<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>d750174_3.txt
<DESCRIPTION>DEFINITIVE PROXY STATEMENT
<TEXT>
                            SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]

Filed by a party other than the Registrant [   ]

Check the appropriate box:

[ ]      Preliminary Proxy Statement
[ ]      Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
[X]      Definitive Proxy Statement
[ ]      Definitive Additional Materials
[ ]      Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12

                               DRYCLEAN USA, Inc.
                               ------------------
                (Name of Registrant as Specified in Its Charter)

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]      No fee required

[ ]      Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

         1)      Title of each class of securities to which transaction applies:

         2)      Aggregate number of securities to which transaction applies:

         3)      Per unit price or other underlying value of transaction
                 computed pursuant to Exchange Act Rule 0-11 (Set forth the
                 amount on which the filing fee is calculated and state how it
                 was determined):

         4)      Proposed maximum aggregate value of transaction:

         5)      Total fee paid:

[ ]      Fee paid previously with preliminary materials.

[ ]      Check box if any part of the fee is offset as provided by Exchange Act
         Rule 0-11(a)(2) and identify the filing for which the offsetting fee
         was paid previously. Identify the previous filing by registration
         statement number, or the Form or Schedule and the date of its filing.

         1)       Amount Previously Paid:

         2)       Form, Schedule or Registration Statement No.:

         3)       Filing Party:

         4)       Date Filed:

<PAGE>

                               DRYCLEAN USA, INC.
                              290 N.E. 68TH STREET
                              MIAMI, FLORIDA 33138

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

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON NOVEMBER 9, 2001

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

                                                                  Miami, Florida
                                                                October 12, 2001

To the Stockholders of
DRYCLEAN USA, Inc.:

         NOTICE IS HEREBY GIVEN that the 2001 Annual Meeting of Stockholders of
DRYCLEAN USA, Inc., a Delaware corporation (the "Company"), will be held on
Friday, November 9, 2001, at 11:00 A.M., Eastern standard time, at the offices
of the Company and the Company's subsidiary, Steiner-Atlantic Corp., 290 N.E.
68th Street, Miami, Florida, for the purpose of considering and acting upon the
following matters:

         (1) The election of seven (7) directors to serve until the next annual
meeting of stockholders and until the election and qualification of their
respective successors; and

         (2) The transaction of such other business as may properly be brought
before the meeting or any adjournments or postponements thereof.

         The Board of Directors has fixed the close of business on September 28,
2001 as the record date for the determination of stockholders entitled to notice
of, and to vote at, the meeting.

                                             By Order of the Board of Directors,

                                                         Lloyd Frank,
                                                          Secretary

THE RETURN OF YOUR SIGNED PROXY AS PROMPTLY AS POSSIBLE WILL GREATLY FACILITATE
ARRANGEMENTS FOR THE MEETING. NO POSTAGE IS REQUIRED IF THE PROXY IS RETURNED IN
THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES.


<PAGE>

                               DRYCLEAN USA, INC.
                              290 N.E. 68TH STREET
                              MIAMI, FLORIDA 33138

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

                                 PROXY STATEMENT
                       FOR ANNUAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON NOVEMBER 9, 2001

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


                                  INTRODUCTION

         This Proxy Statement, to be mailed to stockholders on or about October
12, 2001, is furnished in connection with the solicitation by the Board of
Directors of DRYCLEAN USA, Inc., a Delaware corporation (the "Company"), of
proxies in the accompanying form (the "Proxy" or "Proxies") for use at the 2001
Annual Meeting of Stockholders of the Company (the "Meeting") to be held on
Friday, November 9, 2001, and at any adjournments or postponements thereof. The
Meeting will be held at the place and time stated in the notice attached hereto.

         All Proxies received will be voted in accordance with the
specifications made thereon or, in the absence of any specification, for the
election of all of the nominees named herein to serve as directors. Any Proxy
given pursuant to this solicitation may be revoked by the person giving it at
any time prior to the exercise of the powers conferred thereby by (i) notice in
writing or by submitting a later dated proxy to the Company at 290 N.E. 68
Street, Miami, Florida 33138, Attention: President, or (ii) by voting in person
at the Meeting.

