SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Exchange Act of 1934

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        Date of report (Date of earliest event reported): August 24, 2004

                             USA TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

 Pennsylvania                      33-70992              23-2679963
 ------------                      --------              ----------
(State or other                (Commission File       (I.R.S. Employer
 jurisdiction of                     Number)             Identification No.)
incorporation or
organization)


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

        Registrant's telephone number, including area code: 610-989-0340

                                       n/a
           Former name or former address, if changed since last report


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

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Item 7.01         REGULATION FD DISCLOSURE

         On August 25, 2004, USA issued a letter to its security holders
discussing a number of initiatives of the Company anticipated during fiscal
2005. The letter is attached as Exhibit 99.1 to this Current Report on Form 8-K.

         On August 24, 2004, USA issued a press release announcing the
development of a new product which combines USA's e-Port technology with Zilog's
(R) microcontrollers. The press release is attached as Exhibit 99.2 to this
Current Report on Form 8-K

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

         (a) None.

         (b) None.

         (c) Exhibits.

             99.1     Letter to USA security holders dated August 25, 2004

             99.2     Press release dated August 24, 2004


                                   SIGNATURES

         Pursuant to the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.


                                                 USA TECHNOLOGIES, INC.

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

Dated:  August 25, 2004

                                  EXHIBIT INDEX

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

99.1       Letter to USA security holders dated August 25, 2004

99.2        Press release dated August 24, 2004