USA Technologies, Inc.
                          100 Deerfield Lane, Suite 140
                           Malvern, Pennsylvania 19355

                                  May 13, 2005

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. (the "Company")
            Registration Statement on Form S-1/A
            Registration Statement No. 333-124078

Dear Mr. Halper:

      We respectfully request that the Commission, acting pursuant to Section
8(a) of the Securities Act of 1933, and Rule 461, enter an appropriate order
making the above-captioned Registration Statement (the "Registration Statement")
effective today Friday, May 13, 2005 at 3:00 p.m., or as soon thereafter as
practicable.

      We hereby confirm that we are aware of our statutory responsibilities
under the Securities Act of 1933 and the Securities Exchange Act of 1934, as
they relate to the Registration Statement.

      We hereby acknowledge that should the Commission or the staff, acting
pursuant to delegated authority, declare the Registration Statement effective,
we do not foreclose the Commission from taking any action with respect to the
Registration Statement. We further acknowledge that the actions of the
Commission or the staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the
Registration Statement and the Company may not assert such action as a defense
in any proceeding initiated by the Commission or any person under the federal
securities law of the United States.

                                          Very truly yours,


                                          /s/ George R. Jensen, Jr.
                                          -------------------------
                                          George R. Jensen, Jr.
                                          Chairman and Chief Executive
                                          Officer