As filed with the Securities and Exchange Commission on July 1, 2004
                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

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

                             USA TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

 Pennsylvania                        7359                             23-2679963
(State or other            (Primary Standard Industrial        (I.R.S. Employer
jurisdiction of             Classification Code Number)      Identification No.)
incorporation or
organization)

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

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

                 USA TECHNOLOGIES 2004-A STOCK COMPENSATION PLAN
                            (full title of the plan)

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

                              George R. Jensen, Jr.
                             Chief Executive Officer
                             USA Technologies, Inc.
                          100 Deerfield Lane, Suite 140
                           Malvern, Pennsylvania 19355
                                 (610) 989-0340
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                            Douglas M. Lurio, Esquire
                            Lurio & Associates, P.C.
                         2005 Market Street: Suite 2340
                             Philadelphia, PA 19103
                                 (215) 665-9300

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


<PAGE>

                         CALCULATION OF REGISTRATION FEE

 Title of                                      Proposed             Proposed
Securities     Amount      Maximum             Maximum              Amount of
  to be        to be       Offering Price      Aggregate            Registration
 Offered       Registered  Per share (1)       Offering Price (1)   Fee(1)
 -------       ----------  -------------      -------------------   -----------
Common Stock   500,000(1)   $0.18                 $90,000            $11.40

(1) Estimated solely for purposes of calculating the registration fee. Pursuant
to Rule 457(c), the registration fee has been calculated at the average of the
bid and asked price within 5 days prior to the date of the filing of the
applicable registration statement.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

      The information required by Part I is included in documents sent or given
to participants in the Registrant's 2004-A Stock Compensation Plan to which this
registration statement relates pursuant to Rule 428(b)(1) of the Securities Act
of 1933, as amended ("Act").


Item 2.  Registrant Information and Employee Plan Annual Information

      The Registrant will provide participants, upon written or oral request and
without charge, a copy of the documents incorporated by reference in Item 3 of
Part II, which are incorporated by reference in the Section 10(a) prospectus,
and all documents required to be delivered to plan participants pursuant to Rule
428(b) under the Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      The Registrant's annual report on Form 10-KSB for the fiscal year ended
June 30, 2003, the quarterly report on Form 10-QSB for the quarter ended
September 30, 2003, the quarterly report on Form 10-QSB for the quarter ended
December 31, 2003, the quarterly report on Form 10-QSB for the quarter ended
March 31, 2004 and the Definitive Proxy Statement on Schedule 14-A filed with
the Securities and Exchange Commission on December 15, 2003 are incorporated by
reference in the Registration Statement and made a part hereof. All documents
subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby 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 part hereof
from the date of filing of such documents.

Item 4.  Description of Securities

      The Company is proceeding with the registration of 500,000 shares of
Common Stock to be issued to the Company's current and future employees,
directors and consultants pursuant to the Company's 2004-A Stock Compensation
Plan. The Company's 2004-A Stock Compensation Plan was approved by the Board of
Directors on April 9, 2004.

      The Company's Articles of Incorporation presently authorizes the issuance
of up to 475,000,000 shares of Common Stock, no par value. As of May 31, 2004,
there were 339,453,012 shares of Common Stock issued and outstanding.

      The holders of each share of Common Stock is entitled to one vote on all
matters submitted to a vote of the shareholders of the Company, including the
election of directors. There is no cumulative voting for directors.

      The holders of Common Stock are entitled to receive such dividends as the
Board of Directors may from time to time declare out of funds legally available
for payment of dividends. No dividends may be paid on the Common Stock until all
accumulated and unpaid cumulative dividends on the Series A Preferred Stock have
been paid. Upon any liquidation, dissolution or winding up of the Company,
holders of shares of Common Stock are entitled to receive pro rata all assets of
the Company available for distribution, subject to the liquidation preference of
the Series A Preferred Stock of $10.00 per share and any unpaid and accumulated
dividends on the Series A Preferred Stock. Shareholders of the Company do not
have any preemptive rights to subscribe for or purchase shares, obligations,
warrants, or other securities of the Company.