         Only holders of record of the Company's Common Stock (the "Common
Stock") as of the close of business on September 28, 2001 (the "Record Date")
are entitled to notice of, and to vote at, the Meeting or any adjournments or
postponements thereof for which a new record date is not fixed. As of the close
of business on the Record Date, there were issued and outstanding 7,001,250
shares of Common Stock.

         Each share of Common Stock held as of the Record Date is entitled to
one vote on each matter to be acted upon at the Meeting. A plurality (that is,
the seven persons receiving the most votes) of the votes of the shares present
in person or represented by proxy at the Meeting and entitled to vote thereon
will be required for the election of directors. Abstentions are considered as
shares present and entitled to vote and, therefore, to the extent a vote on any
matter requires approval by a majority of shares present in person or by proxy
and entitled to vote, abstentions will have the effect of a negative vote
thereon. Under Delaware law, shares not voted by brokers (called "broker
non-votes") are considered not entitled to vote. Accordingly, broker non-votes
will have no effect on the outcome of the vote on any matter. Brokers who are
members of the New York Stock Exchange have discretion to vote the shares of
their clients that the broker holds of record (in "street name") for its
customers with respect to non-contested elections of directors and certain other
matters. Brokers are, therefore, expected to vote such shares on the election of
director. The presence, in person or represented by proxy, of a majority of the
shares entitled to vote at the Meeting will constitute a quorum for the
transaction of business at the Meeting. Proxies submitted which contain
abstentions or broker non-votes will be deemed present at the Meeting for
determining the presence of a quorum.


<PAGE>

                         OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

         The following table sets forth information, as at September 30, 2001,
with respect to the shares of Common Stock that are beneficially owned by (i)
any person (including any "group," as that term is used in Section 13(d)(3) of
the Securities Exchange Act of 1934) who is known to the Company to be the
beneficial owner of more than five percent of the Company's outstanding Common
Stock, (ii) the executive officers of the Company named in the Summary
Compensation Table under the caption "Executive Compensation," below, (iii) each
director and nominee to serve as a director of the Company and (iv) all
executive officers and directors of the Company as a group:

                                       AMOUNT AND
                                       NATURE OF
                                       BENEFICIAL                  PERCENT
         BENEFICIAL OWNER              OWNERSHIP (1)              OF CLASS (2)
         ----------------              -------------              ------------

         William K. Steiner               2,290,977                   32.7%
         290 N.E. 68 Street
         Miami, FL  33138

         Michael S. Steiner               2,260,577                   32.3%
         290 N.E. 68 Street
         Miami, FL  33138

         Venerando J. Indelicato            304,937 (3)                4.4%

         David Blyer                          7,500 (4)                 *

         Lloyd Frank                         44,119 (5)                 *

         Alan M. Grunspan                    16,250 (6)                 *

         Stuart Wagner                       12,500 (7)                 *

         Executive officers and           4,936,860 (8)               70.1%
         directors as a group
         (7 persons)
------------------------

(1)      Except as noted in the following footnotes, all beneficially owned
         shares are owned with sole voting and investment power.

(2)      Asterisk indicates less than one percent.

                                         (FOOTNOTES CONTINUED ON FOLLOWING PAGE)

                                      -2-
<PAGE>

(3)      Includes 163,718 shares (2.3% of the Company's outstanding Common
         Stock) owned by Mr. Indelicato and his wife as co-trustees under his
         living trust under which the sole lifetime beneficiary is Mr.
         Indelicato and 141,219 shares (2.0% of the Company's outstanding Common
         Stock) owned by Mr. Indelicato and his wife as co-trustees under the
         living trust of Mr. Indelicato's wife under which the sole lifetime
         beneficiary is Mr. Indelicato's wife.

(4)      Represents shares which are not outstanding but which are subject to
         issuance upon the exercise of the portion of a stock option that
         becomes exercisable within 60 days after September 30, 2001.

(5)      Includes (a) 21,494 shares owned by Mr. Frank's wife, as to which Mr.
         Frank disclaims beneficial ownership, and (b) 20,000 shares which are
         not outstanding but which are subject to issuance upon the exercise of
         presently exercisable stock options.

(6)      Includes 5,000 shares which are not outstanding but which are subject
         to issuance upon the exercise of the portion of a stock option that
         becomes exercisable within 60 days after September 30, 2001.

