<PAGE>

     As filed with the Securities and Exchange Commission on October 4, 1996
                                                           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)

                          1265 Drummers Lane, Suite 306
                            Wayne, Pennsylvania 19087
              (Address of principal executive offices and zip code)

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

                       AMENDMENT TO DIVERSIFIED CORPORATE
                   CONSULTING GROUP, LLC CONSULTING AGREEMENT
                            (full title of the plan)

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

                              George R. Jensen, Jr.
                      President and Chief Executive Officer
                             USA Technologies, Inc.
                          1265 Drummers Lane, Suite 306
                            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
                               1760 Market Street, Suite 1300
                               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  250,000         $ .40         $100,000              $ 100

(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 September 26, 1996. The registration fee represents
         the minimum prescribed fee.


<PAGE>

                                     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, 1996 is 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 authorized to issue up to 45,000,000 shares of Common
Stock, no par value. As of September 26, 1996, there were 23,023,976 shares of
issued and outstanding Common Stock. The foregoing amount does not reflect
shares of Common Stock issuable by the Company upon the conversion of the Series
A Preferred Stock of the Company (796,025 of which are outstanding on September
26, 1996), or any accrued and unpaid dividends thereon, or upon the exercise of
outstanding stock options or purchase rights to acquire Common Stock. The
foregoing also does not include the Common Stock issuable upon the exercise of
the remaining 1,414,000 1995 Common Stock Purchase Warrants or the 5,200,000
1996 Common Stock Purchase Warrants which are outstanding on September 26, 1996.

         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-1

<PAGE>




Item 5.  Interests of Named Experts and Counsel

         Not Applicable.


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 following Exhibits are filed as part of this Registration
Statement:

4.1               Articles of Incorporation of Company filed on January 16,
                  1992 (Incorporated by reference to Exhibit 3.1 Form SB-2
                  Registration Statement No. 33-70992)

4.1.1             First Amendment to Articles of Incorporation of the Company
                  filed on July 17, 1992 (Incorporated by reference to Exhibit
                  3.1.1 to Form SB-2 Registration Statement No.
                  33-70992)

4.1.2             Second Amendment to Articles of Incorporation of the
                  Company filed on July 27, 1992 (Incorporated by reference

                                      II-2

<PAGE>



                  to Exhibit 3.1.2 to Form SB-2 Registration Statement No.
                  33-70992)

4.1.3             Third Amendment to Articles of Incorporation of the
                  Company filed on October 5, 1992 (Incorporated by
                  reference to Exhibit 3.1.3 to Form SB-2 Registration
                  Statement No. 33-70992)

4.1.4             Fourth Amendment to Articles of Incorporation of the
                  Company filed on October 18, 1993 (Incorporated by
                  reference to Exhibit 3.1.4 to Form SB-2 Registration
                  Statement No. 33-70992)

4.1.5             Fifth Amendment to Articles of Incorporation of the
                  Company filed on June 7, 1995 (Incorporated by reference
                  to Exhibit 3.1 to Form 5.3 Registration Statement No.
                  33-98808, filed October 31, 1995)

4.1.6             Sixth Amendment to Articles of Incorporation of the Company
                  filed on May 1, 1996 (Incorporated by reference to Exhibit
                  3.1.6 to Form SB-2 Registration Statement No.
                  333-09465)

4.2               By-Laws of the Company (Incorporated by reference to
                  Exhibit 3.2 to Form SB-2 Registration Statement No.
                  33-70992)

5                 Opinion of Lurio & Associates

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

23.2              Consent of Ernst & Young LLP, Independent
                  Auditors

28.1              Consulting Agreement between Diversified Corporate
                  Consulting Group, L.C. and USA Technologies, Inc. dated
                  February 7, 1996 (Incorporated by reference to Exhibit
                  28.2 to Form S-8 Registration Statement No. 33-2614)

28.2              Amendment to Consulting Agreement between Diversified
                  Corporate Consulting Group, LLC and USA Technologies,
                  Inc. dated August 1, 1996


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:

                                      II-3

<PAGE>




                  (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 or together, 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 1993, 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

                                      II-4

<PAGE>



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

         In accordance with 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 Wayne, Commonwealth of Pennsylvania, on September 30,
1996.