<PAGE>

Item 5.  Interests of Named Experts and Counsel

      Douglas M. Lurio, Esquire, President of Lurio & Associates, P.C.,
securities counsel to the Company, was the beneficial owner of 921,463 shares of
Common Stock on May 31, 2004.

Item 6.  Indemnification of Directors and Officers

      Section 1746 of the Pennsylvania Business Corporation Law of 1988, as
amended ("BCL"), authorizes a Pennsylvania corporation to indemnify its
officers, directors, employees and agents under certain circumstances against
expenses and liabilities incurred in legal proceedings involving such persons
because of their holding or having held such positions with the Company and to
purchase and maintain insurance of such indemnification. The Company's By-laws
substantively provide that the Company will indemnify its officers, directors,
employees and agents to the fullest extent provided by Section 1746 of the BCL.

      Section 1713 of the BCL permits a Pennsylvania corporation, by so
providing in its By-laws, to eliminate the personal liability of a director for
monetary damages for any action taken unless the director has breached or failed
to perform the duties of his office and the breach or failure constitutes
self-dealing, willful misconduct or recklessness. In addition, no such
limitation of liability is available with respect to the responsibility or
liability of a director pursuant to any criminal statute or for the payment of
taxes pursuant to Federal, state or local law. The Company's By-laws eliminate
the personal liability of the directors to the fullest extent permitted by
Section 1713 of the BCL.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

      The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

Item 9.  Undertakings

         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 most recent
post-effective amendment thereof) which, individually in the aggregate,
represent a fundamental change in the information in the registration statement;
and

                  (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.

      Except that, subparagraph (i) and (ii) of this paragraph do not apply
provided that the information required in a post-effective amendment is
incorporated by reference from periodic reports filed by the issuer under the
Securities Exchange Act of 1934.

            (2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be treated as a
new registration statement relating to the securities offered herein, and shall
treat the offering of such securities at that time as 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.

            (4) That for 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 of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act 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.

<PAGE>

            (5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, 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.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Malvern, Pennsylvania, on July 1, 2004.

                                    USA TECHNOLOGIES, INC.

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

      Pursuant to the requirements of the Securities Exchange Act of 1933, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Signatures                                Title                         Date
-----------                               -----                         ----
/s/ George R. Jensen, Jr.     Chairman of the Board of Directors,   July 1, 2004
----------------------------   Chief Executive Officer
George R. Jensen, Jr.         (Principal Executive Officer)

/s/ Mary West Young           Chief Financial Officer (Principal    July 1, 2004
----------------------------   Accounting Officer)
Mary West Young

/s/ William W. Sellers        Director                              July 1, 2004
----------------------------
William W. Sellers

/s/ Stephen P. Herbert        President, Chief Operating Officer,   July 1, 2004
----------------------------  Director
Stephen P. Herbert

/s/ William L. Van Alen, Jr.  Director                              July 1, 2004
----------------------------
William L. Van Alen, Jr.

/s/ Douglas M. Lurio          Director                              July 1, 2004
----------------------------
Douglas M. Lurio

/s/ Steven Katz               Director                              July 1, 2004
----------------------------
Steven Katz


<PAGE>



Exhibit No.            Description
------------           -----------

5.1      Opinion of Lurio & Associates, P.C.

10.1     USA Technologies, Inc. 2004-A Stock Compensation Plan

23.1     Consent of Registered Public Accounting Firm
[{"type": "S-8", "sequence": "1", "filename": "v02830_s8.txt", "secsgml_size_bytes": 14458}]
{"company-data": {"conformed-name": "USA TECHNOLOGIES INC", "cik": "0000896429", "assigned-sic": "3578", "irs-number": "232679963", "state-of-incorporation": "PA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117073", "film-number": "04895604"}, "business-address": {"street1": "100 DEERFIELD LANE", "street2": "SUITE 140", "city": "MALVERN", "state": "PA", "zip": "19355", "phone": "6109890340"}, "mail-address": {"street1": "100 DEERFIELD LANE", "street2": "SUITE 140", "city": "MALVERN", "state": "PA", "zip": "19355"}, "former-company": {"former-conformed-name": "USA ENTERTAINMENT CENTER INC", "date-changed": "19931029"}}
As filed with the Securities and Exchange Commission on July 1, 2004
                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

