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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * VAN ALEN WILLIAM L JR   2. Issuer Name and Ticker or Trading Symbol USA TECHNOLOGIES INC [USAT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 975 DELCHESTER ROAD 3. Date of Earliest Transaction (Month/Day/Year) 03/16/2007 (Street) NEWTOWN SQUARE, PA 19703 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               34,250 D   Common Stock               100 I By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Stock Option (Right to Buy)

$ 7.5

04/21/2006

04/21/2011

Common Stock

12,000

12,000

D

Warrants (Right to Purchase)

$ 20

01/09/2006

12/31/2008

Common Stock

3,333

3,333

D

Warrants (Right to Purchase)

$ 20

01/09/2006

12/31/2008

Common Stock

2,000

2,000

D

2005-G Senior Note

$ 10

03/16/2007

J(1)

$ 33,333

11/30/2005

12/31/2008

Common Stock

3,333

(1)

0

D

2003-B Senior Note

$ 20

04/30/2007

J(2)

$ 30,000

12/31/2003

12/31/2009

Common Stock

1,500

(2)

0

D

Series A Conv. Preferred Stock

(3)

02/28/1998

(3)

Common Stock

(3)

4,000

I

By Spouse

2006-A Senior Note

$ 10

01/06/2006

12/31/2010

Common Stock

2,000

2,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
VAN ALEN WILLIAM L JR 975 DELCHESTER ROAD NEWTOWN SQUARE, PA 19703	X

Signatures

William L. Van Alen Jr.		05/03/2007
**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)	Represents $33,333 of 2005-G Convertible Senior Notes that mature on 12/31/2008 and have not been converted into Common Stock. The principal amount was prepaid by the Issuer.
(2)	Represents $30,000 of 2003-B Convertible Senior Notes that mature on 12/31/2009 and have not been converted into Common Stock. The principal amount was prepaid by the Issuer.
(3)	Each share of Series A Convertible Preferred Stock is convertible into a hundredth of a share of Common Stock, and does not have an exercise date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.