<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>sc13da-wsteiner072204.txt
<DESCRIPTION>W. STEINER - 07/22/04
<TEXT>
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13D/A
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 2)*

                               DRYCLEAN USA, INC.
                      -------------------------------------
                                (Name of Issuer)

                          Common Stock, par value $0.25
                     --------------------------------------
                         (Title of Class of Securities)

                                   262432-10-7
                                   -----------
                                 (CUSIP Number)

                                Lloyd Frank, Esq.
                      Jenkens & Gilchrist Parker Chapin LLP
                              The Chrysler Building
                              405 Lexington Avenue
                            New York, New York 10174
                                  212-704-6000
           -----------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                  July 22, 2004
                     ---------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

<PAGE>

CUSIP No. 262432-10-7                    13D                   Page 2 of 5 Pages
--------------------------------------------------------------------------------

1.      Names of Reporting Persons.
        I.R.S. Identification Nos. of above persons (entities only).

        William K. Steiner
--------------------------------------------------------------------------------
2.      Check the Appropriate Box if a Member of a Group (See Instructions)

        (a)    [X]

        (b)    [ ]
--------------------------------------------------------------------------------
3.      SEC Use Only


--------------------------------------------------------------------------------
4.      Source of Funds:  PF


--------------------------------------------------------------------------------
5.     Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
       2(d) or 2(e) [   ]


--------------------------------------------------------------------------------
6.     Citizenship or Place of Organization          United States


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

Number of         7.      Sole Voting Power             40,500
Shares Bene-              ------------------------------------------------------
ficially Owned    8.      Shared Voting Power           4,520,954(1)
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power        1,550,977
Person With               ------------------------------------------------------
                  10.     Shared Dispositive Power      0

--------------------------------------------------------------------------------
11.     Aggregate Amount Beneficially Owned by Each Reporting Person

        4,561,454
--------------------------------------------------------------------------------
12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
        Instructions) [X]

--------------------------------------------------------------------------------
13.     Percent of Class Represented by Amount in Row (11)

        65.0%
--------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

        IN
--------------------------------------------------------------------------------

---------------------
1. Includes  1,510,477 of the shares owned by the Reporting Person and 3,010,477
of the shares owned by others that are subject to a Stockholders  Agreement with
the Reporting Person concerning,  among other things, voting for the election of
directors,  as a result of which the  Reporting  Person  may be deemed to be the
beneficial owner of such shares with shared voting power.


<PAGE>

CUSIP No. 262432-10-7                    13D                   Page 3 of 5 Pages
--------------------------------------------------------------------------------

     This Amendment No. 2 ("Amendment  No. 2") amends Items 5, 6 and 7 contained
in the Schedule  13D filed on November 9, 1998 (the  "Original  Statement"),  as
amended by  Amendment  No. 1 filed on January 20, 2000  ("Amendment  No. 1"), by
William K.  Steiner  (the  "Reporting  Person")  with  respect to the  Reporting
Person's  beneficial  ownership  of Common  Stock,  $.025 par value (the "Common
Stock"),  of DRYCLEAN USA, Inc.  (the "Issuer" or the  "Company").  The Original
Statement,  as amended by Amendment No. 1 and this  Amendment No. 2 are referred
to collectively as the "Statement."

        ITEM 5   INTEREST IN SECURITIES OF THE ISSUER

The following information is as at July 22, 2004:

(a) (i) Amount Beneficially Owned: 4,561,454.  Includes (a) 1,550,977 (22.1%) of
the Issuer's  outstanding  shares of Common Stock owned by the Reporting Person,
(b) 1,510,577 (21.5%) of the Issuer's  outstanding  shares of Common Stock owned
by Michael S.  Steiner,  the  Reporting  Person's son who does not reside in the
Reporting  Person's  household,  and  (b)  1,500,000  (21.4%)  of  the  Issuer's
outstanding  shares of Common Stock owned by Alan I. Greenstein.  As a result of
the  Stockholders  Agreement  described in Item 6 of this Report,  the Reporting
Person,  Michael S. Steiner and Alan I.  Greenstein  are deemed to be a "group,"
within the meaning of Rule 13d-5 under the Securities  Exchange Act of 1934 (the
"Exchange Act"),  and,  therefore,  the Reporting Person may be deemed to be the
beneficial owner within the meaning of Rule 13d-3 of the Exchange Act, of all of
the 4,520,954  Shares subject to the  Stockholders  Agreement,  which  represent
64.5% of the Issuer's  7,014,450  shares of Common Stock  outstanding as of June
30, 2004.

     (ii)  Percent of Class:  65.0% based on  7,014,450  shares of the  Issuer's
Common Stock outstanding on June 30, 2004.