(7)      Represents (a) 5,000 shares owned by Mr. Wagner's wife, as to which Mr.
         Wagner disclaims beneficial ownership, and (b) 7,500 shares which are
         not outstanding but which are subject to issuance upon the exercise of
         the portion of a stock option that becomes exercisable within 60 days
         after September 30, 2001.

(8)      Includes (a) 26,494 shares owned by spouses of directors, as to which
         such directors disclaim beneficial ownership, and (b) 40,000 shares
         which are not outstanding but which are subject to issuance upon the
         exercise of the portion of stock options that are presently exercisable
         or become exercisable within 60 days after September 30, 2001.

                              ELECTION OF DIRECTORS

         Unless otherwise directed, the persons named in the enclosed Proxy
intend to cast all votes pursuant to Proxies received for the election of
Messrs. Michael S. Steiner, William K. Steiner, Venerando J. Indelicato, David
Blyer, Lloyd Frank, Alan M. Grunspan and Stuart Wagner (said persons being
hereinafter referred to as the "nominees") as directors upon their nomination at
the Meeting. Directors elected at the Meeting will serve until the next Annual
Meeting of Stockholders and until their respective successors are elected and
qualified. All nominees were elected by stockholders at the Company's 2000
Annual Meeting of Stockholders.

         In the event that any of the nominees should become unavailable to
serve as a director for any reason, the holders of the Proxies have
discretionary authority to vote for one or more alternate nominees who may be
designated by the Board of Directors. The Company believes that all of the
nominees are available to serve as directors.

                                      -3-
<PAGE>

BACKGROUND OF NOMINEES
----------------------

         Michael S. Steiner, 45, has been President and Chief Executive Officer
of the Company since the effectiveness of the merger of Steiner-Atlantic Corp.
("Steiner") with and into a subsidiary of the Company on November 1, 1998 (the
"Merger") and of Steiner since 1988. Mr. Steiner has been a director of the
Company since the effectiveness of the Merger on November 1, 1998.

         William K. Steiner, 71, has been Chairman of the Board of the Company
since the effectiveness of the Merger on November 1, 1998 and of Steiner since
he founded Steiner in 1960. Mr. Steiner has been a director of the Company since
the effectiveness of the Merger on November 1, 1998.

         Venerando J. Indelicato, 68, was President of the Company from December
1967 until the effectiveness of the Merger on November 1, 1998 and since that
time has been Treasurer and Chief Financial Officer of the Company. Mr.
Indelicato has been a director of the Company since 1966.

         David Blyer, 41, has served as a director of the Company since the
effectiveness of the Merger on November 1, 1998. Mr. Blyer has been Chief
Executive Officer and President of Vento Software since he co-founded that
company in 1994. Vento Software develops software for specialized business
application. Before founding Vento Software, Mr. Blyer served as Senior Account
Manager of the South Florida and Caribbean regions for Tandem Computers.

         Lloyd Frank, 76, has been a member of the law firm of Jenkens &
Gilchrist Parker Chapin LLP since 1977. Mr. Frank has been a director of the
Company since 1977. The Company retained Jenkens & Gilchrist Parker Chapin LLP
during the Company's last fiscal year and is retaining that firm during the
Company's current fiscal year. Mr. Frank is also a director of Park
Electrochemical Corp. and Volt Information Sciences, Inc.

         Alan M. Grunspan, 41, has served as a director of the Company since May
1999. Mr. Grunspan has been a member of the law firm of Kaufman Dickstein &
Grunspan P.A. since 1991. The Company has retained Kaufman Dickstein & Grunspan
P.A. during the Company's last fiscal year and is retaining that firm during the
Company's current fiscal year.

         Stuart Wagner, 69, has served as a director of the Company since the
effectiveness of the Merger on November 1, 1998. Mr. Wagner has served as a
consultant for Diversitech Corp., a manufacturer and distributor of HVAC
products, since 1997. From 1975 to 1997, Mr. Wagner was President of Wagner
Products Corp., a manufacturer and distributor of HVAC products which he
founded.

         Michael S. Steiner is the son of Mr. William K. Steiner. There are no
other family relationships among any of the directors and executive officers of
the Company. All directors serve until the next annual meeting of stockholders
and until the election and qualification of their respective successors. All
officers serve at the pleasure of the Board of Directors.

