<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>d859704_3.txt
<DESCRIPTION>SC 14A - 11/15/02
<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 to ss.240.14a-11(c) or ss.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 15, 2002

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

                                                                  Miami, Florida
                                                                October 21, 2002

To the Stockholders of
DRYCLEAN USA, Inc.:

     NOTICE IS HEREBY  GIVEN that the 2002  Annual  Meeting of  Stockholders  of
DRYCLEAN USA,  Inc., a Delaware  corporation  (the  "Company"),  will be held on
Friday,  November 15, 2002, 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 October 4, 2002
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 15, 2002
                                ----------------

                                  INTRODUCTION

     This Proxy Statement,  to be mailed to stockholders on or about October 21,
2002, 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 2002 Annual Meeting
of Stockholders  of the Company (the  "Meeting") to be held on Friday,  November
15, 2002, 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  properly and timely  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 a later dated proxy received by 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 October 4, 2002 (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  6,996,450  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  of the votes
(that is, the seven persons  receiving the highest number of affirmative  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.  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.  Under
Delaware law, if a broker holding shares in street name votes some, but not all,
of the shares held by it as record owner on one or more matters,  the shares not
voted by it on a matter (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.  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, 2002, 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                          10,000 (4)                 *

     Lloyd Frank                          44,119 (5)                 *

     Alan M. Grunspan                     19,000 (6)                 *

     Stuart Wagner                        15,000 (7)                 *

     Executive officers and            4,944,360 (8)               70.2%
     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.

(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. Mr. Indelicato  disclaims  beneficial  ownership of the
     shares owned by his wife's living trust.


                                      -2-

<PAGE>

(4)  Represents  shares  which are not  outstanding  but which  are  subject  to
     issuance upon the exercise of a stock option that is presently  exercisable
     in full.

(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 stock
     options which are presently exercisable in full.

(6)  Includes  7,500 shares which are not  outstanding  but which are subject to
     issuance  upon  the  exercise  of the  portion  of a stock  option  that is
     presently exercisable or becomes exercisable within 60 days after September
     30, 2002.

(7)  Represents  (a) 5,000 shares owned by Mr.  Wagner's  wife,  as to which Mr.
     Wagner disclaims beneficial ownership,  and (b) 10,000 shares which are not
     outstanding  but which are subject to issuance upon the exercise of a stock
     option that is presently exercisable in full.

(8)  Includes (a) 26,494 shares owned by spouses of directors,  as to which such
     directors disclaim  beneficial  ownership,  and (b) 47,500 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, 2002.

                              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  2001
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.

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

     Michael S. Steiner,  46, has been President,  Chief Executive Officer and a
director   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 President  and Chief  Executive  Officer of
Steiner since 1988.

     William K.  Steiner,  72, has been  Chairman of the Board and a director of
the  Company  since the  effectiveness  of the  Merger on  November  1, 1998 and
Chairman of the Board of Steiner since he founded Steiner in 1960.

     Venerando J.  Indelicato,  69, 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.


                                      -3-

<PAGE>

     David  Blyer,  42,  has  served  as a  director  of the  Company  since the
effectiveness  of the Merger on November 1, 1998. Mr. Blyer was Chief  Executive
Officer and President of Vento Software, a developer of software for specialized
business  applications,  from  1994,  when he  co-founded  that  company,  until
mid-2002. Since that time, Mr. Blyer has been an independent consultant.

     Lloyd Frank,  77, has been a director of the Company since 1977.  Mr. Frank
has been a member of the law firm of Jenkens & Gilchrist  Parker  Chapin LLP and
its  predecessor  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,  42, 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 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,  70,  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  to  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, a company which
he founded.

     Michael S.  Steiner is the son of  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.

MEETINGS OF THE BOARD OF DIRECTORS

     During  the  Company's  fiscal  year  ended  June 30,  2002,  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 Alan M. Grunspan (Chairman),  David
Blyer 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 Audit Committee operates under a written
charter adopted by the Board of Directors, which the Committee annually reviews,
assesses  and,  with respect to which,  if it deems it  appropriate,  recommends
changes to the Board. A copy of the Audit Committee's  charter was most recently
published  in the  Company's  proxy  statement  for its 2001  Annual  Meeting of
Stockholders.  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


                                      -4-
<PAGE>

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 four meetings during the year ended June 30, 2002.

     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 met on one
occasion during the year ended June 30, 2002.