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

                             USA TECHNOLOGIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

 Pennsylvania                        7359                             23-2679963
(State or other            (Primary Standard Industrial        (I.R.S. Employer
jurisdiction of             Classification Code Number)      Identification No.)
incorporation or
organization)

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

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

                 USA TECHNOLOGIES 2004-A STOCK COMPENSATION PLAN
                            (full title of the plan)

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

                              George R. Jensen, Jr.
                             Chief Executive Officer
                             USA Technologies, Inc.
                          100 Deerfield Lane, Suite 140
                           Malvern, Pennsylvania 19355
                                 (610) 989-0340
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                            Douglas M. Lurio, Esquire
                            Lurio & Associates, P.C.
                         2005 Market Street: Suite 2340
                             Philadelphia, PA 19103
                                 (215) 665-9300

--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE

 Title of                                      Proposed             Proposed
Securities     Amount      Maximum             Maximum              Amount of
  to be        to be       Offering Price      Aggregate            Registration
 Offered       Registered  Per share (1)       Offering Price (1)   Fee(1)
 -------       ----------  -------------      -------------------   -----------
Common Stock   500,000(1)   $0.18                 $90,000            $11.40

(1) Estimated solely for purposes of calculating the registration fee. Pursuant
to Rule 457(c), the registration fee has been calculated at the average of the
bid and asked price within 5 days prior to the date of the filing of the
applicable registration statement.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

      The information required by Part I is included in documents sent or given
to participants in the Registrant's 2004-A Stock Compensation Plan to which this
registration statement relates pursuant to Rule 428(b)(1) of the Securities Act
of 1933, as amended ("Act").

Item 2.  Registrant Information and Employee Plan Annual Information

      The Registrant will provide participants, upon written or oral request and
without charge, a copy of the documents incorporated by reference in Item 3 of
Part II, which are incorporated by reference in the Section 10(a) prospectus,
and all documents required to be delivered to plan participants pursuant to Rule
428(b) under the Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      The Registrant's annual report on Form 10-KSB for the fiscal year ended
June 30, 2003, the quarterly report on Form 10-QSB for the quarter ended
September 30, 2003, the quarterly report on Form 10-QSB for the quarter ended
December 31, 2003, the quarterly report on Form 10-QSB for the quarter ended
March 31, 2004 and the Definitive Proxy Statement on Schedule 14-A filed with
the Securities and Exchange Commission on December 15, 2003 are incorporated by
reference in the Registration Statement and made a part hereof. All documents
subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby 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 part hereof
from the date of filing of such documents.

Item 4.  Description of Securities

      The Company is proceeding with the registration of 500,000 shares of
Common Stock to be issued to the Company's current and future employees,
directors and consultants pursuant to the Company's 2004-A Stock Compensation
Plan. The Company's 2004-A Stock Compensation Plan was approved by the Board of
Directors on April 9, 2004.

      The Company's Articles of Incorporation presently authorizes the issuance
of up to 475,000,000 shares of Common Stock, no par value. As of May 31, 2004,
there were 339,453,012 shares of Common Stock issued and outstanding.

      The holders of each share of Common Stock is entitled to one vote on all
matters submitted to a vote of the shareholders of the Company, including the
election of directors. There is no cumulative voting for directors.