                                      -4-
<PAGE>

MEETINGS OF THE BOARD OF DIRECTORS

         During the Company's fiscal year ended June 30, 2001, its Board of
Directors held four meetings. Each director attended each of the meetings of the
Board of Directors and the committees on which he served that were held during
that fiscal year.

         The Board of Directors has standing Audit and Compensation Committees.
The Board does not have a standing Nominating Committee.

         The Board's Audit Committee consists of David Blyer, Alan M. Grunspan
and Stuart Wagner, each of whom meets the independence requirements for audit
committee members under the listing standards of the American Stock Exchange, on
which the Company's Common Stock is listed. The Audit Committee provides
assistance to the Company's Board of Directors in fulfilling the Board's
oversight responsibilities. The specific functions and responsibilities of the
Audit Committee are set forth in a written charter of the Audit Committee
adopted by the Board of Directors, which is attached as Appendix A to this Proxy
Statement. The Audit Committee is to review and reassess the Audit Committee
Charter annually and recommend any changes to the Board for approval. Under its
Charter, the Audit Committee serves as an independent and objective party to
monitor the Company's financial reporting process and internal control system;
reviews and appraises the audit efforts of the Company's independent auditors;
and provides an open avenue of communication among the Company's independent
auditors, financial and senior management and the Board. Among other things, the
Audit Committee reviews the financial reports and other financial information
provided by the Company to any governmental body and the public; the Company's
systems of internal controls regarding finance, accounting, legal compliance and
ethics that management and the Board may from time to time adopt; and the
Company's auditing, accounting and financial reporting processes generally. The
Audit Committee also recommends to the Board the selection of the independent
auditors for each fiscal year, confirms the independence of the independent
auditors and approves the fees and other compensation to be paid to the
independent auditors. A report of the Audit Committee appears under the caption
"Audit Committee Report," below. The Audit Committee held one meeting during the
year ended June 30, 2001.

         The members of the Compensation Committee are David Blyer, Lloyd Frank
and Stuart Wagner. This Committee approves salaries of all executive officers,
administers (including granting options under) the Company's employee stock
option plans, approves changes in retirement plans and reviews the Company's
other employee benefit arrangements. The Compensation Committee did not meet
during the year ended June 30, 2001.

AUDIT COMMITTEE REPORT

         Management has the primary responsibility for the Company's financial
reporting process, including its consolidated financial statements, while the
Board is responsible for overseeing the Company's accounting, auditing and
financial reporting practices and the Company's independent public accountants
have the responsibility for the examination of the Company's annual consolidated
financial statements, expressing an opinion on the conformity of those financial
statements with accounting principles generally accepted in the United States
and issuing a report thereon. In assisting the Board in fulfilling its oversight
responsibility with respect to the Company's year ended June 30, 2001, the Audit
Committee:


                                      -5-
<PAGE>

o    Reviewed and discussed the audited consolidated financial statements for
     the fiscal year ended June 30, 2001 with management and BDO Seidman, LLP
     ("BDO Seidman") the Company's independent public accountants;

o    Discussed with BDO Seidman the matters required to be discussed by
     Statement on Auditing Standards No. 61 relating to the conduct of the
     audit; and

o    Received the written disclosures and the letter from BDO Seidman regarding
     its independence as required by Independence Standards Board Standard No.
     1, Independence Discussions with Audit Committees. The Audit Committee also
     discussed BDO Seidman's independence with BDO Seidman and considered
     whether the provision of non-audit services rendered by BDO Seidman was
     compatible with maintaining its independence under Securities and Exchange
     Commission rules governing the independence of a company's outside auditors
     (see "Miscellaneous - Auditors").

         Based on the foregoing review and discussions, the Audit Committee
recommended to the Board that the Company's audited consolidated financial
statements for the fiscal year ended June 30, 2001 be included in the Company's
Annual Report on Form 10-KSB filed with the Securities and Exchange Commission
for that year.