(b) Number of shares to which such person has:

     (i)  sole power to vote or to direct the vote - 40,500

     (ii) shared power to vote or to direct the vote - 4,520,954

     (iii) sole power to dispose or to direct the disposition of - 1,550,977

     (iv) shared power to dispose or to direct the disposition of - 0

(c) The following is a schedule of the  transactions by the Reporting  Person in
the Issuer's Common Stock during the 60 days immediately preceding the filing of
this Amendment:

    Date of             Number of Shares
    -------             ----------------
  Transaction     Acquired         Disposed of    Price    Nature of Transaction
  -----------     --------         -----------    -----    ---------------------
    07/22/04          0              750,000      $1.45    Private Sale to
                                                           Alan Greenstein

<PAGE>

CUSIP No. 262432-10-7                    13D                   Page 4 of 5 Pages
--------------------------------------------------------------------------------

(d) No other person is known to have the right to receive, or the power to
direct the receipt of, dividends from, or the proceeds from the sale of, the
securities of the Issuer owned by the Reporting Person.

(e) Not applicable.

        ITEM 6   CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
                 RESPECT TO SECURITIES OF THE ISSUER

     On July 22,  2004,  the  Reporting  Person and Michael S. Steiner each sold
750,000  shares  of the  Company's  Common  Stock to Alan I.  Greenstein,  for a
purchase price of $1,087,500  payable to each seller,  consisting of $350,000 in
cash and a $737,500  Promissory  Note  payable on July 22,  2005  secured by the
shares sold.

     Contemporaneously  therewith,  the Reporting  Person and Michael S. Steiner
and Alan I. Greenstein  entered into a Stockholders  Agreement pursuant to which
the Reporting  Person and Michael S. Steiner  (together with any  transferees to
whom either of them transfers  Shares,  as defined  below,  to the extent of the
Shares so transferred, collectively, the "Steiner Family Stockholders") and Alan
J. Greenstein  (together with any transferee to whom he transfers Shares, to the
extent   of  the   Shares  so   transferred,   collectively,   the   "Greenstein
Stockholders")  have agreed,  except to the extent otherwise agreed from time to
time by each  of:  (a) the  holders  of a  majority  of the  Shares  held by the
Greenstein  Stockholders and (b) the holders of a majority of the Shares held by
the Steiner Family Stockholders, to vote the 1,510,477,  1,510,477 and 1,500,000
shares,  respectively,  of the Issuer's  Common Stock currently own of record by
the Reporting  Person,  Michael S. Steiner and Alan I. Greenstein,  respectively
(collectively  the  "Shares")  to elect as  directors  of the  Issuer of (x) one
designee  as may be  selected by the holders of a majority of the Shares held by
the Greenstein  Stockholders  and (y) such other designees as may be selected by
the holders of a majority of the Shares held by the Steiner Family Stockholders.
Should  any  designee  of the  Greenstein  Stockholders  or the  Steiner  Family
Stockholders resign,  determine not to seek re-election to the Issuer's Board of
Directors (the "Board"),  be removed from office,  die, become  incapacitated or
otherwise cease to serve on the Board,  and should such designee not be replaced
by the Board with the a  designee  recommended  to the Board by the  stockholder
group who designated the director being replaced, or should such designee's term
of office expire,  the parties to the  Stockholders  Agreement agree to take all
such action as may be permitted under the Issuer's  Certificate of Incorporation
or By-laws and laws of its state of  incorporation to promptly call a special or
other  meeting of  stockholders  of the  Issuer  and vote,  or execute a written
consent,  to elect as the successor to such former director a person  designated
by the holders of a majority of the Shares held by the  stockholder  group whose
designee is to be replaced.  The  Stockholders  Agreement is to terminate on the
earliest  to occur of (i) the date  agreed to in writing by the owners of record
of a  majority  of the  Shares  and (ii) the  liquidation  of the  Issuer or the
Issuer's merger with, or sale of substantially  all of its assets to, or another
change in control  transaction  with,  another  entity  that is  approved by the
Board, following which transaction or series of transactions the stockholders of
the Issuer  immediately


<PAGE>

CUSIP No. 262432-10-7                    13D                   Page 5 of 5 Pages
--------------------------------------------------------------------------------

prior  to the  first  of such  transactions  do not  own  more  than  50% of the
outstanding  voting power of the resulting  entity at the effective  date of the
last of such transactions.

        ITEM 7   MATERIAL TO BE FILED AS EXHIBITS

Exhibit 1 -     Merger Agreement (1)

Exhibit 2 -     Engagement Letter between the Issuer and Slusser Associates,
                Inc. (1)

Exhibit 3 -     Investment Letter dated January 13, 2000 from RAM Capital
                Management Trust to the Issuer and the Reporting Person. (2)

Exhibit 4(a)    Investment Letter dated July 22, 2004 from Alan Greenstein to
                the Issuer and the Reporting Person.

Exhibit 4(b)    Stockholders Agreement dated as of July 22, 2004 by and among
                the Reporting Person, Michael S. Steiner and Alan I.
                Greenstein. (3)

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

(1)  Filed with the Original Statement.

(2)  Filed with Amendment No. 1 to this Statement.

(3)  Incorporated by reference to Exhibit 99.1 to the Issuer's Current Report on
     Form 8-K dated (date of earliest event reported) July 22, 2004.



                                    SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.



Dated:  July 26, 2004

                                                /s/ William K. Steiner
                                                --------------------------------
                                                William K. Steiner


</TEXT>
</DOCUMENT>
