<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>sc13da_msteiner120605.txt
<DESCRIPTION>AMENDMENT NO. 4
<TEXT>
CUSIP No. 262432-10-7
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13D/A
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 4)

                               DRYCLEAN USA, Inc.
                                (Name of Issuer)

                         Common Stock, par value $0.025
                         ------------------------------
                         (Title of Class of Securities)

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

                                Lloyd Frank, Esq.
                              Troutman Sanders 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 6, 2005
           -----------------------------------------------------------
             (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.                               13D                    Page   of   Pages
--------------------------------------------------------------------------------
1.      Names of Reporting Persons.
        I.R.S. Identification Nos. of above persons (entities only).

        Michael S. 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
--------------------------------------------------------------------------------
                  7.      Sole Voting Power             100

Number of                 ------------------------------------------------------
Shares Bene-      8.      Shared Voting Power           4,520,954(1)
ficially Owned
By Each                   ------------------------------------------------------
Reporting         9.      Sole Dispositive Power        2,059,597
Person With
                          ------------------------------------------------------
                  10.     Shared Dispositive Power       0

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

        4,521,054
--------------------------------------------------------------------------------
12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
        Instructions) [  ]

--------------------------------------------------------------------------------
13.     Percent of Class Represented by Amount in Row (11)  Excludes Certain
        Shares (See Instructions) [X]

        64.4%
--------------------------------------------------------------------------------
14.     Type of Reporting Person (See Instructions)

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

----------
(1) Includes 2,019,097 of the shares owned by the Reporting Person and 2,501,857
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.


                                      -2-
<PAGE>

CUSIP No. 262432-10-7
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         This Amendment No. 4 ("Amendment No. 4") amends in their entirety 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. 2 filed on July 27, 2004 and Amendment No. 3 filed on December 29,
2004,  by  Michael S.  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 Amendments Nos. 1, 2, and 3 and this Amendment
No. 4, is referred to collectively as the "Statement."

         Item 5   Interest in Securities of the Issuer

The following information is as at December 7, 2005:

(a) (i) Amount  Beneficially  Owned:  4,521,054.  Includes,  in  addition to 100
shares of the Issuer's  outstanding  Common Stock 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) 2,019,097 (28.7%) of the Issuer's  outstanding  shares of Common Stock owned
by the  Reporting  Person,  (b) 2,019,097  (28.7 %) of the Issuer's  outstanding
shares of Common  Stock  owned by William K.  Steiner,  the  Reporting  Person's
father who does not reside in the Reporting Person's household,  and (c) 482,760
(6.9%) of the  Issuer's  outstanding  shares of Common  Stock  owned by Cindy B.
Greenstein  who has agreed to vote in the election of directors for designees of
the  Reporting  Person and William K. Steiner.  As a result of the  Stockholders
Agreement,  the  Reporting  Person  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 64.4% of the Issuer's  7,024,450 shares of Common Stock outstanding as
of December 7, 2005.

    (ii)  Percent of Class:  64.4%  based on  7,024,450  shares of the  Issuer's
Common Stock outstanding on December 7, 2005.

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

    (i) sole power to vote or to direct the vote - 100

    (ii) shared power to vote or to direct the vote - 4,520,954 (1)

    (iii) sole power to dispose or to direct the disposition of - 2,019,097

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

(1) Includes 2,019,097 of the shares owned by the Reporting Person and 2,501,857
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.


                                      -3-
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CUSIP No. 262432-10-7
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(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
 -----------    --------    -----------   -----    ---------------------
   12/06/05      258,260         0        $1.45    Private Transfer (Settlement
                                                   of Debt) from Alan Greenstein

(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 William K. Steiner each sold
750,000  shares  of the  Company's  Common  Stock to Alan I.  Greenstein,  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 and December 6, 2005,
Mr.  Greenstein  transferred  to each of the  Reporting  Person  and  William K.
Steiner 250,000 and 258,620,  respectively, of those shares, with the Promissory
Note  to  each  Reporting  Person  being  reduced  by  $362,500,  and  $375,000,
respectively, as a result of which the Promissory Note was discharged.

