Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DEMEDIO DAVID M
   2. Issuer Name and Ticker or Trading Symbol
USA TECHNOLOGIES INC [USAT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF FINANCIAL OFFICER
(Last)
(First)
(Middle)
100 DEERFIELD LANE, SUITE 140		 3. Date of Earliest Transaction (Month/Day/Year)
05/11/2006
(Street)

MALVERN, PA 19355		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
COMMON STOCK               2,011 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) $ 7.5 05/11/2006   A   7,000 (1)     (2)   (2) COMMON STOCK 7,000 (1) $ 0 7,000 D  
SENIOR NOTE - $5,000 PRINCIPAL AMT. $ 20 05/08/2006   J(3)     5,000 (3) 12/31/2000 12/31/2006 COMMON STOCK 250 $ 0 0 D  
NON-QUALIFIED STOCK OPTION (RIGHT TO BUY) $ 20               (4)   (5) COMMON STOCK 3,000 (4)   3,000 D  
SENIOR NOTE - $7,500 PRINCIPAL AMT. $ 20             01/10/2002 12/31/2007 COMMON STOCK 375   375 D  
SENIOR NOTE - $1,900 PRINCIPAL AMT. $ 10             11/30/2004 06/30/2007 COMMON STOCK 190   190 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DEMEDIO DAVID M
100 DEERFIELD LANE
SUITE 140
MALVERN, PA 19355		       CHIEF FINANCIAL OFFICER  

Signatures

 /S/ DAVID M. DEMEDIO   05/15/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) THE OPTIONS GRANTED VEST AS FOLLOWS: 2,334 ON 5/11/06; 2,333 ON 6/30/07; AND 2,333 ON 6/30/08.
(2) THE OPTIONS ARE EXERCIASABLE AT ANYTIME WITHIN FIVE YEARS FOLLOWING THE DATE OF VESTING.
(3) THE SENIOR NOTE WAS NOT CONVERTED INTO COMMON STOCK. THE PRINCIPAL AMOUNT WAS PREPAID BY THE ISSUER.
(4) MR. DEMEDIO'S OPTIONS WILL VEST AS FOLLOWS: 375 OPTIONS TO VEST ON JULY 31, 2005 WITH 375 ADDITIONAL OPTIONS TO VEST ON EACH THREE MONTH ANNIVERSARY OF SUCH DATE, WITH THE FINAL 375 OPTIONS TO VEST ON APRIL 30, 2007. THE OPTIONS ARE EXERCISABLE WHEN VESTED.
(5) THE OPTIONS WILL EXPIRE 2 YEARS AFTER THE DATE ON WHICH THEY VEST.

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