EXHIBIT 23.2


                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-00000) pertaining to the registration of 160,000 shares of Common
Stock of USA Technologies, Inc. of our report dated August 9, 1996, except for
Note 12 as to which the date is September 10, 1996 with respect to the financial
statements of USA Technologies, Inc. included in its Annual Report (Form 10-KSB)
for the year ended June 30, 1996, filed with the Securities and Exchange
Commission.

                                       /s/ Ernst & Young LLP
                                       --------------------------
                                           Ernst & Young LLP



Philadelphia, Pennsylvania
March 27, 1997