THE  REGISTRANT  REQUESTS  THAT  THIS  REGISTRATION  STATEMENT BECOME
      EFFECTIVE IMMEDIATELY UPON FILING PURSUANT TO SECURITIES ACT RULE 462

                                                  REGISTRATION NO. 33-

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY __, 1997
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            ------------------------

                        GLOBAL PAYMENT TECHNOLOGIES, INC.
              (Exact name of registrant as specified in its charter
               and translation of Registrant's name into English)

                            ------------------------

           DELAWARE                                               11-2974651
(State or other jurisdiction of                               (I.R.S. Employer 
incorporation or organization)                               Identification No.)

                                                          STEPHEN KATZ
                                               GLOBAL PAYMENT TECHNOLOGIES, INC.
                                             20 EAST SUNRISE HIGHWAY - SUITE 201
 20 EAST SUNRISE HIGHWAY - SUITE 201             VALLEY STREAM, NEW YORK 11788
    VALLEY STREAM, NEW YORK 11788                       (516) 231-1177
(Address of Principal Executive Offices)        (Name, address, and telephone
                                                  number, including area code, 
                                                     of agent of service)

                            ------------------------

                             1994 STOCK OPTION PLAN
                                       and
                             1996 STOCK OPTION PLAN
                            (Full title of the plans)

                            ------------------------

                                 WITH A COPY TO:

                             EDWARD R. MANDELL, ESQ.
                       PARKER CHAPIN FLATTAU & KLIMPL, LLP
                           1211 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                                 (212) 704-6000
                            ------------------------
<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE

====================================================================================================
TITLE OF SECURITIES    AMOUNT TO BE        PROPOSED         PROPOSED MAXIMUM    
 TO BE REGISTERED      REGISTERED(1)   MAXIMUM OFFERING    AGGREGATE OFFERING        AMOUNT OF
                                        PRICE PER SHARE           PRICE            REGISTRATION FEE
---------------------------------------------------------------------------------------------------
<S>                      <C>              <C>                <C>          <C>     <C>       
Common Stock, par        100,000(2)       $  6.00(4)         $  600,000   (4)     $   181.82
value $.01 per share      40,000(2)       $ 11.00(4)         $  440,000   (4)     $   133.33
                         100,000(3)       $  6.60(4)         $  660,000   (4)     $   200.00
                          61,250(3)       $  7.56(4)         $  463,050   (4)     $   140.32
                          25,000(3)       $  7.75(4)         $  193,750   (4)     $    58.71
                           7,500(3)       $  9.00(4)         $   67,500   (4)     $    20.45
                           7,500(3)       $  8.125(4)        $   60,937.50(4)     $    18.47
                           7,500(3)       $ 10.00(4)         $   75,000   (4)     $    22.73
                           4,000(3)       $ 10.0625(4)       $   40,250   (4)     $    12.20
                           3,500(3)       $ 10.6875(4)       $   37,406.25(4)     $    11.34
                          10,000(2)       $ 17.25(5)         $  172,500   (4)     $    52.27
                         233,750(3)       $ 17.25(5)         $4,032,187.50(5)     $ 1,221.88
====================================================================================================
            Total        600,000          $ N/A              $6,842,581.25        $ 2,073.52
====================================================================================================
</TABLE>

<PAGE>


(1)  In addition,  in accordance  with Rule 416(a) under the  Securities  Act of
     1933, this registration  statement also covers such indeterminate number of
     shares as may become  subject to options  under the 1994 Stock  Option Plan
     and the 1996 Stock  Option  Plan as a result of the  adjustment  provisions
     therein.
(2)  Underlying  options  granted or to be granted  under the 1994 Stock  Option
     Plan.
(3)  Underlying  options  granted or to be granted  under the 1996 Stock  Option
     Plan.
(4)  Estimated  solely for the  purpose of  calculating  the  registration  fee,
     pursuant to Rule 457(h),  on the basis of the  exercise  price of presently
     outstanding options.
(5)  Estimated  solely for the  purpose of  calculating  the  registration  fee,
     pursuant to Rule 457(h), the average of the high and low selling prices per
     share of the  Registrant's  Common  Stock,  as quoted on The  Nasdaq  Stock
     Market's National Market System on July 1, 1997.





