVEN A. COHEN, By: /s/ Peter Nussbaum 03/22/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                     Exhibit 99.1 - Explanation of Responses


(1) As described in the Schedule 13G filed with the Securities and Exchange
Commission by the Reporting Persons on March 22, 2007 with respect to the
Issuer's securities, S.A.C. Capital Associates, LLC, an Anguillan limited
liability company ("SAC Associates"), purchased 1,666,667 shares of Common Stock
and warrants to purchase 833,333 shares of Common Stock pursuant to a Securities
Purchase Agreement between SAC Associates and the Issuer on March 14, 2007.

(2) SAC Associates directly owns Common Stock of the Issuer and warrants for
Common Stock of the Issuer. S.A.C. Capital Advisors, LLC, ("SAC Advisors") and
S.A.C. Capital Management, LLC ("SAC Management") are investment managers to SAC
Capital Associates. Pursuant to investment management agreements, each of SAC
Advisors and SAC Management share all investment and voting power with respect
to the securities held by SAC Capital Associates. Steven A. Cohen controls each
of SAC Advisors and SAC Management. In accordance with Instruction 5(b)(iv), the
entire amount of the Issuer's securities held by SAC Capital Associates is
reported herein. SAC Advisors, SAC Management and Steven A. Cohen disclaim any
beneficial ownership of any of the Issuer's securities to which this report
relates for purposes of Section 16 of the Securities Exchange Act of 1934, as
amended, except to the extent of its indirect pecuniary interest therein, and
this report shall not be deemed an admission that SAC Advisors, SAC Management
or Steven A. Cohen is the beneficial owner of such securities for purposes of
Section 16 or for any other purposes.

(3) The warrants contain certain restrictions on their exercise, including an
issuance limitation prohibiting the holder and its affiliates from exercising
the warrants to the extent that such exercise would result in the beneficial
ownership by such holder and its affiliates of more than 9.99% of the number of
shares of Common Stock outstanding immediately after giving effect to the
issuance of shares upon exercise of the warrant.




                  Exhibit 99.2 - Form 3 Joint Filer Information



   Name:  S.A.C. Capital Advisors, LLC

   Address:  72 Cummings Point Road, Stamford CT 06902

   Designated Filer:  S.A.C. Capital Associates, LLC

   Issuer & Ticker Symbol:  USA TECHNOLOGIES, INC. ("USAT")

   Date of Event Requiring Statement:  March 14, 2007



   Name:  S.A.C. Capital Management, LLC

   Address:  540 Madison Avenue, New York NY 10022

   Designated Filer:  S.A.C. Capital Associates, LLC

   Issuer & Ticker Symbol:  USA TECHNOLOGIES, INC. ("USAT")

   Date of Event Requiring Statement:  March 14, 2007



   Name:  Steven A. Cohen

   Address:  72 Cummings Point Road, Stamford CT 06902

   Designated Filer:  S.A.C. Capital Associates, LLC

   Issuer & Ticker Symbol:  USA TECHNOLOGIES, INC. ("USAT")

   Date of Event Requiring Statement:  March 14, 2007