<PAGE>

     As filed with the Securities and Exchange Commission on March 23, 2001
                                                       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)
                                200 Plant Avenue
                            Wayne, Pennsylvania 19087
              (Address of principal executive offices and zip code)

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

                       FIELDMAN HAY & ULLMAN LLP AGREEMENT
                            (full title of the plan)

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

                              George R. Jensen, Jr.
                             Chief Executive Officer
                             USA Technologies, Inc.
                                200 Plant Avenue
                            Wayne, Pennsylvania 19087
                                 (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.
                              One Commerce Square
                         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    200,000         $1.06           $212,000            $53.00

(1)  Estimated solely for purposes of calculating the registration fee. Pursuant
     to Rule 457(h), the offering price is based upon the average of the bid and
     asked price for the Common Stock on the OTC Electronic Bulletin Board on
     March 21, 2001. The registration fee represents .000250 of the proposed
     maximum aggregate offering price.

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The documents listed in (a) through (f) below 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.


         (a) The Registrant's annual report on Form 10-KSB for the fiscal year
ended June 30, 2000;

         (b) The Registrant's current report on Form 8-K filed on July 24,
2000;

         (c) The Registrant's current report on Form 8-K filed on September 21,
2000;

         (d) The Registrant's Form 10-QSB Quarterly Report for the period ended
September 30, 2000;

         (e) The Registrant's Form 10-QSB Quarterly Report for the period ended
December 31, 2000; and

         (f) The Registrant's current report on Form 8-K filed March 14, 2001.

Recent Developments

         During the third quarter of fiscal year 2001, the Company continued to
incur operating losses. The Company anticipates that operating losses will
continue until sufficient revenue is generated from equipment sales and
licensing fees from the Company's proprietary technology.


Item 4.  Description of Securities

         The Company is proceeding with the registration of 200,000 shares of
Common Stock pursuant to an agreement with Fieldman Hay & Ullman LLP dated
March 6, 2001. These shares are being issued for services rendered or to be
rendered to the Company by Fieldman Hay & Ullman LLP.

         The Company is authorized to issue up to 62,000,000 shares of Common
Stock, no par value ("Common Stock"), and 1,800,000 shares of undesignated
Preferred Stock, 1,200,000 of which has been designated Series A Convertible
Preferred Stock, no par value ("Series A Preferred Stock").

         As of December 31, 2000, there were 16,044,239 shares of Common Stock
issued and outstanding.

                                      II-1

<PAGE>


         The foregoing amount does not reflect shares of Common Stock issuable
by the Company upon the conversion of the Series A Preferred Stock or any
accrued and unpaid dividends thereon. As of December 31, 2000, 554,444 shares
of Series A Preferred Stock were issued and outstanding and are convertible into
554,444 shares of Common Stock. As of December 31, 2000, there were $4,194,492
of accrued and unpaid dividends on the Series A Preferred Stock which are
convertible into 419,449 shares of Common Stock.

         The foregoing amount also does not include the Common Stock issuable
upon the exercise of the remaining 67,000 1995 Warrants, 82,800 1996 Warrants,
4,000 1996-B Warrants, 1,500 1997 Warrants, 4,000 1998-A Warrants, 5,000 1998-B
Warrants, 4,000 1999-A Warrants, 1,844,550 1999-B Warrants, 100,000 Warrants
held by affiliates and/or consultants to GEM Advisors, Inc., 1,200,000 shares of
Common Stock issuable upon exercise of commitment warrants issued in connection
with the private equity line of credit agreement in August 2000, 1,150,000
shares of Common Stock issuable upon exercise of the 2000-B Warrants issued in
September 2000, or the 125,400 shares of Common Stock issuable to consultants
upon exercise of warrants issued in August 1999, issued and outstanding as of
December 31, 2000.