         Contemporaneously with the original transaction,  on July 22, 2004, the
Reporting  Person,  William K.  Steiner and Alan I.  Greenstein  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 to
reflect the revised  share  ownership of the parties.  On December 6, 2005,  Mr.
Greenstein  transferred  the  remaining  482,760  shares  to his  wife  Cindy B.
Greenstein,  who, as required by the  Stockholders  Agreement  described  below,
became  a  party  thereto,  and  Mr.  Greenstein,  William  K.  Steiner  and Ms.
Greenstein  and the  Reporting  Person  entered  into an  Amended  and  Restated
Stockholders Agreement to reflect the revised share ownership of the parties and
amend the voting provisions of the Stockholders Agreement.

         The Amended and  Restated  Stockholders  Agreement  (the  "Stockholders
Agreement")  provides  that the  2,019,097  shares of the Issuer's  Common Stock
owned of record by each of the Reporting Person 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 482,760  shares of the  Issuer's  Common  Stock owned of
record  by  Cindy  B.  Greenstein  (together  with  any  transferee  to whom she
transfers Shares, to the extent of the Shares so transferred,  collectively, the
"Greenstein  Stockholders") are, 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 be voted to elect as directors of the Issuer
such  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


                                      -4-
<PAGE>

CUSIP No. 262432-10-7
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designee  not be  replaced by the Board with the a designee  recommended  to the
Board by the  Steiner  Family  Stockholders,  the  parties  to the  Stockholders
Agreement  are 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 Steiner Family Stockholders'.  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 1 -       Merger Agreement (1)

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

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

Exhibit 3(b)      Investment Letter dated July 22, 2004 from Alan Greenstein to
                  the Issuer and the Reporting Person. (3)

Exhibit 3(c)      Investment Letter and Agreement dated December 28, 2004
                  between the Reporting Person and Alan I. Greenstein. (3)

Exhibit 3(d)      Investment Letter and Agreement dated December 6, 2005
                  between the Reporting Person and Alan I. Greenstein. (3)

Exhibit 4(a)      Stockholders Agreement dated as of July 22, 2004 by and among
                  the Reporting Person, William K. Steiner and
                  Alan I. Greenstein. (4)

Exhibit 4(b)      Amendment dated December 28, 2004 by and among the Reporting
                  Person, William K. Steiner and Alan I. Greenstein to the
                  Stockholders Agreement dated as of July 22, 2004. (3)

Exhibit 4(c)      Amended and Restated Stockholders Agreement dated as of
                  December 6, 2005 by and among the Reporting Person, William
                  K. Steiner, Alan I. Greenstein and Cindy B. Greenstein. (3)

----------

(1)      Filed with the Original  Statement.
(2)      Filed with Amendment No. 1 to this Statement.
(3)      Filed herewith.
(4)      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.

                                      -5-

<PAGE>

CUSIP No. 262432-10-7
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                                    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.


Date:  December 7, 2005


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


                                      -6-

<PAGE>

CUSIP No. 262432-10-7
--------------------------------------------------------------------------------



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


EXHIBIT NO.       DESCRIPTION
-----------       -----------

Exhibit 1 -       Merger Agreement (1)

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

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

Exhibit 3(b)      Investment Letter dated July 22, 2004 from Alan Greenstein to
                  the Issuer and the Reporting Person. (3)

Exhibit 3(c)      Investment Letter and Agreement dated December 28, 2004
                  between the Reporting Person and Alan I. Greenstein. (3)

Exhibit 3(d)      Investment Letter and Agreement dated December 6, 2005
                  between the Reporting Person and Alan I. Greenstein. (3)

Exhibit 4(a)      Stockholders Agreement dated as of July 22, 2004 by and among
                  the Reporting Person, William K. Steiner and
                  Alan I. Greenstein. (4)

Exhibit 4(b)      Amendment dated December 28, 2004 by and among the Reporting
                  Person, William K. Steiner and Alan I. Greenstein to the
                  Stockholders Agreement dated as of July 22, 2004. (3)

Exhibit 4(c)      Amended and Restated Stockholders Agreement dated as of
                  December 6, 2005 by and among the Reporting Person, William
                  K. Steiner, Alan I. Greenstein and Cindy B. Greenstein. (3)

----------

(1)      Filed with the Original  Statement.
(2)      Filed with Amendment No. 1 to this Statement.
(3)      Filed herewith.
(4)      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>