                                                               Respectfully,

                                                               David Blyer
                                                               Alan M. Grunspan
                                                               Stuart Wagner


                                                   EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

         The following table sets forth information concerning the compensation
of Michael S. Steiner, the Company's only executive officer whose cash
compensation exceeded $100,000 during the Company's fiscal year ended June 30,
2001 for services in all capacities to the Company during the Company's 2001 and
2000 fiscal years:

                                                   Long-Term
                           Annual Compensation    Compensation
                           -------------------    ------------
      Name and                                                      All Other
Principal Position         Year         Salary       Options     Compensation(1)
-------------------        ----         ------    -------------  ---------------

Michael S. Steiner         2001      $175,000         --            $   875 (1)
President and Chief        2000       175,000         --                976
     Executive Officer

----------------------
(1)      "All Other Compensation" for fiscal 2001 represents the Company's
         matching contribution in fiscal 2001 for Michael S. Steiner under the
         Company's Profit Sharing Plan pursuant to Section 401(k) of the
         Internal Revenue Code of 1986, as amended.


                                      -6-
<PAGE>

OPTION GRANTS AND EXERCISES IN LAST FISCAL YEAR AND YEAR-END VALUES

         No options were granted to, or exercised by, Michael S. Steiner during
the Company's fiscal year ended June 30, 2001 nor were any options held by Mr.
Steiner at June 30, 2001.

STANDARD REMUNERATION OF DIRECTORS

         Each non-employee director receives a fee of $5,000 per annum.
Directors are also reimbursed for out-of-pocket expenses incurred in connection
with performing their duties. In the event that the Board of Directors holds
more than four meetings during a fiscal year in addition to its annual meeting
held on the date of the Annual Meeting of Stockholders, each director receives
$750 for each such additional meeting such director attends.

         Pursuant to the Company's 1994 Non-Employee Director Stock Option Plan,
each non-employee director of the Company serving on August 24, 1994 was granted
an option to purchase 10,000 shares of the Company's Common Stock and each
person who subsequently became or becomes a non-employee director is also
granted at the time of election to the Board an option to purchase 10,000 shares
of the Company's Common Stock at an exercise price equal to 100% of the fair
market value of the Company's Common Stock on the date of grant. Each option is
for a term of ten years and vests over a four-year period commencing one year
after the date of grant (with vesting credit given for any service on the Board
of Directors prior to the date of grant).

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         At June 30, 2000, the Company was owed $86,391 in management fees by an
entity controlled by Michael S. Steiner, a principal stockholder, President and
Chief Executive Officer and a director of the Company. This amount was
non-interest bearing and was due on demand. During the year, the Company
recorded a $100,000 allowance for doubtful accounts on the amounts due from such
entity. At September 30, 2001, $14,495, net of the allowance for doubtful
accounts, was due to the Company from such entity. The Company leases warehouse
and office space from William K. Steiner, a principal stockholder, Chairman of
the Board of Directors and a director of the Company, under a lease which
expires in October 2004. Annual rental under this lease is approximately
$83,200. The Company believes that the terms of the lease are comparable to
terms that would be obtained from an unaffiliated third party for similar
property.

                                      -7-
<PAGE>

                                  MISCELLANEOUS

AUDITORS

         BDO Seidman, LLP ("BDO Seidman") has acted as the Company's independent
auditors since the Company's 1999 fiscal year. The 2001 Annual Report to
Stockholders of the Company, including financial statements and report thereon
of BDO Seidman, accompanies this Proxy Statement but is not incorporated in and
is not to be deemed a part of this Proxy Statement. The Company's Audit
Committee has recommended BDO Seidman to act as auditors for the Company during
the year ending June 30, 2002. The Board of Directors nevertheless retains the
discretion to select different auditors should it then deem it in the Company's
interests. Representatives of BDO Seidman are expected to be present at the
Meeting with the opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions addressed by
stockholders.

         AUDIT FEES

         Aggregate fees billed to the Company by BDO Seidman for its audit of
the Company's annual financial statements for the year ended June 30, 2001 and
for its reviews of the financial statements included in the Company's Quarterly
Reports on Form 10-QSB filed with the Securities and Exchange Commission for
that year totaled $66,500.

         FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

         The Company did not engage BDO Seidman to provide advice to the Company
regarding financial information systems design and implementation during the
fiscal year ended June 30, 2001.

         ALL OTHER FEES

         Fees billed to the Company by BDO Seidman for services rendered during
the Company's 2001 fiscal year for all other services rendered to the Company,
including tax related services, totaled $12,100.