<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS





ITEM 1.    PLAN INFORMATION*

ITEM 2.    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*





*           Information  required by Part I to be contained in the Section 10(a)
            prospectus is omitted from the registration  statement in accordance
            with Rule 428 under the Securities Act of 1933, as
            amended, and the Note to Part I of Form S-8.



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

           The following  documents filed by Global Payment  Technologies,  Inc.
(the "Registrant") are incorporated by reference in this registration statement.

                      (1)  Annual  Report  on Form  10-KSB  for the  year  ended
           September 30, 1996, filed on January 28, 1997.

                      (2) Quarterly  Report on Form 10-QSB for the quarter ended
           March 31, 1997, filed on May 16, 1997.

                      (3) The description of the Registrant's Common Stock, $.01
           par value  per  share,  contained  in the  Registrant's  Registration
           Statement on Form SB-2 filed pursuant to Section 12 of the Securities
           Exchange Act of 1934,  including any amendment or report subsequently
           filed by the Registrant  for the purpose of updating the  information
           contained therein.

                      (4) All other reports filed by the Registrant  pursuant to
           Sections 13(a) or 15(d) of the Exchange Act since September 30, 1996.

           In  addition,  all  documents  subsequently  filed by the  Registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, prior to the filing of a post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.


ITEM 4.    DESCRIPTION OF SECURITIES

           Not applicable.


ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           Not applicable.



                                      II-1

<PAGE>



ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Section 145 of the General  Corporation  Law of the State of Delaware
(the "DGCL") provides,  in general,  that a corporation  incorporated  under the
laws of the State of Delaware, such as the Registrant,  may indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or completed action,  suit or proceeding (other than a derivative action
by or in the right of the corporation) by reason of the fact that such person is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another  enterprise,  against  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably  believed to be in or
not opposed to the best interests of the  corporation,  and, with respect to any
criminal action or proceeding,  had no reasonable cause to believe such person's
conduct was unlawful. In the case of a derivative action, a Delaware corporation
may indemnify  any such person  against  expenses  (including  attorneys'  fees)
actually and reasonably  incurred by such person in connection  with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the corporation,  except that no  indemnification  shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of  Chancery  of the State of  Delaware  or any other  court in which such
action was brought  determines such person is fairly and reasonably  entitled to
indemnity for such expenses.

           The Registrant's Certificate of Incorporation also provides that each
director,  officer or employee of the Registrant  shall be indemnified  and held
harmless by the Registrant within the limitations permitted by the DGCL.


ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable.





                                      II-2

<PAGE>



ITEM 8.    EXHIBITS

Exhibit
Number                  Description
------                  -----------

4.01                    Certificate of Incorporation*
4.02                    By-Laws*
4.05                    1994 Stock Option Plan**
4.06                    1996 Stock Option Plan***
5.01                    Opinion of Parker Chapin Flattau & Klimpl, LLP*
23.01                   Consent of Arthur Andersen LLP*
23.02                   Consent of Parker Chapin Flattau & Klimpl, LLP 
                        (contained in Exhibit 5.01)

--------------
*       Filed herewith.

**      Incorporated by reference to Registrant's Registration Statement on Form
        SB-2 (Registration No. 33- 86352-NY).

***     Incorporated by reference to  Registrant's  Proxy Statement for the 1997
        Annual Meeting of Shareholders filed February 15, 1997.