         As of December 31, 2000, 1,617,600 shares of Common Stock were issuable
upon conversion of the 12% Senior Notes due December 31, 2001 and 15,200 shares
of Common Stock were issuable upon conversion of the 12% Convertible Senior
Notes due December 31, 2003. Subsequent to December 31, 2000, substantially all
of the 12% Senior Notes due December 31, 2001 were exchanged for the 12%
Convertible Senior Notes due December 31, 2003. As of the end of the exchange
offering, 112,000 shares of Common Stock were issuable upon conversion of the
12% Senior Notes due December 31, 2001, and 5,379,200 shares of Common Stock
were issuable upon conversion of the 12% Convertible Senior Notes due December
31, 2003. As of the date hereof, $280,000 principal amount of the 12% Senior
Notes due December 31, 2001 remain outstanding.

         The foregoing amount also does not include the Common Stock issuable
upon the exercise of the outstanding stock options or purchase rights to acquire
Common Stock. As of December 31, 2000, there was a total of 11,740 Common Stock
Purchase Rights outstanding at a price of $10.00 per share. As of December 31,
2000, there was a total of 1,184,767 options outstanding to purchase Common
Stock at exercise prices ranging from $.50 to $5.00 per share, of which
1,094,769 were vested. Many of the options and purchase rights granted were
issued at or above fair market value on the date of grant, and those that were
issued below fair market value have resulted in an appropriate charge against
earnings during the period the options were issued.

         The holder 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.


                                      II-2

<PAGE>
Item 5.  Interests of Named Experts and Counsel

         Douglas M. Lurio, Esquire, President of Lurio & Associates, P.C,
general counsel to the Company, serves as a Director of the Company. Mr. Lurio
is the beneficial owner of 95,213 shares of Common Stock.

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. The Company maintains a director and officer liability
insurance policy covering each of the Company's directors and executive
officers against certain liabilities, including liabilities under the Act.


Item 7.  Exemption from Registration Claimed

         Not applicable.


Item 8.  Exhibits

         The following Exhibits are filed as part of this Registration
Statement:

5        Opinion of Lurio & Associates, P.C.

10       Agreement between Fieldman Hay & Ullman LLP and USA  Technologies, Inc.
         dated March 6, 2001
 .

23.1     Consent of Lurio & Associates, P.C. (included in the opinion filed as
         Exhibit 5 hereto.)

23.2     Consent of Ernst & Young LLP, Independent Auditors.

                                      II-3

<PAGE>





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

                                      II-4

<PAGE>



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.


                                      II-5

<PAGE>


                                   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 Wayne, Pennsylvania, on March 23, 2001.

                                    USA TECHNOLOGIES, INC.


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

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed below by the following persons in
the capacities and on the date indicated.

<TABLE>
<CAPTION>
         Signature                                   Title                                  Date
         ---------                                  -----                                  ----

<S>                                          <C>                                        <C>
/s/ George R. Jensen, Jr.                    Chairman of the Board                      March 23, 2001
---------------------------                  and Chief Executive Officer,
George R. Jensen, Jr.                        (Principal Executive Officer)


/s/ Stephen P. Herbert                       President, Chief Operating                 March 23, 2001
---------------------------                  Officer, Director
Stephen P. Herbert


/s/ Leland P. Maxwell                        Senior Vice President, Chief               March 23, 2001
---------------------------                  Financial Officer, Treasurer
Leland P. Maxwell                            (Principal Accounting Officer)


/s/ William W. Sellers
---------------------------                  Director                                   March 23, 2001
William W. Sellers



                                             Director                                   March __, 2001
---------------------------
Henry B. duPont Smith

                                             Director                                   March __, 2001
---------------------------
William L. Van Alen, Jr.

                                             Director                                   March __, 2001
---------------------------
Steven Katz


/s/ Douglas M. Lurio                         Director                                   March 23, 2001
---------------------------
Douglas M. Lurio

                                             Director                                   March __, 2001
---------------------------
Edwin R. Boynton


</TABLE>

                                      II-6

<PAGE>








                                  EXHIBIT INDEX



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

5                          Opinion of Lurio & Associates, P,C.

10                         Agreement between Fieldman Hay &
                           Ullman LLP and USA Technologies, Inc.
                           dated March 6, 2001

23.1                       Consent of Lurio & Associates, P,C.
                           (included in the opinion filed
                           as Exhibit 5 hereto)