         In connection with the recently revised standards for independence of a
company's independent public accountants promulgated by the Securities and
Exchange Commission, the Audit Committee has considered whether the provision of
such services is compatible with maintaining the independence of BDO Seidman.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act requires the Company's
executive officers and directors, and persons who beneficially own more than 10%
of the Company's Common Stock, to file initial reports of ownership, and reports
of changes of ownership, of the Company's equity securities with the Securities
and Exchange Commission and furnish copies of those reports to the Company.
Based solely on a review of the copies of the reports furnished to the Company
to date and written representations that no reports were required, the Company
believes that all reports required to be filed by such persons with respect to
the Company's fiscal year ended June 30, 2001 were timely filed.


                                      -8-
<PAGE>

STOCKHOLDER PROPOSALS

         From time to time stockholders may present proposals for consideration
at a meeting of stockholders which may be proper subjects for inclusion in the
Company's proxy statement and form of proxy relating to that meeting.
Stockholder proposals intended to be included in the Company's proxy statement
and form of proxy relating to the Company's Annual Meeting of Stockholders
presently scheduled to be held in November 2002 must be received by the Company
at its principal executive offices, 290 N.E. 68 Street, Miami, Florida 33138, by
June 14, 2002. Any such proposals, as well as any questions relating thereto,
should be directed to the President of the Company. As to any proposals intended
to be presented by a stockholder without inclusion in the Company's proxy
statement and form of proxy for the Company's next Annual Meeting of
Stockholders, the proxies named in the Company's form of proxy for that meeting
will be entitled to exercise discretionary authority on that proposal unless the
Company receives notice of the matter on or before August 28, 2002. However,
even if such notice is timely received, such proxies may nevertheless be
entitled to exercise discretionary authority on that matter to the extent
permitted by Securities and Exchange Commission regulations.

ADDITIONAL INFORMATION

         The cost of solicitation of Proxies, including the cost of reimbursing
banks and brokers for forwarding proxy soliciting material to their principals,
will be borne by the Company. Proxies may be solicited without extra
compensation by certain officers and regular employees of the Company by mail
and, if determined to be necessary, by telephone, telecopy, telegraph or
personal interviews.

OTHER MATTERS

         The Board of Directors does not intend to bring before the Meeting any
matters other than those specifically described above and knows of no matters
other than the foregoing to come before the Meeting. If any other matters or
motions properly come before the Meeting, it is the intention of the persons
named in the accompanying form of Proxy to vote such Proxy in accordance with
their judgment on such matters or motions, including any matters dealing with
the conduct of the Meeting.

                                             By Order of the Board of Directors,

                                                           Lloyd Frank,
                                                            Secretary

Dated:  October 12, 2001


                                      -9-
<PAGE>

                                                                      APPENDIX A
                                                                      ----------

                               DRYCLEAN USA, INC.

                             AUDIT COMMITTEE CHARTER

         I.       PURPOSE

                  The primary function of the Audit Committee is to assist the
         Board of Directors (the "Board") of DRYCLEAN USA, Inc. (the
         "Corporation") in fulfilling its oversight responsibilities by
         reviewing the financial reports and other financial information
         provided by the Corporation to any governmental body or the public; the
         Corporation's systems of internal controls regarding finance,
         accounting, legal compliance and ethics that management and the Board
         may from time to time adopt; and the Corporation's auditing, accounting
         and financial reporting processes generally. Consistent with this
         function, the Audit Committee should encourage continuous improvement
         of, and should foster adherence to, the Corporation's policies,
         procedures and practices at all levels. The Audit Committee's primary
         duties and responsibilities are to:

o        Serve as an independent and objective party to monitor the
         Corporation's financial reporting process and internal control system.

o        Review and appraise the audit efforts of the Corporation's independent
         auditors.

o        Provide an open avenue of communication among the independent auditors,
         financial and senior management and the Board.

         The Audit Committee will fulfill these responsibilities by carrying out
         the activities enumerated in Section IV of this Charter and such other
         activities consistent with this Charter as may from time to time be
         necessary or appropriate.

