-----BEGIN PRIVACY-ENHANCED MESSAGE-----
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<SEC-DOCUMENT>0000910680-04-001328.txt : 20041229
<SEC-HEADER>0000910680-04-001328.hdr.sgml : 20041229
<ACCEPTANCE-DATETIME>20041229160023
ACCESSION NUMBER:		0000910680-04-001328
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20041229
DATE AS OF CHANGE:		20041229

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Greenstein Alan I
		CENTRAL INDEX KEY:			0001291532

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		BUSINESS PHONE:		954-888-1727

	MAIL ADDRESS:	
		STREET 1:		3738 GULFSTREAM WAY
		CITY:			DAVIE
		STATE:			FL
		ZIP:			33028

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DRYCLEAN USA INC
		CENTRAL INDEX KEY:			0000065312
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE & TELEGRAPH APPARATUS [3661]
		IRS NUMBER:				112014231
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-30014
		FILM NUMBER:		041231224

	BUSINESS ADDRESS:	
		STREET 1:		290 NE 68 STREET
		CITY:			MIAMI
		STATE:			FL
		ZIP:			33138
		BUSINESS PHONE:		3057544551

	MAIL ADDRESS:	
		STREET 1:		290 NE 68 STREET
		CITY:			MIAMI
		STATE:			FL
		ZIP:			33138

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	METRO TEL CORP
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>sc13d-aig122804.txt
<DESCRIPTION>SCHEDULE 13D
<TEXT>
                                                   -----------------------------
                                                             OMB APPROVAL
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                                                   OMB Number 3235-0145
                                                   Expires: December 31, 2005
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)

                               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
                              405 Lexington Avenue
                            New York, New York 10174
                                  212-704-6000
                  ---------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                December 28, 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 [ ]

<PAGE>

CUSIP No. 262432-10-7                   13D                  Page 2  of  7 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             13,200
Shares Bene-              ------------------------------------------------------
ficially Owned    8.      Shared Voting Power           4,520,954/1/
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power        1,013,200
Person With               ------------------------------------------------------
                  10.     Shared Dispositive Power      0

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

        4,534,154
- --------------------------------------------------------------------------------
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)

        64.6%
- --------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

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

- --------
1. Includes  1,000,000 of the shares owned by the Reporting Person and 3,520,954
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  7 Pages
- --------------------------------------------------------------------------------

This Amendment No. 1 ("Amendment No. 1") amends in their entirety Items 5, 6 and
7  contained  in the  Schedule  13D  filed  on  July  29,  2004  (the  "Original
Statement") by Alan I. Greenstein  (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 Original  Statement,  as amended by
this Amendment No. 1, is referred to collectively as the "Statement."

Item 5     Interest in Securities of the Issuer

         The following information is as at December 28, 2004:

(a) (i) Amount Beneficially Owned:  4,534,154.  Includes,  in addition to 13,200
shares owned by the Reporting  Person which are not subject to the  Stockholders
Agreement  discussed in Item 6 of this Statement,  the following shares that are
subject to the  Stockholders  Agreement:  (a) 1,000,000  (14.3%) of the Issuer's
outstanding  shares  of  Common  Stock  owned by the  Reporting  Person  and (b)
1,760,477  (25.1%) of the Issuer's  outstanding  shares of Common Stock owned by
each of Michael S. Steiner and William K. Steiner (an  aggregate of 3,520,954 or
50.2% of the Issuer's Common Stock). As a result of the Stockholders  Agreement,
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 December 28, 2004.

         (ii) Percent of Class:  64.6% based on 7,014,450 shares of the Issuer's
Common Stock outstanding on December 28, 2004.

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

         (i)      sole power to vote or to direct the vote - 13,200

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

         (iii)    sole  power to  dispose  or to  direct  the  disposition  of -
                  1,013,200

         (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:

<TABLE>
<CAPTION>
        Date of                    Number of Shares
      Transaction            Acquired         Disposed of         Price     Nature of Transaction
      -----------            --------         -----------         -----     ---------------------
<S>                              <C>            <C>               <C>
        12/28/04                 0              250,000           $1.45     Private Transfer (Sale) to
                                                                            Michael S. Steiner

        12/28/04                 0              250,000           $1.45     Private Transfer (Sale) to
                                                                            William K. Steiner
</TABLE>

<PAGE>

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


         (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 December 28, 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  ($1.45 per share)  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. On December 28, 2004, the Reporting  Person
transferred to each of the Michael S. Steiner and William K. Steiner  250,000 of
those  shares,  with the  Promissory  Notes to each of  Michael S.  Steiner  and
William K. Steiner being reduced by $362,500 to $375,000.

