<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>f8k-07272004.txt
<DESCRIPTION>JULY 27, 2004
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 22, 2004

                               DRYCLEAN USA, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                    DELAWARE
                 ----------------------------------------------
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)

           0-9040                                       11-2014231
           ------                                       ----------
   (COMMISSION FILE NUMBER)                   (IRS EMPLOYER IDENTIFICATION NO.)

                    290 N.E. 68 STREET, MIAMI, FLORIDA 33138
                    ----------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (305) 754-4551

                                 NOT APPLICABLE
          -------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


<PAGE>


Item 5.      Other Events.
-------      -------------

         On July 22, 2004,  William K.  Steiner,  Chairman and a director of the
Company,  and  Michael S.  Steiner,  President,  Chief  Executive  Officer and a
director of the Company,  each sold 750,000 shares of the Company's Common Stock
to Alan I. Greenstein,  Executive Vice President and Chief Operating  Officer of
the  Company,  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.  After  giving  effect to the  transaction,
William K.  Steiner,  Michael S. Steiner and Alan I.  Greenstein  own  1,550,997
(22.1%), 1,510,577 (21.5%) and 1,518,200 (21.6%), respectively, of the Company's
7,014,450 outstanding Common Stock.

         Contemporaneously therewith, William K. Steiner, Michael S. Steiner and
Alan I.  Greenstein  entered  into a  Stockholders  Agreement  pursuant to which
William K. Steiner 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 Company's Common Stock currently owned of record by
William K.  Steiner,  Michael S.  Steiner and Alan I.  Greenstein,  respectively
(collectively  the  "Shares")  to  elect as  directors  of the  Company  (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 Company'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 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 Company'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 Company  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  Company or the
Company'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 Company  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.


<PAGE>

Item 7.    Financial Statements and Exhibits.
-------    ----------------------------------

         (a)      Financial Statements of businesses acquired: None

         (b)      Pro forma financial information: None

         (c)      Exhibits:

                  99.1  Stockholders  Agreement  dated as of July 22, 2004 by
                        and among William K.  Steiner,  Michael S. Steiner and
                        Alan I. Greenstein.


                                    SIGNATURE
                                    ---------

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

                                      DRYCLEAN USA, Inc.


Date:    July 27, 2004                By:  /s/ Michael S. Steiner
                                           -------------------------------------
                                           Michael S. Steiner,
                                           President and Chief Executive Officer


<PAGE>


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

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

99.1              Stockholders Agreement dated as of July 22, 2004 by and among
                  William K. Steiner, Michael S. Steiner and Alan I. Greenstein

</TEXT>
</DOCUMENT>
