<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>sch13d-greenstein07222004.txt
<DESCRIPTION>ALAN I. GREENSTEIN - JULY 22, 2004
<TEXT>
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934


                               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 8 Pages
--------------------------------------------------------------------------------

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

        Alan I. Greenstein
--------------------------------------------------------------------------------
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             18,200
Shares Bene-              ------------------------------------------------------
ficially Owned    8.      Shared Voting Power        4,520,954(1)
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power     1,518,200
Person With               ------------------------------------------------------
                  10.     Shared Dispositive Power           0

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

        4,539,154
--------------------------------------------------------------------------------
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)

        64.7%
--------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

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

----------
(1) Includes 1,500,000 of the shares owned by the Reporting Person and 3,020,954
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 8 Pages
--------------------------------------------------------------------------------

ITEM 1  SECURITY AND ISSUER

        This statement relates to the Common Stock, $.025 par value (the "Common
Stock"),  of DRYCLEAN USA, Inc.  (the "Issuer" or the  "Company").  The Issuer's
executive offices are located at 290 N.E. 68 Street, Miami, Florida 33138.

ITEM 2  IDENTITY AND BACKGROUND

        (a)    This  statement is filed by Alan I.  Greenstein  (the  "Reporting
               Person").

        (b)    The address of the  principal  business  office of the  Reporting
               Person is c/o Steiner-Atlantic  Corp., 290 N.E. 68 Street, Miami,
               Florida 33138.

        (c)    The Reporting Person is Executive Vice President, Chief Operating
               Officer and a director of the Issuer, 290 N.E. 68 Street,  Miami,
               Florida 33138, a supplier of dry cleaning  equipment,  industrial
               laundry equipment and steam boilers.

        (d)    During the last five  years,  the  Reporting  Person has not been
               convicted in a criminal proceeding  (excluding traffic violations
               or similar misdemeanors).

        (e)    During the last five years,  the Reporting  Person has not been a
               party to a civil proceeding of a judicial or administrative  body
               of  competent  jurisdiction  as a result of which such  person or
               entity  was or is subject to a  judgment,  decree or final  order
               enjoining  future  violations  of, or  prohibiting  or  mandating
               activities  subject  to,  Federal  or  State  securities  laws or
               findings of any violation with respect to such laws.

        (f)    The Reporting Person is a citizen of the United States.

ITEM 3  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

        The shares of the  Issuer's  Common  Stock  purchased  by the  Reporting
Person  prior to the  date of this  Statement  were  acquired  for an  aggregate
purchase price of  $2,211,753,  consisting of $736,753 in cash from the personal
funds of the Reporting  Person and promissory  notes in the aggregate  principal
amount of  $1,475,000.  Included in such shares is 750,000  shares  purchased on
July 22,  2004 from each of  Michael  S.  Steiner,  President,  Chief  Executive
Officer and a director of the Issuer,  and William K.  Steiner,  Chairman of the
Board of  Directors  and a  director  of the  Company  for  $1.45  per  share or
$1,087,500 ($2,175,000 in the aggregate),  of which $350,000 was paid to each in
cash,  with  the  balance  being  evidenced  by  promissory  notes,  each in the
principal amount of $737,500.  Each promissory note is payable on July 22, 2005,
bears  interest  at the rate of 2.5%  per  annum  and is  secured,  pursuant  to
Security  Agreements  dated July 22, 2004,  by the Common Stock  acquired by the
Reporting Person from the person to whom the promissory note was issued.

<PAGE>

CUSIP No.  262432-10-7                  13D                    Page 4 of 8 Pages
--------------------------------------------------------------------------------

ITEM 4  PURPOSE OF TRANSACTION

        The purpose of the Reporting  Person's  acquisition  of shares of Common
Stock of the Issuer is for investment. As a result of the Stockholders Agreement
described  in Item 6 of this  Schedule,  the  Reporting  Person may be deemed to
share control of the Issuer with Michael S. Steiner and William Steiner.  Except
as described in Item 6 of this Schedule,  the Reporting Person does not have any
present  plans or  proposals  (although  the  right  to  develop  such  plans or
proposals is reserved) that relate to or would result in: (a) the disposition of
securities of the Issuer,  (b) any change in the dividend  policy of the Issuer,
(c) any other  material  change in the  Issuer's  current  business or corporate
structure,  (d) any  change in the  Issuer's  charter,  by-laws  or  instruments
corresponding  thereto or other  actions  which may impede  the  acquisition  of
control of the Issuer by any person,  (e) a class of securities of the Issuer to
be delisted from a national  securities exchange or cease being authorized to be
quoted in an inter-dealer  quotation system of a registered  national securities
association,  (f) a class of equity  securities of the Issuer becoming  eligible
for termination of registration  pursuant to Section  12(g)(4) of the Securities
Exchange Act of 1934 or (g) any action similar to any of those enumerated above.