23.2                       Consent of Independent Auditors
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 19165}]
{"company-data": {"conformed-name": "USA TECHNOLOGIES INC", "cik": "0000896429", "assigned-sic": "7389", "irs-number": "232679963", "state-of-incorporation": "PA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57496", "film-number": "1577614"}, "business-address": {"street1": "200 PLANT AVENUE", "city": "WAYNE", "state": "PA", "zip": "19087", "phone": "6109890340"}, "mail-address": {"street1": "200 PLANT AVENUE", "city": "WAYNE", "state": "PA", "zip": "19087"}, "former-company": {"former-conformed-name": "USA ENTERTAINMENT CENTER INC", "date-changed": "19931029"}}
As filed with the Securities and Exchange Commission on March 23, 2001
                                                       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)
                                200 Plant Avenue
                            Wayne, Pennsylvania 19087
              (Address of principal executive offices and zip code)

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

                       FIELDMAN HAY & ULLMAN LLP AGREEMENT
                            (full title of the plan)

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

                              George R. Jensen, Jr.
                             Chief Executive Officer
                             USA Technologies, Inc.
                                200 Plant Avenue
                            Wayne, Pennsylvania 19087
                                 (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.
                              One Commerce Square
                         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    200,000         $1.06           $212,000            $53.00

(1)  Estimated solely for purposes of calculating the registration fee. Pursuant
     to Rule 457(h), the offering price is based upon the average of the bid and
     asked price for the Common Stock on the OTC Electronic Bulletin Board on
     March 21, 2001. The registration fee represents .000250 of the proposed
     maximum aggregate offering price.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The documents listed in (a) through (f) below 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.

         (a) The Registrant's annual report on Form 10-KSB for the fiscal year
ended June 30, 2000;

         (b) The Registrant's current report on Form 8-K filed on July 24,
2000;

         (c) The Registrant's current report on Form 8-K filed on September 21,
2000;

         (d) The Registrant's Form 10-QSB Quarterly Report for the period ended
September 30, 2000;

         (e) The Registrant's Form 10-QSB Quarterly Report for the period ended
December 31, 2000; and

         (f) The Registrant's current report on Form 8-K filed March 14, 2001.

Recent Developments

         During the third quarter of fiscal year 2001, the Company continued to
incur operating losses. The Company anticipates that operating losses will
continue until sufficient revenue is generated from equipment sales and
licensing fees from the Company's proprietary technology.

Item 4.  Description of Securities

         The Company is proceeding with the registration of 200,000 shares of
Common Stock pursuant to an agreement with Fieldman Hay & Ullman LLP dated
March 6, 2001. These shares are being issued for services rendered or to be
rendered to the Company by Fieldman Hay & Ullman LLP.

         The Company is authorized to issue up to 62,000,000 shares of Common
Stock, no par value ("Common Stock"), and 1,800,000 shares of undesignated
Preferred Stock, 1,200,000 of which has been designated Series A Convertible
Preferred Stock, no par value ("Series A Preferred Stock").

         As of December 31, 2000, there were 16,044,239 shares of Common Stock
issued and outstanding.

                                      II-1
The foregoing amount does not reflect shares of Common Stock issuable
by the Company upon the conversion of the Series A Preferred Stock or any
accrued and unpaid dividends thereon. As of December 31, 2000, 554,444 shares
of Series A Preferred Stock were issued and outstanding and are convertible into
554,444 shares of Common Stock. As of December 31, 2000, there were $4,194,492
of accrued and unpaid dividends on the Series A Preferred Stock which are
convertible into 419,449 shares of Common Stock.

         The foregoing amount also does not include the Common Stock issuable
upon the exercise of the remaining 67,000 1995 Warrants, 82,800 1996 Warrants,
4,000 1996-B Warrants, 1,500 1997 Warrants, 4,000 1998-A Warrants, 5,000 1998-B
Warrants, 4,000 1999-A Warrants, 1,844,550 1999-B Warrants, 100,000 Warrants
held by affiliates and/or consultants to GEM Advisors, Inc., 1,200,000 shares of
Common Stock issuable upon exercise of commitment warrants issued in connection
with the private equity line of credit agreement in August 2000, 1,150,000
shares of Common Stock issuable upon exercise of the 2000-B Warrants issued in
September 2000, or the 125,400 shares of Common Stock issuable to consultants
upon exercise of warrants issued in August 1999, issued and outstanding as of
December 31, 2000.