                                        USA TECHNOLOGIES, INC.


                                    By: /s/ George R. Jensen, Jr.
                                        -------------------------------------
                                        George R. Jensen, Jr.,
                                        President 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 date indicated.

<TABLE>
<CAPTION>
Signatures                        Title                                      Date
----------                        -----                                      ----

<S>                               <C>                                  <C> 
/s/ George R. Jensen, Jr.     Chairman of the Board,          September 30, 1996
----------------------------  President and Chief Executive
George R. Jensen, Jr.         Officer (Principal and       
                              Chief Executive Officer)     
                                  
/s/ Edward J. Sullivan        Vice President and Chief        September 30, 1996
----------------------------  Financial Officer (Principal
Edward J. Sullivan            Accounting Officer)

/s/ Stephen P. Herbert        Vice President, Director        September 30, 1996
----------------------------
Stephen P. Herbert


/s/ Keith L. Sterling         Vice President,                 September 30, 1996
----------------------------  Director
Keith L. Sterling        

/s/ William W. Sellers        Director                        September 30, 1996
----------------------------
William W. Sellers


/s/ Peter G. Kapourelos       Director                        September 30, 1996
----------------------------
Peter G. Kapourelos

                              Director                        September __, 1996
----------------------------
Henry B. duPont Smith

/s/ William L. Van Alen, Jr.  Director                        September 30, 1996
----------------------------
William L. Van Alen, Jr.
</TABLE>

                                      II-6

<PAGE>








                                  EXHIBIT INDEX



Exhibit No.     Description                                          Page No.
----------      -----------                                          --------
5               Opinion of Lurio & Associates

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

23.2            Consent of Ernst & Young LLP,
                Independent Auditors

28.2            Amendment to Consulting Agreement between
                Diversified Corporate Consulting Group, LLC
                and USA Technologies, Inc. dated August 1, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17236}]
{"company-data": {"conformed-name": "USA TECHNOLOGIES INC", "cik": "0000896429", "assigned-sic": "7359", "irs-number": "232679963", "state-of-incorporation": "PA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13487", "film-number": "96639600"}, "business-address": {"street1": "1265 DRUMMERS LANE STE 306", "city": "WAYNE", "state": "PA", "zip": "19087", "phone": "6109890340"}, "mail-address": {"street1": "1265 DRUMMERS LANE", "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 October 4, 1996
                                                           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)

                          1265 Drummers Lane, Suite 306
                            Wayne, Pennsylvania 19087
              (Address of principal executive offices and zip code)

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

                       AMENDMENT TO DIVERSIFIED CORPORATE
                   CONSULTING GROUP, LLC CONSULTING AGREEMENT
                            (full title of the plan)

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

                              George R. Jensen, Jr.
                      President and Chief Executive Officer
                             USA Technologies, Inc.
                          1265 Drummers Lane, Suite 306
                            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
                               1760 Market Street, Suite 1300
                               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  250,000         $ .40         $100,000              $ 100

(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 September 26, 1996. The registration fee represents
         the minimum prescribed fee.
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, 1996 is 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 authorized to issue up to 45,000,000 shares of Common
Stock, no par value. As of September 26, 1996, there were 23,023,976 shares of
issued and outstanding Common Stock. The foregoing amount does not reflect
shares of Common Stock issuable by the Company upon the conversion of the Series
A Preferred Stock of the Company (796,025 of which are outstanding on September
26, 1996), or any accrued and unpaid dividends thereon, or upon the exercise of
outstanding stock options or purchase rights to acquire Common Stock. The
foregoing also does not include the Common Stock issuable upon the exercise of
the remaining 1,414,000 1995 Common Stock Purchase Warrants or the 5,200,000
1996 Common Stock Purchase Warrants which are outstanding on September 26, 1996.