ITEM 9.   UNDERTAKINGS

           (A) The undersigned registrant hereby undertakes:

           (1)        To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                                 (i)  To  include  any  prospectus  required  by
                      Section 10(a)(3) of the Securities Act of 1933;

                                 (ii) To reflect in the  prospectus any facts or
                      events   arising   after   the   effective   date  of  the
                      registration  statement (or the most recent post-effective
                      amendment   thereof)   which,   individually   or  in  the
                      aggregate,   represent   a   fundamental   change  in  the
                      information  set  forth  in  the  registration  statement.
                      Notwithstanding the foregoing, any increase or decrease in
                      volume of securities offered (if the total dollar value of
                      securities   offered  would  not  exceed  that  which  was
                      registered)  and any deviation from the low or high end of
                      the estimated  maximum  offering range may be reflected in
                      the form of prospectus filed with the Commission  pursuant
                      to Rule 424(b) if, in the aggregate, the changes in volume
                      and price  represent  no more than a 20 percent  change in
                      the maximum aggregate offering price set forth



                                      II-3

<PAGE>



                      in the  "Calculation  of  Registration  Fee"  table in the
                      effective registration statement.

                                 (iii) To include any material  information with
                      respect  to  the  plan  of  distribution   not  previously
                      disclosed  in the  registration  statement or any material
                      change to such information in the registration statement;

           Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not
           apply if the information  required to be included in a post-effective
           amendment by those  paragraphs is contained in periodic reports filed
           by the  registrant  pursuant  to section  13 or section  15(d) of the
           Securities Exchange Act of 1934 that are incorporated by reference in
           the registration statement.

                      (2) That,  for the purpose of  determining  any  liability
           under the Securities Act of 1933, each such post-effective  amendment
           shall be deemed to be a new  registration  statement  relating to the
           securities  offered  therein,  and the offering of such securities at
           that  time  shall be  deemed to be the  initial  bona  fide  offering
           thereof.

                      (3)  To   remove   from   registration   by   means  of  a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.

           (B)  The  undersigned  registrant  hereby  undertakes  that,  for the
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities Exchange Act 1934 (and, where applicable, each filing of
an employee  benefit  plan's  annual  report  pursuant  to section  15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           (C) Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      II-4

<PAGE>



                                   SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Valley Stream,  State of New York, on the 2nd day of
July, 1997.

                                               GLOBAL PAYMENT TECHNOLOGIES, INC.


                                               By: /S/ STEPHEN KATZ
                                               ---------------------------------
                                                     Stephen Katz,
                                                     Chairman of the Board and
                                                     Chief Executive Officer

           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:


SIGNATURE                           TITLE                               DATE


/S/ STEPHEN KATZ              Chairman of the Board and             July 2, 1997
----------------------        Chief Executive Officer
    Stephen Katz                                   


/S/ WILLIAM H. WOOD           President and Director                July 2, 1997
----------------------
    William H. Wood


/S/ EDWARD SEIDENBERG         Vice President and Chief              July 2, 1997
----------------------        Operating Officer and
    Edward Seidenberg         Director

/S/ JAY GOLDBERG              Director                              July 2, 1997
----------------------
    Jay Goldberg


/S/ RICHARD GERZOF            Director                              July 2, 1997
----------------------
    Richard Gerzof


/S/ HENRY B. ELLIS            Director                              July 2, 1997
----------------------
    Henry B. Ellis


/S/ JOAN VOGEL                Director                              July 2, 1997
----------------------
    Joan Vogel


                                      II-5

<PAGE>

                                  EXHIBIT INDEX



EXHIBIT                                    
NUMBER                         DESCRIPTION                                  PAGE
------                         -----------                                  ----


4.01              Certificate of Incorporation

4.02              By-Laws

5.01              Opinion of Parker Chapin Flattau & Klimpl, LLP.

23.01             Consent of Arthur Andersen LLP

23.02             Consent of Parker  Chapin  Flattau & Klimpl,
                  LLP   (included  in  the  opinion  filed  as
                  Exhibit 5.01 hereto).