      The holders of Common Stock are entitled to receive such dividends as the
Board of Directors may from time to time declare out of funds legally available
for payment of dividends. No dividends may be paid on the Common Stock until all
accumulated and unpaid cumulative dividends on the Series A Preferred Stock have
been paid. Upon any liquidation, dissolution or winding up of the Company,
holders of shares of Common Stock are entitled to receive pro rata all assets of
the Company available for distribution, subject to the liquidation preference of
the Series A Preferred Stock of $10.00 per share and any unpaid and accumulated
dividends on the Series A Preferred Stock. Shareholders of the Company do not
have any preemptive rights to subscribe for or purchase shares, obligations,
warrants, or other securities of the Company.
Item 5.  Interests of Named Experts and Counsel

      Douglas M. Lurio, Esquire, President of Lurio & Associates, P.C.,
securities counsel to the Company, was the beneficial owner of 921,463 shares of
Common Stock on May 31, 2004.

Item 6.  Indemnification of Directors and Officers

      Section 1746 of the Pennsylvania Business Corporation Law of 1988, as
amended ("BCL"), authorizes a Pennsylvania corporation to indemnify its
officers, directors, employees and agents under certain circumstances against
expenses and liabilities incurred in legal proceedings involving such persons
because of their holding or having held such positions with the Company and to
purchase and maintain insurance of such indemnification. The Company's By-laws
substantively provide that the Company will indemnify its officers, directors,
employees and agents to the fullest extent provided by Section 1746 of the BCL.

      Section 1713 of the BCL permits a Pennsylvania corporation, by so
providing in its By-laws, to eliminate the personal liability of a director for
monetary damages for any action taken unless the director has breached or failed
to perform the duties of his office and the breach or failure constitutes
self-dealing, willful misconduct or recklessness. In addition, no such
limitation of liability is available with respect to the responsibility or
liability of a director pursuant to any criminal statute or for the payment of
taxes pursuant to Federal, state or local law. The Company's By-laws eliminate
the personal liability of the directors to the fullest extent permitted by
Section 1713 of the BCL.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

      The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

Item 9.  Undertakings

         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 most recent
post-effective amendment thereof) which, individually in the aggregate,
represent a fundamental change in the information in the registration statement;
and

                  (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.

      Except that, subparagraph (i) and (ii) of this paragraph do not apply
provided that the information required in a post-effective amendment is
incorporated by reference from periodic reports filed by the issuer under the
Securities Exchange Act of 1934.

            (2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be treated as a
new registration statement relating to the securities offered herein, and shall
treat the offering of such securities at that time as 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.

            (4) That for 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 of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, 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.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Malvern, Pennsylvania, on July 1, 2004.

                                    USA TECHNOLOGIES, INC.

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

      Pursuant to the requirements of the Securities Exchange Act of 1933, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Signatures                                Title                         Date
-----------                               -----                         ----
/s/ George R. Jensen, Jr.     Chairman of the Board of Directors,   July 1, 2004
----------------------------   Chief Executive Officer
George R. Jensen, Jr.         (Principal Executive Officer)

/s/ Mary West Young           Chief Financial Officer (Principal    July 1, 2004
----------------------------   Accounting Officer)
Mary West Young

/s/ William W. Sellers        Director                              July 1, 2004
----------------------------
William W. Sellers

/s/ Stephen P. Herbert        President, Chief Operating Officer,   July 1, 2004
----------------------------  Director
Stephen P. Herbert

/s/ William L. Van Alen, Jr.  Director                              July 1, 2004
----------------------------
William L. Van Alen, Jr.

/s/ Douglas M. Lurio          Director                              July 1, 2004
----------------------------
Douglas M. Lurio

/s/ Steven Katz               Director                              July 1, 2004
----------------------------
Steven Katz
Exhibit No.            Description
------------           -----------

5.1      Opinion of Lurio & Associates, P.C.

10.1     USA Technologies, Inc. 2004-A Stock Compensation Plan

23.1     Consent of Registered Public Accounting Firm