         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-1
Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

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 following Exhibits are filed as part of this Registration
Statement:

4.1               Articles of Incorporation of Company filed on January 16,
                  1992 (Incorporated by reference to Exhibit 3.1 Form SB-2
                  Registration Statement No. 33-70992)

4.1.1             First Amendment to Articles of Incorporation of the Company
                  filed on July 17, 1992 (Incorporated by reference to Exhibit
                  3.1.1 to Form SB-2 Registration Statement No.
                  33-70992)

4.1.2             Second Amendment to Articles of Incorporation of the
                  Company filed on July 27, 1992 (Incorporated by reference

                                      II-2
to Exhibit 3.1.2 to Form SB-2 Registration Statement No.
                  33-70992)

4.1.3             Third Amendment to Articles of Incorporation of the
                  Company filed on October 5, 1992 (Incorporated by
                  reference to Exhibit 3.1.3 to Form SB-2 Registration
                  Statement No. 33-70992)

4.1.4             Fourth Amendment to Articles of Incorporation of the
                  Company filed on October 18, 1993 (Incorporated by
                  reference to Exhibit 3.1.4 to Form SB-2 Registration
                  Statement No. 33-70992)

4.1.5             Fifth Amendment to Articles of Incorporation of the
                  Company filed on June 7, 1995 (Incorporated by reference
                  to Exhibit 3.1 to Form 5.3 Registration Statement No.
                  33-98808, filed October 31, 1995)

4.1.6             Sixth Amendment to Articles of Incorporation of the Company
                  filed on May 1, 1996 (Incorporated by reference to Exhibit
                  3.1.6 to Form SB-2 Registration Statement No.
                  333-09465)

4.2               By-Laws of the Company (Incorporated by reference to
                  Exhibit 3.2 to Form SB-2 Registration Statement No.
                  33-70992)

5                 Opinion of Lurio & Associates

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

23.2              Consent of Ernst & Young LLP, Independent
                  Auditors

28.1              Consulting Agreement between Diversified Corporate
                  Consulting Group, L.C. and USA Technologies, Inc. dated
                  February 7, 1996 (Incorporated by reference to Exhibit
                  28.2 to Form S-8 Registration Statement No. 33-2614)

28.2              Amendment to Consulting Agreement between Diversified
                  Corporate Consulting Group, LLC and USA Technologies,
                  Inc. dated August 1, 1996

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:

                                      II-3
(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 or together, 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 1993, 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

                                      II-4
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

         In accordance with 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 Wayne, Commonwealth of Pennsylvania, on September 30,
1996.

                                        USA TECHNOLOGIES, INC.

                                    By: /s/ George R. Jensen, Jr.
                                        -------------------------------------
                                        George R. Jensen, Jr.,
                                        President 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 date indicated.
Signatures                        Title                                      Date
----------                        -----                                      ----
/s/ George R. Jensen, Jr.     Chairman of the Board,          September 30, 1996
----------------------------  President and Chief Executive
George R. Jensen, Jr.         Officer (Principal and       
                              Chief Executive Officer)     
                                  
/s/ Edward J. Sullivan        Vice President and Chief        September 30, 1996
----------------------------  Financial Officer (Principal
Edward J. Sullivan            Accounting Officer)

/s/ Stephen P. Herbert        Vice President, Director        September 30, 1996
----------------------------
Stephen P. Herbert

/s/ Keith L. Sterling         Vice President,                 September 30, 1996
----------------------------  Director
Keith L. Sterling        

/s/ William W. Sellers        Director                        September 30, 1996
----------------------------
William W. Sellers

/s/ Peter G. Kapourelos       Director                        September 30, 1996
----------------------------
Peter G. Kapourelos

                              Director                        September __, 1996
----------------------------
Henry B. duPont Smith

/s/ William L. Van Alen, Jr.  Director                        September 30, 1996
----------------------------
William L. Van Alen, Jr.
II-6
EXHIBIT INDEX

Exhibit No.     Description                                          Page No.
----------      -----------                                          --------
5               Opinion of Lurio & Associates

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

23.2            Consent of Ernst & Young LLP,
                Independent Auditors

28.2            Amendment to Consulting Agreement between
                Diversified Corporate Consulting Group, LLC
                and USA Technologies, Inc. dated August 1, 1996