<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>def14-11132003.txt
<DESCRIPTION>NOVEMBER 13, 2003
<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 13, 2003

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

                                                                  Miami, Florida
                                                                October 17, 2003
To the Stockholders of
DRYCLEAN USA, Inc.:

         NOTICE IS HEREBY GIVEN that the 2003 Annual Meeting of  Stockholders of
DRYCLEAN USA,  Inc., a Delaware  corporation  (the  "Company"),  will be held on
Thursday,  November 13,  2003,  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 3,
2003 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 13, 2003
                                ----------------

                                  INTRODUCTION

         This Proxy Statement,  to be mailed to stockholders on or about October
17, 2003,  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 2003
Annual  Meeting of  Stockholders  of the Company (the  "Meeting")  to be held on
Thursday,  November 13, 2003, 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.  68th
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 3, 2003 (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. Stockholders whose Common Stock is held in "street name"
(that is, whose shares are held by, and  registered  in the name of, a broker or
other  nominee) who wish to vote at the Meeting will need to obtain a proxy form
from the institution that holds their shares and follow the voting  instructions
on that form.

         The presence,  in person or represented by proxy,  of a majority of the
outstanding  Common  Stock  will  constitute  a quorum  for the  transaction  of
business at the Meeting. Brokers that are members of the New York Stock Exchange
have  discretion  to vote the shares of their  clients  that the broker holds in
street name for its  customers but as to which the broker has received no voting
direction from the beneficial  owner of the shares with respect to non-contested
elections of  directors  and certain  other  matters.  Brokers  are,  therefore,
expected to vote such shares on the election of directors.  If a broker, nominee
or other  fiduciary  holding shares in "street name" votes some, but not all, of
the shares held by it as record owned for one or more beneficial owner of shares
on one or more  matters,  the  shares  not  voted by it on a matter  are  called
"broker  non-votes."  Proxies  submitted  which  contain  abstentions  or broker
non-votes will be deemed present at the Meeting for  determining the presence of
a quorum.


<PAGE>

         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 on the  election  of  directors  will be required  for the
election  of  directors.  While the Company  knows of no matters  other than the
election of directors to be brought  before the Meeting  (see  "Miscellaneous  -
Other  Matters"),  if any other  matters are brought  before the Meeting,  under
Delaware law approval  thereof  will  require the  affirmative  vote of either a
majority of the Common Stock  present in person or  represented  by proxy at the
Meeting  and  entitled  to vote  on the  subject  matter  or a  majority  of all
outstanding  shares  of Common  Stock.  Abstentions  will  have the  effect of a
negative vote on all such matters.  Broker  non-votes,  which are considered not
entitled  to vote,  will have no effect on the  outcome  of the vote on a matter
requiring  approval by a majority of those  entitled to vote on the matter,  but
will have the effect of a negative  vote on any matter  requiring  approval by a
majority of all outstanding shares of Common Stock.

                         OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

         The following table sets forth  information,  as at September 30, 2003,
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. 68th Street
         Miami, FL  33138

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

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

         David Blyer                      10,000 (4)                 *

         Lloyd Frank                      34,119 (5)                 *

         Alan M. Grunspan                 21,500 (6)                 *

         Stuart Wagner                    15,000 (7)                 *

         Executive officers and        4,937,110 (8)               70.2%
         directors as a group
         (7 persons)
---------------------------
Footnotes appear on the following page.



                                      -2-
<PAGE>

(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 (a) 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 (b) 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.

(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) 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.

(6)      Includes  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.

(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) 40,000 shares
         which are not  outstanding  but which are subject to issuance  upon the
         exercise of stock options that are presently exercisable in full.

                              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  2002
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, 47, 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,  73, 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.



                                      -3-
<PAGE>

         Venerando J. Indelicato, 70, 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,  43, 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,  when it was sold to an unaffiliated third party. Since that time, Mr.
Blyer has been an independent consultant.

         Lloyd  Frank,  78, 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, 43, 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,  71, 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,  2003,  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, 2003.

         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, 2003.

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, 2003, the Audit
Committee:

o    Reviewed and discussed the audited  consolidated  financial  statements for
     the fiscal year ended June 30, 2003 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, 2003 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,
2003 for services in all  capacities to the Company  during the Company's  2003,
2002 and 2001 fiscal years:

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

<S>                                   <C>             <C>                                          <C>    <C>
Michael S. Steiner,                   2003            $250,000               --                    $1,000 (1)
President and Chief                   2002             225,000               --                       875
Executive Officer                     2001             175,000               --                       875
</TABLE>
----------------------
(1)      "All Other  Compensation"  for fiscal  2003  represents  the  Company's
         matching  contribution  in fiscal 2003 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.

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, 2003 nor were any options held by Mr.
Steiner at June 30, 2003.

STANDARD REMUNERATION OF DIRECTORS

         Each  non-employee  director  receives a fee of $5,000  per annum.  The
Chairman  of the  Audit  Committee  (presently  Alan M.  Grunspan)  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

         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.




                                      -6-
<PAGE>


                                  MISCELLANEOUS

AUDITORS

         BDO Seidman, LLP ("BDO Seidman") has acted as the Company's independent
auditors  since the  Company's  1999  fiscal  year.  The 2003  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 selected BDO Seidman to act as auditors for the Company during the
year  ending  June 30,  2004.  The  Audit  Committee  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 and  expenses  billed to the Company by BDO Seidman for
its audit of the Company's annual  financial  statements for the year ended June
30,  2003  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 $55,650.

         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, 2003.

         All Other Fees

         Fees and  expenses  billed to the Company by BDO  Seidman for  services
rendered  during the Company's 2003 fiscal year for all other services  rendered
to the Company, comprising tax preparation services, totaled $5,000.

         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, 2003 were timely filed.



                                      -7-
<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 2004 must be received by the Company
at its principal executive offices, 290 N.E. 68th Street,  Miami, Florida 33138,
by June 19, 2004. 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 2, 2004.  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 17, 2003



                                      -8-
<PAGE>

                               DRYCLEAN USA. INC.
|X|   PLEASE MARK VOTES
      AS IN THIS EXAMPLE

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

          NOVEMBER 13, 2003

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 Thursday,  November 13, 2003  (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.


Election of Directors:

<TABLE>
<CAPTION>
          <S>                                                                           <C>              <C>            <C>
         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                            EACH PROPERLY  EXECUTED  PROXY WILL BE VOTED
            this Proxy in the box below                                          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.


</TABLE>

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

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

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

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

</TEXT>
</DOCUMENT>