         II.      COMPOSITION OF THE AUDIT COMMITTEE


                  Until June 14, 2001, the Audit Committee shall be comprised of
         two or more members of the Board as determined by the Board. Commencing
         June 14, 2001, the Audit Committee shall be comprised of three or more
         members of the Board as determined by the Board. The members of the
         Audit Committee shall be independent directors, and free from any
         relationship that, in the opinion of the Board, would interfere with
         the exercise of his or her independent judgment as a member of the
         Audit Committee. For purposes of this Charter, the definition of
         independent directors will be based on the rules of the American Stock
         Exchange, Inc. for audit committees, as amended, modified or
         supplemented from time to time. Commencing June 14, 2001, all members
         of the Audit Committee must be able to read and understand fundamental
         financial statements, including a balance sheet, income statement and
         cash flow statement or will become able to do so within a reasonable
         period of time after his or her appointment to the Audit Committee, and
         at least one member of the Committee must have past employment
         experience in finance or accounting, requisite professional
         certification in accounting, or other comparable

                                      A-1
<PAGE>

         experience or background which results in such member's financial
         sophistication, including being or having been a chief executive
         officer, chief financial officer or other senior officer with financial
         oversight responsibilities.

                  The members of the Audit Committee shall be elected by the
         Board at the annual organizational meeting of the Board and shall serve
         at the pleasure of the Board or until their successors shall be duly
         elected and qualified. Unless a chairman of the Audit Committee (the
         "Chairman") is elected by the Board, the members of the Committee may
         designate a Chairman by majority vote of the full Audit Committee
         membership.

         III.     MEETINGS

                  The Audit Committee shall meet from time to time as called by
         the Chairman or as requested by the independent auditors. The Audit
         Committee may ask members of management or others to attend meetings of
         the Audit Committee and provide pertinent information as necessary. As
         part of its responsibility to foster open communication, the Audit
         Committee shall meet at least annually with management and the
         independent auditors in separate executive sessions to discuss any
         matters that the Audit Committee or any of these groups believe should
         be discussed privately. In addition, the Audit Committee or its
         Chairman shall discuss with management and the independent auditors the
         Corporation's quarterly financial statements consistent with Section
         IV.3. below. The Audit Committee shall maintain minutes or other
         records of meetings and activities of the Audit Committee.

         IV.      RESPONSIBILITIES AND DUTIES

                  The duties of the Audit Committee shall include the following:

         Documents/Reports Review
         ------------------------

         1.       Review this Charter periodically, but at least annually, and
         update this Charter as conditions dictate.

         2.       Review, prior to its filing or prior to its release, as the
         case may be, the Corporation's Annual Report to be filed with the
         Securities and Exchange Commission on Form 10-K or 10-KSB and annual
         report to stockholders.

         3.       Review the Corporation's Quarterly Report to be filed with the
         Securities and Exchange Commission on Form 10-Q or 10-QSB prior to its
         filing. The Chairman may represent the entire Audit Committee for
         purposes of this review.

         4.       Review such other reports or other financial information
         submitted to the Securities and Exchange Commission or the public as
         the Audit Committee shall deem appropriate. The Chairman may represent
         the entire Audit Committee for purposes of this review.


                                      A-2
<PAGE>

         Independent Auditors
         --------------------

         5.       Recommend to the Board the selection of the independent
         auditors for each fiscal year, confirm and assure their independence
         and approve the fees and other compensation to be paid to the
         independent auditors. On an annual basis, the Audit Committee should
         review and discuss with the auditors all significant relationships
         which affect the auditors' independence and should receive the written
         statement from the independent auditors required by Independence
         Standards Board Standard No. 1, as amended, modified or supplemented
         from time to time.

         6.       Recommend to the Board the advisability of having the
         independent auditors make specified studies and reports as to auditing
         matters, accounting procedures, tax or other matters.

         7.       Review the performance of the independent auditors and approve
         any proposed discharge of the independent auditors when circumstances
         warrant.

         8.       Periodically consult with the independent auditors out of the
         presence of management about internal controls and the completeness and
         accuracy of the Corporation's financial statements.

         Financial Reporting Processes
         -----------------------------

         9.       Review with the independent auditors' its opinion about the
         quality and appropriateness of the Corporation's accounting principles
         as applied in its financial reporting.

         10.      Consider and approve, if appropriate, major changes to the
         Corporation's auditing and accounting principles and practices as
         suggested by the independent auditors or management.

