Exhibit 3.2


                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                      FILED 09:00 AM 05/30/1997
                                                         971177503 -- 2717415
 

                             CERTIFICATE OF MERGER

                                       of

                           COIN BILL VALIDATOR, INC.
                            (a New York Corporation)

                                      into

                       GLOBAL PAYMENT TECHNOLOGIES, INC.
                            (a Delaware Corporation)

It is hereby  certified,  upon  behalf of each of the  constituent  corporations
herein named, that:

     1. The constituent business corporations participating in the merger herein
certified are:

          (i) Coin Bill Validator, Inc., which is incorporated under the laws of
     the State of New York; and

          (ii) Global Payment  Technologies,  Inc., which is incorporated  under
     the laws of the State of Delaware.

     2. An Agreement and Plan of Merger has been approved,  adopted,  certified,
executed, and acknowledged by each of the aforesaid constituent  corporations in
accordance  with the  provisions of subsection (c) of Section 252 of the General
Corporation Law of the State of Delaware, to wit, by Coin Bill Validator,  Inc.,
in  accordance  with the laws of the  State of its  incorporation  and by Global
Payment  Technologies,  Inc. in the same manner as is provided in Section 251 of
the General Corporation Law of the State of Delaware.

     3. The name of the surviving  corporation in the merger herein certified is
Global  Payment  Technologies,  Inc.,  which will continue its existence as said
surviving  corporation  under its present name upon the  effective  date of said
merger pursuant to the provisions of the General Corporation Law of the State of
Delaware.

     4. The Certificate of Incorporation of Global Payment  Technologies,  Inc.,
as  now  in  force  and  effect,   shall  continue  to  be  the  Certificate  of
Incorporation of said surviving  corporation  until amended and changed pursuant
to the provisions of the General Corporation Law of the State of Delaware.

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     5.  The  executed  Agreement  and  Plan of  merger  between  the  aforesaid
constituent  corporations  is on file at the principal  place of business of the
aforesaid surviving corporation, the address of which is as follows:

               Global Payment Technologies, Inc.
               425-B Oser Avenue
               Hauppauge, New York 11788

     6. A copy of the  aforesaid  Agreement and Plan of Merger will be furnished
by the aforesaid  surviving  corporation,  on request,  and without cost, to any
stockholder of each of the aforesaid constituent corporations.

     7. The authorized  capital stock of Coin Bill Validator,  Inc.  consists of
20,000,000 shares of Common Stock, $.01 par value.

     8.  Pursuant  to the  terms and  conditions  of the  Agreement  and Plan of
Merger, the merger shall be effective as of May 31, 1997.


Dated: May 27, 1997.

                                   GLOBAL PAYMENT TECHNOLOGIES, INC.

                                   By:  /s/  Stephen Katz
                                        -------------------------
                                             Stephen Katz, Chairman and Chief
                                             Executive Officer


Dated: May 27, 1997.

                                   COIN BILL VALIDATOR, INC.

                                   By:  /s/  Stephen Katz
                                        -------------------------
                                        Stephen Katz, Chairman and Chief
                                        Executive Officer

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