         As of December 31, 2000, 1,617,600 shares of Common Stock were issuable
upon conversion of the 12% Senior Notes due December 31, 2001 and 15,200 shares
of Common Stock were issuable upon conversion of the 12% Convertible Senior
Notes due December 31, 2003. Subsequent to December 31, 2000, substantially all
of the 12% Senior Notes due December 31, 2001 were exchanged for the 12%
Convertible Senior Notes due December 31, 2003. As of the end of the exchange
offering, 112,000 shares of Common Stock were issuable upon conversion of the
12% Senior Notes due December 31, 2001, and 5,379,200 shares of Common Stock
were issuable upon conversion of the 12% Convertible Senior Notes due December
31, 2003. As of the date hereof, $280,000 principal amount of the 12% Senior
Notes due December 31, 2001 remain outstanding.

         The foregoing amount also does not include the Common Stock issuable
upon the exercise of the outstanding stock options or purchase rights to acquire
Common Stock. As of December 31, 2000, there was a total of 11,740 Common Stock
Purchase Rights outstanding at a price of $10.00 per share. As of December 31,
2000, there was a total of 1,184,767 options outstanding to purchase Common
Stock at exercise prices ranging from $.50 to $5.00 per share, of which
1,094,769 were vested. Many of the options and purchase rights granted were
issued at or above fair market value on the date of grant, and those that were
issued below fair market value have resulted in an appropriate charge against
earnings during the period the options were issued.

         The holder 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.

                                      II-2
Item 5.  Interests of Named Experts and Counsel

         Douglas M. Lurio, Esquire, President of Lurio & Associates, P.C,
general counsel to the Company, serves as a Director of the Company. Mr. Lurio
is the beneficial owner of 95,213 shares of Common Stock.

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. The Company maintains a director and officer liability
insurance policy covering each of the Company's directors and executive
officers against certain liabilities, including liabilities under the Act.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The following Exhibits are filed as part of this Registration
Statement:

5        Opinion of Lurio & Associates, P.C.

10       Agreement between Fieldman Hay & Ullman LLP and USA  Technologies, Inc.
         dated March 6, 2001
 .

23.1     Consent of Lurio & Associates, P.C. (included in the opinion filed as
         Exhibit 5 hereto.)

23.2     Consent of Ernst & Young LLP, Independent Auditors.

                                      II-3
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

                                      II-4
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.

                                      II-5
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 Wayne, Pennsylvania, on March 23, 2001.

                                    USA TECHNOLOGIES, INC.

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

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed below by the following persons in
the capacities and on the date indicated.
Signature                                   Title                                  Date
         ---------                                  -----                                  ----
/s/ George R. Jensen, Jr.                    Chairman of the Board                      March 23, 2001
---------------------------                  and Chief Executive Officer,
George R. Jensen, Jr.                        (Principal Executive Officer)

/s/ Stephen P. Herbert                       President, Chief Operating                 March 23, 2001
---------------------------                  Officer, Director
Stephen P. Herbert

/s/ Leland P. Maxwell                        Senior Vice President, Chief               March 23, 2001
---------------------------                  Financial Officer, Treasurer
Leland P. Maxwell                            (Principal Accounting Officer)

/s/ William W. Sellers
---------------------------                  Director                                   March 23, 2001
William W. Sellers

                                             Director                                   March __, 2001
---------------------------
Henry B. duPont Smith

                                             Director                                   March __, 2001
---------------------------
William L. Van Alen, Jr.

                                             Director                                   March __, 2001
---------------------------
Steven Katz

/s/ Douglas M. Lurio                         Director                                   March 23, 2001
---------------------------
Douglas M. Lurio

                                             Director                                   March __, 2001
---------------------------
Edwin R. Boynton
II-6
EXHIBIT INDEX

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

5                          Opinion of Lurio & Associates, P,C.

10                         Agreement between Fieldman Hay &
                           Ullman LLP and USA Technologies, Inc.
                           dated March 6, 2001

23.1                       Consent of Lurio & Associates, P,C.
                           (included in the opinion filed
                           as Exhibit 5 hereto)

23.2                       Consent of Independent Auditors