         Contemporaneously with the original transaction,  on July 22, 2004, the
Reporting  Person and Michael S. Steiner and William K.  Steiner  entered into a
Stockholders  Agreement  regarding  the voting of shares then owned of record by
them. On December 28, 2004, the parties amended such Stockholders  Agreement (as
amended, the "Stockholders Agreement") to reflect the revised share ownership of
the parties. Under the Stockholders Agreement, 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
1,760,477,  1,760,477 and 1,000,000 shares of the Issuer's Common Stock owned 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  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

<PAGE>

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

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



       4(b)       Amendment  dated  December 28, 2004 by and among the Reporting
                  Person,  Michael S.  Steiner  and  William  K.  Steiner to the
                  Stockholders  Agreement  dated as of July 22, 2004 among them.
                  (2)

- --------------------
(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.

(2)    Filed herewith.

<PAGE>

CUSIP No. 262432-10-7                   13D                  Page 6  of  7 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: December 29, 2004

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


<PAGE>

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


                                  EXHIBIT INDEX


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

         4(b)     Amendment  dated  December 28, 2004 by and among the Reporting
                  Person,  Michael S.  Steiner and William K. Steiner and to the
                  Stockholders  Agreement  dated as of July 22, 2004 among them.
                  (2)

- --------------------
(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.

(2)    Filed herewith.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>ex4c-sc13da122804.txt
<DESCRIPTION>EX-4(C) ; AMENDMENT TO STOCKHOLDERS AGREEMENT
<TEXT>
                                                                    EXHIBIT 4(c)


                                  AMENDMENT TO
                             STOCKHOLDERS AGREEMENT

         This  Amendment is made as of December 28, 2004 (this  "Amendment")  to
that certain  Stockholders  Agreement  dated as of July 22, 2004 (the  "Original
Stockholders  Agreement")  among Alan I. Greenstein  ("Greenstein"  and together
with any transferee to whom he transfers Shares, as hereinafter  defined, to the
extent of the Shares (as  defined in the  Original  Stockholders  Agreement)  so
transferred,  collectively,  the "Greenstein Stockholders"),  Michael S. Steiner
and William K. Steiner (the "Steiner  Family" and together with any  transferees
to whom any of them transfers Shares to the extent of the Shares so transferred,
collectively,  the  "Steiner  Family  Stockholders").  Each  of  the  Greenstein
Stockholders and the Steiner Family Stockholders are individually referred to as
a "Stockholder" and collectively referred to as the "Stockholders".

         WHEREAS, the parties entered into the Original  Stockholders  Agreement
in  connection  with the purchase by  Greenstein  from the Steiner  Family of an
aggregate of 1,500,000  shares of Common Stock,  par value of $.025 per share of
DRYCLEAN USA, Inc., a Delaware corporation (the "Company"); and

         WHEREAS,  contemporaneously  herewith,  Greenstein is transferring  and
selling to each Michael S. Steiner and William K. Steiner  250,000 (an aggregate
of 500,000) of such Shares; and

         WHEREAS,  an  amendment to the  Stockholders  Agreement is necessary to
reflect  the  original  intent of the  parties in light of such  contemporaneous
transfer;

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
representations,  covenants and agreements set forth herein,  and for other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, the Stockholders hereby agree as follows:

         1. For all purposes of the  Stockholders  Agreement,  the  Stockholders
acknowledge  that,  as of the date  hereof,  the Shares  held by the  Greenstein
Stockholders consist of the 1,000,000 Shares to be owned of record by Greenstein
immediately  following  his  transfer of the 500,000  Shares  being  transferred
contemporaneously herewith to Michael S. Steiner and William K. Steiner, and the
Shares held by the Steiner Family  Stockholders  consist of the 1,760,477 Shares
to be owned of record by each of Michael S.  Steiner and William K.  Steiner (an
aggregate  of  3,520,954  Shares)  immediately  following  the  transfer of such
500,000 Shares to them.

         2.  Capitalized  terms  used,  but not  defined  herein  shall have the
meaning ascribed to such term in the Original Stockholders Agreement.

         3. Except as amended hereby, the Original Stockholders  Agreement shall
remain in full force and effect in accordance with its terms.

         4. This Agreement may be executed in any number of  counterparts,  each
of which shall be deemed an original,  but all of them together shall  represent
the same agreement.

<PAGE>

                  IN WITNESS  WHEREOF,  the parties have  executed and delivered
this Agreement as of the date first written above.



                                                     /s/ Michael S. Steiner
                                                     ---------------------------
                                                     Michael S. Steiner

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

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

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