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, 2002, the Audit
Committee:

o    Reviewed and discussed the audited  consolidated  financial  statements for
     the fiscal year ended June 30, 2002 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, 2002 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


                                      -5-
<PAGE>

                             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,  2002 for
services in all  capacities to the Company during the Company's  2002,  2001 and
2000 fiscal years:

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

Michael S. Steiner,     2002       $225,000         --              $  875 (1)
President and Chief     2001        175,000         --                 875
Executive Officer       2000        175,000         --                 976

--------------------
(1)  "All Other  Compensation" for fiscal 2002 represents the Company's matching
     contribution  in fiscal 2002 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.

EQUITY COMPENSATION PLANS

     The following  table sets forth certain  information,  as at June 30, 2002,
with respect to the Company's equity compensation plans:

<TABLE>
<CAPTION>

                                                                                      NUMBER OF SECURITIES
                             NUMBER OF SECURITIES TO BE      WEIGHTED-AVERAGE       REMAINING AVAILABLE FOR
                              ISSUED UPON EXERCISE OF        EXERCISE PRICE OF          FUTURE ISSUANCE
                                OUTSTANDING OPTIONS,        OUTSTANDING OPTIONS,         UNDER EQUITY
     PLAN CATEGORY              WARRANTS AND RIGHTS         WARRANTS AND RIGHTS       COMPENSATION PLANS
     -------------              -------------------         -------------------       ------------------
<S>                                      <C>                       <C>                     <C>
Equity compensation
plans approved by
security holders........                 522,750 (a)               $1.04                  515,000 (b)

Equity compensation
plans not approved by
security holders........                      -0-                     --                        -0-
                           ------------------------------------------------------------------------------------
  Total ................                 522,750                   $1.04                   515,000
                           ====================================================================================

</TABLE>

(a)  Includes  447,750,  25,000,  40,000  and 10,000  shares  subject to options
     granted  under the  Company's  1991 Stock Option Plan under which no future
     options may be granted,  2000 Stock  Option  Plan (the "2000  Plan"),  1994
     Non-Employee Director Stock Option Plan (the "1994 Plan") and an individual
     option granted in 1993 that is held by one director, respectively.

(b)  Includes  475,000  shares  available  for future grant under the 2000 Plan,
     which  permits  the grant of options to  employees  and  directors  of, and
     consultants  to, the  Company,  and 40,000  shares  available  for grant to
     future  non-employee  directors  under the 1994 Plan.  Upon the expiration,
     cancellation  or  termination  of  unexercised  options,  shares subject to
     options under the 2000 and 1994 Plans will again be available for the grant
     of options under the applicable plan.


                                      -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,  2002 nor were any  options  held by Mr.
Steiner at June 30, 2002.

STANDARD REMUNERATION OF DIRECTORS

     Each non-employee director receives a fee of $5,000 per annum. The Chairman
of the Audit  Committee  receives  an  additional  fee of  $5,000  per annum for
services in that  capacity.  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, 2001,  the Company was owed $114,495 in  management  fees by an
entity  controlled by Michael S. Steiner,  a principal  stockholder,  President,
Chief  Executive  Officer  and a  director  of  the  Company.  This  amount  was
non-interest  bearing and was due on demand. The entire amount was repaid during
fiscal  2002.  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.

                                  MISCELLANEOUS

AUDITORS

     BDO Seidman,  LLP ("BDO  Seidman") has acted as the  Company's  independent
auditors  since the  Company's  1999  fiscal  year.  The 2002  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, 2003. 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.


                                       -7-
<PAGE>

     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, 2002 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, 2002.

     All Other Fees

     Fees billed to the Company by BDO Seidman for services  rendered during the
Company's  2002 fiscal  year for all other  services  rendered  to the  Company,
including tax related services, totaled $8,542.

     In  connection   with  the  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, 2002 were timely filed.

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 2003 must be received by the Company
at its principal executive offices, 290 N.E. 68 Street, Miami, Florida 33138, by
June 23, 2003. 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  September 6, 2003.  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.


                                      -8-
<PAGE>

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 21, 2002


                                      -9-
<PAGE>

                               DRYCLEAN USA. INC.

|X| PLEASE MARK VOTES
  AS IN THIS EXAMPLE

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

          NOVEMBER 15, 2002

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 15, 2002 (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.

1)   Election of Directors:

     MICHAEL S. STEINER, WILLIAM K. STEINER,        For      With-      For All
     VENERANDO J. INDELICATO, DAVID BLYER,          All      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.

<TABLE>
<CAPTION>

      <S>                                  <C>           <C>
      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  "FOR"  all  listed
                                                         nominees in Proposal 1.

       Stockholder sign above         Co-holder (if any) sign above
-----------------------------------------------------------------------------------------------------------

</TABLE>

--------------------------------------------------------------------------------
    Detach above card, sign, date and mail in postage paid envelope provided.

                               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.

----------------------------------------
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</TEXT>
</DOCUMENT>