                                      II-6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19359}]
{"company-data": {"conformed-name": "COIN BILL VALIDATOR INC", "cik": "0000933020", "assigned-sic": "3578", "irs-number": "112974651", "state-of-incorporation": "NY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30829", "film-number": "97636703"}, "business-address": {"street1": "425B OSER AVE", "city": "HAUPPAUGE", "state": "NY", "zip": "11788", "phone": "5162311177"}, "mail-address": {"street1": "425 B OSER AVENUE", "city": "HAUPPAUGE", "state": "NY", "zip": "11788"}}
THE  REGISTRANT  REQUESTS  THAT  THIS  REGISTRATION  STATEMENT BECOME
      EFFECTIVE IMMEDIATELY UPON FILING PURSUANT TO SECURITIES ACT RULE 462

                                                  REGISTRATION NO. 33-

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY __, 1997
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            ------------------------

                        GLOBAL PAYMENT TECHNOLOGIES, INC.
              (Exact name of registrant as specified in its charter
               and translation of Registrant's name into English)

                            ------------------------

           DELAWARE                                               11-2974651
(State or other jurisdiction of                               (I.R.S. Employer 
incorporation or organization)                               Identification No.)

                                                          STEPHEN KATZ
                                               GLOBAL PAYMENT TECHNOLOGIES, INC.
                                             20 EAST SUNRISE HIGHWAY - SUITE 201
 20 EAST SUNRISE HIGHWAY - SUITE 201             VALLEY STREAM, NEW YORK 11788
    VALLEY STREAM, NEW YORK 11788                       (516) 231-1177
(Address of Principal Executive Offices)        (Name, address, and telephone
                                                  number, including area code, 
                                                     of agent of service)

                            ------------------------

                             1994 STOCK OPTION PLAN
                                       and
                             1996 STOCK OPTION PLAN
                            (Full title of the plans)

                            ------------------------

                                 WITH A COPY TO:

                             EDWARD R. MANDELL, ESQ.
                       PARKER CHAPIN FLATTAU & KLIMPL, LLP
                           1211 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                                 (212) 704-6000
                            ------------------------
CALCULATION OF REGISTRATION FEE

====================================================================================================
TITLE OF SECURITIES    AMOUNT TO BE        PROPOSED         PROPOSED MAXIMUM    
 TO BE REGISTERED      REGISTERED(1)   MAXIMUM OFFERING    AGGREGATE OFFERING        AMOUNT OF
                                        PRICE PER SHARE           PRICE            REGISTRATION FEE
---------------------------------------------------------------------------------------------------
Common Stock, par        100,000(2)       $  6.00(4)         $  600,000   (4)     $   181.82
value $.01 per share      40,000(2)       $ 11.00(4)         $  440,000   (4)     $   133.33
                         100,000(3)       $  6.60(4)         $  660,000   (4)     $   200.00
                          61,250(3)       $  7.56(4)         $  463,050   (4)     $   140.32
                          25,000(3)       $  7.75(4)         $  193,750   (4)     $    58.71
                           7,500(3)       $  9.00(4)         $   67,500   (4)     $    20.45
                           7,500(3)       $  8.125(4)        $   60,937.50(4)     $    18.47
                           7,500(3)       $ 10.00(4)         $   75,000   (4)     $    22.73
                           4,000(3)       $ 10.0625(4)       $   40,250   (4)     $    12.20
                           3,500(3)       $ 10.6875(4)       $   37,406.25(4)     $    11.34
                          10,000(2)       $ 17.25(5)         $  172,500   (4)     $    52.27
                         233,750(3)       $ 17.25(5)         $4,032,187.50(5)     $ 1,221.88
====================================================================================================
            Total        600,000          $ N/A              $6,842,581.25        $ 2,073.52
====================================================================================================
(1)  In addition,  in accordance  with Rule 416(a) under the  Securities  Act of
     1933, this registration  statement also covers such indeterminate number of
     shares as may become  subject to options  under the 1994 Stock  Option Plan
     and the 1996 Stock  Option  Plan as a result of the  adjustment  provisions
     therein.
(2)  Underlying  options  granted or to be granted  under the 1994 Stock  Option
     Plan.
(3)  Underlying  options  granted or to be granted  under the 1996 Stock  Option
     Plan.
(4)  Estimated  solely for the  purpose of  calculating  the  registration  fee,
     pursuant to Rule 457(h),  on the basis of the  exercise  price of presently
     outstanding options.
(5)  Estimated  solely for the  purpose of  calculating  the  registration  fee,
     pursuant to Rule 457(h), the average of the high and low selling prices per
     share of the  Registrant's  Common  Stock,  as quoted on The  Nasdaq  Stock
     Market's National Market System on July 1, 1997.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.    PLAN INFORMATION*

