May 13, 2005

VIA FACSIMILE

Adam F. Halper, Esquire
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

      RE:   USA Technologies, Inc.
            Form S-1 filed April 14, 2005
            File No. 333-124078

Dear Mr. Halper:

         This office represents USA Technologies, Inc. (the "Company"). In order
to expedite your review of the above-captioned  registration  statement, we have
attached to this letter the Company's  proposed  response  letter to the Staff's
letter of May 12, 2005, and have attached the changed pages of the  registration
statement which have been manually  marked to reflect the proposed  changes from
the original filing.

         As  I  indicated  to  you   yesterday,   the  Company  would  like  the
registration  statement  to be  declared  effective  today.  Therefore,  we look
forward to hearing from you as soon as possible. The Company is prepared to file
the  Amendment  No. 1 to the  registration  statement  upon your approval of the
draft responses and to file an appropriate acceleration request.

                                        Sincerely,


                                        Douglas M. Lurio
Enclosures

cc:   Mr. George R. Jensen, Jr. (w/o encl.)
      Mr. David DeMedio(w/o encl.)
      Mr. Gerard Emory, CPA ((w/o encl.)