         Process Improvement
         -------------------

         11.      Establish regular and separate systems of reporting to the
         Audit Committee by each of management and the independent auditors
         regarding any significant judgments made in management's preparation of
         the financial statements and the view of each as to appropriateness of
         such judgments.

         12.      Following completion of the annual audit, review separately
         with each of management and the independent auditors any significant
         difficulties encountered during the course of the audit, including any
         restrictions on the scope of work or access to required information.

         13.      Review any significant disagreement among management and the
         independent auditors in connection with the preparation of any of the
         Corporation's financial statements.

         14.      Review with the independent auditors and management the extent
         to which changes or improvements in financial or accounting practices,
         as approved by the Audit Committee, have been implemented.

                                      A-3
<PAGE>

         Legal Compliance
         ----------------

         15.      Review, with the Corporation's counsel, legal compliance
         matters including corporate securities trading policies.

         16.      Review with the Corporation's counsel any legal matter that
         could have a significant impact on the Corporation's financial
         statements.

         Other Responsibilities
         ----------------------

                  Perform any other activities consistent with this Charter, and
         the Corporation's Certificate of Incorporation, By-laws and governing
         law, as the Audit Committee or the Board deems necessary or
         appropriate.


                                      A-4
<PAGE>

                               DRYCLEAN USA. INC.

|X| PLEASE MARK VOTES
      AS IN THIS EXAMPLE

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

                    NOVEMBER 9, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned hereby appoints Michael S. Steiner, Venerando J.
Indelicato and Lloyd Frank, and each of them, proxies, with full power of
substitution, to vote at the Annual Meeting of Stockholders of DRYCLEAN USA,
Inc. to be held on Friday, November 9, 2001 (including any adjournments or
postponements thereof), according to the number of votes the undersigned might
cast and with all powers the undersigned would possess if personally present,
upon the matter specified hereon, as more fully described in the accompanying
Notice of such meeting and Proxy Statement, receipt of which is hereby
acknowledged, and with discretionary power upon such other business as may come
before the meeting, hereby revoking any proxies heretofore given.
<TABLE>
<CAPTION>
<S>     <C>
1)       Election of Directors:

         MICHAEL S. STEINER, WILLIAM K. STEINER,                        FOR     WITH-    FOR ALL
         VENERANDO J. INDELICATO, DAVID BLYER,                                  HOLD     EXCEPT
         LLOYD FRANK, ALAN M. GRUNSPAN AND                              |_|     |_|      |_|
         STUART WAGNER

         INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE
         FOR ANY INDIVIDUAL NOMINEE(S), MARK "FOR ALL
         EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE
         SPACE PROVIDED BELOW.

                                 ------------------------------
 Please be sure to sign and date          Date
   this Proxy in the box below                                          EACH PROPERLY EXECUTED PROXY
---------------------------------------------------------------  WILL BE VOTED IN ACCORDANCE WITH THE
                                                                 SPECIFICATIONS  MADE  ABOVE.  IF  NO
                                                                 SPECIFICATIONS ARE MADE,  THE SHARES
                                                                 REPRESENTED BY THIS PROXY WILL BE VOTED
      Stockholder sign above     Co-holder(if any) signe above   "FOR" ALL LISTED NOMINEES IN PROPOSAL 1.
--------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------------
    Detach above card, sign, date and mail in postage paid envelope provided.
</TABLE>

                               DRYCLEAN USA, INC.

--------------------------------------------------------------------------------
     Please sign your name or names exactly as set forth hereon. When stock is
in the name of more than one person, each such person should sign the proxy.
When signing as attorney, executor, administrator, trustee or guardian, please
indicate the capacity in which you are acting. Proxies executed by corporations
should be signed by a duly authorized officer.

     STOCKHOLDERS WHO DESIRE TO HAVE STOCK VOTED AT THE MEETING ARE REQUESTED TO
FILL IN, DATE, SIGN AND RETURN THIS PROXY. NO POSTAGE IS REQUIRED IF RETURNED IN
THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES.

                               PLEASE ACT PROMPTLY
                     SIGN, DATE & MAIL YOUR PROXY CARD TODAY
--------------------------------------------------------------------------------

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

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

</TEXT>
</DOCUMENT>