ITEM 5  INTEREST IN SECURITIES OF THE ISSUER

The following information is as at July 22, 2004:

(a) (i) Amount Beneficially Owned: 4,539,154.  Includes (a) 1,518,200 (21.6%) of
the Issuer's  outstanding  shares of Common Stock owned by the Reporting  Person
and, (b) 1,510,577  (21.5%) of the Issuer's  outstanding  shares of Common Stock
owned by each of Michael S. Steiner and William K.  Steiner.  As a result of the
Stockholders  Agreement  described  in Item 6 of this  Schedule,  the  Reporting
Person,  Michael S.  Steiner and William K.  Steiner 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, as well as 18,200  shares owned by the  Reporting  Person that are not
subject to the Stockholders Agreement.

        (ii) Percent of Class:  64.7% 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 - 18,200

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

        (iii)  sole power to dispose or to direct the disposition of - 1,518,200

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

<PAGE>

CUSIP No.  262432-10-7                  13D                    Page 5 of 8 Pages
--------------------------------------------------------------------------------

(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:

<TABLE>
<CAPTION>

        Date of                    Number of Shares
        -------                    ----------------
      Transaction            Acquired         Disposed of         Price     Nature of Transaction
      -----------            --------         -----------         -----     ---------------------
<S>     <C>                      <C>            <C>               <C>       <C>
        07/22/04                 0              750,000           $1.45     Private Purchase From
                                                                            Michael S. Steiner

        07/22/04                 0              750,000           $1.45     Private Purchase From
                                                                            William K. Steiner
</TABLE>

(d)     No person other than the Reporting  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  purchased  750,000 shares of the
Issuer's Common Stock from each of Michael S. Steiner and William K. Steiner 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,  Michael S. Steiner
and William K. Steiner entered into a Stockholders  Agreement  pursuant to which
Michael S. Steiner and William K. 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  the
Reporting Person (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 of the  Issuer's  Common  Stock  currently  own of record by  Michael  S.
Steiner, William K. Steiner and the Reporting Person, respectively (collectively
the  "Shares")  to elect as  directors  of the Issuer (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

<PAGE>

CUSIP No.  262432-10-7                  13D                    Page 6 of 8 Pages
--------------------------------------------------------------------------------

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  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 No.     Description
-----------     -----------

     1(a)       Investment  Letter,  dated  July 22,  2004,  from the  Reporting
                Person to Michael S. Steiner

     1(b)       Promissory  Note, dated July 22, 2004, from the Reporting Person
                in favor of Michael S. Steiner.

     1(c)       Security  Agreement,  dated July 22,  2004,  from the  Reporting
                Person in favor of Michael S. Steiner.

     2(a)       Investment  Letter,  dated  July 22,  2004,  from the  Reporting
                Person to William K. Steiner

     2(b)       Promissory  Note, dated July 22, 2004, from the Reporting Person
                in favor of William K. Steiner.

     2(c)       Security  Agreement,  dated July 22,  2004,  from the  Reporting
                Person in favor of William K. Steiner.

     3.         Stockholders  Agreement  dated as of July 22,  2004 by and among
                the Reporting Person,  Michael S. Steiner and William K. Steiner
                (1)

----------
(1)  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.

<PAGE>

CUSIP No.  262432-10-7                  13D                    Page 7 of 8 Pages
--------------------------------------------------------------------------------

                                    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/ Alan I. Greenstein
                                        ----------------------------------------
                                                 Alan I. Greenstein










<PAGE>

CUSIP No.  262432-10-7                  13D                    Page 8 of 8 Pages
--------------------------------------------------------------------------------

Exhibit No.     Description
-----------     -----------

     1(a)       Investment  Letter,  dated  July 22,  2004,  from the  Reporting
                Person to Michael S. Steiner

     1(b)       Promissory  Note, dated July 22, 2004, from the Reporting Person
                in favor of Michael S. Steiner.

     1(c)       Security  Agreement,  dated July 22,  2004,  from the  Reporting
                Person in favor of Michael S. Steiner.

     2(a)       Investment  Letter,  dated  July 22,  2004,  from the  Reporting
                Person to William K. Steiner

     2(b)       Promissory  Note, dated July 22, 2004, from the Reporting Person
                in favor of William K. Steiner.

     2(c)       Security  Agreement,  dated July 22,  2004,  from the  Reporting
                Person in favor of William K. Steiner.

     3.         Stockholders  Agreement  dated as of July 22,  2004 by and among
                the Reporting Person,  Michael S. Steiner and William K. Steiner
                (1)

----------
(1)  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.

</TEXT>
</DOCUMENT>
