<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d846228_2.txt
<DESCRIPTION>FORM 8-K - 7/31/02
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): July 31, 2002


                               DRYCLEAN USA, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                    Delaware
             ------------------------------------------------------
                 (State or other jurisdiction of incorporation)


             0-9040                                     11-2014231
             ------                                     ----------
    (Commission File Number)                 (IRS Employer Identification No.)


                    290 N.E. 68 Street, Miami, Florida 33138
                    ----------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (305) 754-4551


                                 Not Applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>

Item 2. Acquisition and Disposition of Assets
------- -------------------------------------

     Effective  July  31,  2002,   DRYCLEAN  USA,  Inc.  (the   "Company")  sold
substantially  all of the assets of its  Metro-Tel  Telecommunications  Division
(the  "Metro-Tel  Division")  to  Metro  Tel  Corp.  of  Minnesota,   Inc.  (the
"Purchaser"),  pursuant to an Asset Purchase Agreement dated as of July 31, 2002
among Purchaser,  Independent  Technologies,  Inc.  ("Independent") and Sheyenne
Dakota, Inc. ("Sheyenne"), affiliates of Purchaser, and the Company.

     The Metro-Tel  Division is engaged in the design,  manufacture,  marketing,
selling and servicing of telecommunications  test equipment and customer premise
equipment.

     The assets sold included  substantially  all of the operating assets of the
Metro-Tel  Division  (primarily  inventory,   equipment,   furniture,  fixtures,
machinery,  general intangibles,  intellectual property and the names "Metro-Tel
Telecommunications"  and Metro-Tel  Corp.").  Excluded from the sale were, among
other things, cash, accounts  receivable,  intercompany  receivables,  leasehold
interests,  computer  hardware,  furniture and fixtures located in the Company's
Tampa,  Florida  office,  prepaid  expenses,  rights to tax  refunds,  assets of
employee  benefit  plans,  and other assets of the Company not  dedicated by the
Company to the operation of the Metro-Tel Division.

     The  purchase  price  (the  "Purchase  Price"),  which  was  determined  by
negotiations  between the parties,  was $800,000,  of which $250,000 was paid on
August 2,  2002 by wire  transfer  and  $550,000  is  evidenced  by  Purchaser's
Promissory  Note  (the  "Promissory  Note").  Payment  and  performance  of  the
Promissory Note is supported by a Guaranty executed by Independent, Sheyenne and
the three principal shareholders of each of Purchaser, Independent and Sheyenne,
and is secured  pursuant to a Security  Agreement from  Purchaser,  as well as a
Security   Agreement  from   Independent  and  Sheyenne.   There  was  no  prior
relationship  between (i) the Purchaser,  Independent,  Sheyenne or any of their
affiliates,  directors or officers and (ii) the Company or any of the  Company's
affiliates,  directors or officers,  or any associate of any director or officer
of the Company.

Item 7. Financial  Statements,  Pro Forma  Financial  Information  and Exhibits.
------  -----------------------------------------------------------------------

        (a)  Financial statements of business acquired: Not Applicable.

        (b)  Pro forma financial statements: Not Applicable.

        (c)  Exhibits:

             2.01   Asset  Purchase  Agreement  dated as of July 31, 2002 by and
                    among  Metro  Tel  Corp.  of  Minnesota,  Inc.,  Independent
                    Technologies,  Inc., Sheyenne Dakota, Inc. and DRYCLEAN USA,
                    Inc.

            99.01   DRYCLEAN USA, Inc.'s Press Release dated August 2, 2002.


                                       2
<PAGE>

                                    SIGNATURE
                                    ---------

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                        DRYCLEAN USA, Inc.


Date:  August 6, 2002                   By: /s/ Venerando J. Indelicato
                                           -------------------------------------
                                           Venerando J. Indelicato,
                                           Treasurer and Chief Financial Officer


                                       3
<PAGE>

                                  EXHIBIT INDEX
                                  -------------

Exhibit
Number         Description
------         -----------

2.01           Asset Purchase  Agreement  dated as of July 31, 2002 by and among
               Metro Tel Corp. of  Minnesota,  Inc.,  Independent  Technologies,
               Inc., Sheyenne Dakota, Inc. and DRYCLEAN USA, Inc.

99.01          DRYCLEAN USA, Inc.'s Press Release dated August 2, 2002


                                       4

</TEXT>
</DOCUMENT>