ITEM 2.    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

*           Information  required by Part I to be contained in the Section 10(a)
            prospectus is omitted from the registration  statement in accordance
            with Rule 428 under the Securities Act of 1933, as
            amended, and the Note to Part I of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

           The following  documents filed by Global Payment  Technologies,  Inc.
(the "Registrant") are incorporated by reference in this registration statement.

                      (1)  Annual  Report  on Form  10-KSB  for the  year  ended
           September 30, 1996, filed on January 28, 1997.

                      (2) Quarterly  Report on Form 10-QSB for the quarter ended
           March 31, 1997, filed on May 16, 1997.

                      (3) The description of the Registrant's Common Stock, $.01
           par value  per  share,  contained  in the  Registrant's  Registration
           Statement on Form SB-2 filed pursuant to Section 12 of the Securities
           Exchange Act of 1934,  including any amendment or report subsequently
           filed by the Registrant  for the purpose of updating the  information
           contained therein.

                      (4) All other reports filed by the Registrant  pursuant to
           Sections 13(a) or 15(d) of the Exchange Act since September 30, 1996.

           In  addition,  all  documents  subsequently  filed by the  Registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, prior to the filing of a post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

ITEM 4.    DESCRIPTION OF SECURITIES

           Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           Not applicable.

                                      II-1
ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Section 145 of the General  Corporation  Law of the State of Delaware
(the "DGCL") provides,  in general,  that a corporation  incorporated  under the
laws of the State of Delaware, such as the Registrant,  may indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or completed action,  suit or proceeding (other than a derivative action
by or in the right of the corporation) by reason of the fact that such person is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another  enterprise,  against  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably  believed to be in or
not opposed to the best interests of the  corporation,  and, with respect to any
criminal action or proceeding,  had no reasonable cause to believe such person's
conduct was unlawful. In the case of a derivative action, a Delaware corporation
may indemnify  any such person  against  expenses  (including  attorneys'  fees)
actually and reasonably  incurred by such person in connection  with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the corporation,  except that no  indemnification  shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of  Chancery  of the State of  Delaware  or any other  court in which such
action was brought  determines such person is fairly and reasonably  entitled to
indemnity for such expenses.

           The Registrant's Certificate of Incorporation also provides that each
director,  officer or employee of the Registrant  shall be indemnified  and held
harmless by the Registrant within the limitations permitted by the DGCL.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable.

                                      II-2
ITEM 8.    EXHIBITS

Exhibit
Number                  Description
------                  -----------

4.01                    Certificate of Incorporation*
4.02                    By-Laws*
4.05                    1994 Stock Option Plan**
4.06                    1996 Stock Option Plan***
5.01                    Opinion of Parker Chapin Flattau & Klimpl, LLP*
23.01                   Consent of Arthur Andersen LLP*
23.02                   Consent of Parker Chapin Flattau & Klimpl, LLP 
                        (contained in Exhibit 5.01)

--------------
*       Filed herewith.

**      Incorporated by reference to Registrant's Registration Statement on Form
        SB-2 (Registration No. 33- 86352-NY).

***     Incorporated by reference to  Registrant's  Proxy Statement for the 1997
        Annual Meeting of Shareholders filed February 15, 1997.

ITEM 9.   UNDERTAKINGS

           (A) The undersigned registrant hereby undertakes:

           (1)        To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                                 (i)  To  include  any  prospectus  required  by
                      Section 10(a)(3) of the Securities Act of 1933;

                                 (ii) To reflect in the  prospectus any facts or
                      events   arising   after   the   effective   date  of  the
                      registration  statement (or the most recent post-effective
                      amendment   thereof)   which,   individually   or  in  the
                      aggregate,   represent   a   fundamental   change  in  the
                      information  set  forth  in  the  registration  statement.
                      Notwithstanding the foregoing, any increase or decrease in
                      volume of securities offered (if the total dollar value of
                      securities   offered  would  not  exceed  that  which  was
                      registered)  and any deviation from the low or high end of
                      the estimated  maximum  offering range may be reflected in
                      the form of prospectus filed with the Commission  pursuant
                      to Rule 424(b) if, in the aggregate, the changes in volume
                      and price  represent  no more than a 20 percent  change in
                      the maximum aggregate offering price set forth

                                      II-3
in the  "Calculation  of  Registration  Fee"  table in the
                      effective registration statement.

                                 (iii) To include any material  information with
                      respect  to  the  plan  of  distribution   not  previously
                      disclosed  in the  registration  statement or any material
                      change to such information in the registration statement;

           Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not
           apply if the information  required to be included in a post-effective
           amendment by those  paragraphs is contained in periodic reports filed
           by the  registrant  pursuant  to section  13 or section  15(d) of the
           Securities Exchange Act of 1934 that are incorporated by reference in
           the registration statement.

                      (2) That,  for the purpose of  determining  any  liability
           under the Securities Act of 1933, each such post-effective  amendment
           shall be deemed to be a new  registration  statement  relating to the
           securities  offered  therein,  and the offering of such securities at
           that  time  shall be  deemed to be the  initial  bona  fide  offering
           thereof.

                      (3)  To   remove   from   registration   by   means  of  a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.

           (B)  The  undersigned  registrant  hereby  undertakes  that,  for the
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities Exchange Act 1934 (and, where applicable, each filing of
an employee  benefit  plan's  annual  report  pursuant  to section  15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           (C) Insofar as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Valley Stream,  State of New York, on the 2nd day of
July, 1997.

                                               GLOBAL PAYMENT TECHNOLOGIES, INC.

                                               By: /S/ STEPHEN KATZ
                                               ---------------------------------
                                                     Stephen Katz,
                                                     Chairman of the Board and
                                                     Chief Executive Officer

           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

SIGNATURE                           TITLE                               DATE

/S/ STEPHEN KATZ              Chairman of the Board and             July 2, 1997
----------------------        Chief Executive Officer
    Stephen Katz                                   

/S/ WILLIAM H. WOOD           President and Director                July 2, 1997
----------------------
    William H. Wood

/S/ EDWARD SEIDENBERG         Vice President and Chief              July 2, 1997
----------------------        Operating Officer and
    Edward Seidenberg         Director

/S/ JAY GOLDBERG              Director                              July 2, 1997
----------------------
    Jay Goldberg

/S/ RICHARD GERZOF            Director                              July 2, 1997
----------------------
    Richard Gerzof

/S/ HENRY B. ELLIS            Director                              July 2, 1997
----------------------
    Henry B. Ellis

/S/ JOAN VOGEL                Director                              July 2, 1997
----------------------
    Joan Vogel

                                      II-5
EXHIBIT INDEX

EXHIBIT                                    
NUMBER                         DESCRIPTION                                  PAGE
------                         -----------                                  ----

4.01              Certificate of Incorporation

4.02              By-Laws

5.01              Opinion of Parker Chapin Flattau & Klimpl, LLP.

23.01             Consent of Arthur Andersen LLP

23.02             Consent of Parker  Chapin  Flattau & Klimpl,
                  LLP   (included  in  the  opinion  filed  as
                  Exhibit 5.01 hereto).

                                      II-6