As filed with the Securities and Exchange Commission on May 22, 2000
                                          Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

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

                               DRYCLEAN USA, INC.
             (Exact name of registrant as specified in its charter)

                    Delaware                               11-2014231
         (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                  Identification No.)

             290 N.E. 68th Street, Miami, Florida              33138
         (Address of Principal Executive Offices)           (Zip Code)

                             1991 STOCK OPTION PLAN
                            (Full title of the plan)

                               Mr. Michael Steiner
                                    President
                               DRYCLEAN USA, Inc.
                              290 N.E. 68th Street
                              Miami, Florida 33138
                     (Name and address of agent for service)

                                 (305) 754-4551
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                             Richard A. Rubin, Esq.
                                Parker Chapin LLP
                              405 Lexington Avenue
                            New York, New York 10174

      Approximate date of commencement of proposed sale to public:  From time to
      time after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
      ----------------------------------------------------------------------------------------------------------------------------
          Title of each                                                                   Proposed maximum             Amount of
       class of securities         Amount to be              Proposed maximum            aggregate offering          registration
         to be registered         registered (1)         offering price per share               price                   fee
      -----------------------     ----------------       ------------------------       -----------------------     --------------
<S>                                 <C>                      <C>                        <C>             <C>             <C>
      Common                         30,000 shares           $0.8125    (2)             $     24,375.00 (2)             $  6.44
      Stock, par value              505,000 shares           $1.00      (2)             $    505,000.00 (2)             $133.32
      $.025 per share                75,000 shares           $2.00      (2)             $    140,000.00 (2)             $ 36.96
                                     10,000 shares           $0.8125    (3)             $      8,125.00 (3)             $  2.15
                                     50,000 shares           $1.0313    (3)             $      5,156.50 (3)             $  1.36
                                    230,000 shares           $1.875     (4)             $    431,250.00 (4)             $113.85
      ----------------------------------------------------------------------------------------------------------------------------
               Total                900,000 shares                                      $   ,113,906.50                 $ 294.08
      ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)      Pursuant to Rule  416(b),  there is also be deemed  covered  hereby all
         additional  securities  resulting from anti-dilution  adjustments under
         the 1991 Stock Option Plan.
(2)      Estimated solely for the purpose of calculating the registration fee on
         the basis  of,  pursuant  to Rule  457(h)(1),  the price at which  such
         outstanding options may be exercised.
(3)      Estimated solely for the purpose of calculating the registration fee on
         the basis  of,  pursuant  to Rule  457(h)(1),  the price at which  such
         outstanding  options  have been  exercised.  These  shares are included
         herein  in the  event  the  registrant  determines  to file a  re-offer
         prospectus  through a  post-effective  amendment  hereto  covering such
         shares.
(4)      Estimated solely for the purpose of calculating the registration fee on
         the basis of,  pursuant to Rules  457(h)(1) and 457(c),  the average of
         the high and low  sales  prices  per share of the  registrant's  Common
         Stock on the American Stock Exchange,  as reported in the  consolidated
         reporting system, on May 19, 2000.
<PAGE>

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

         The registrant's Annual Report on Form 10-KSB for the fiscal year ended
June 30,  1999 and the  registrant's  Quarterly  Reports on Form  10-QSB for the
quarters ended September 30, 1999,  December 31, 1999 and March 31, 2000, all as
heretofore  filed (File No.  0-9040) by the  registrant  with the Securities and
Exchange  Commission  (the  "Commission")  pursuant  to  Section  13(a)  of  the
Securities  Exchange Act of 1934 (the "1934 Act"),  and the  description  of the
registrant's Common Stock contained in the registrant's  Registration  Statement
on Form 8-A  filed on  October  28,  1999  under  the 1934  Act,  including  any
amendment  or report  filed for the purpose of updating  such  description,  are
incorporated herein by reference.

         All  documents  filed  subsequent  to the  date  of  this  Registration
Statement  pursuant to Section 13(a),  13(c), 14 or 15(d) of the 1934 Act, prior
to the filing of a post-effective  amendment which indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document  incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any other  subsequently  filed  document  which  also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement.

Item 4.       Description of Securities.

         Not Applicable.

Item 5.       Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.       Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the "DGCL") provides,  in general,  that a corporation  incorporated  under the
laws of the State of Delaware, such as the registrant,  may indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or completed action,  suit or proceeding (other than a derivative action
by or in the right of the corporation) by reason of the fact that such person is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another  enterprise,  against  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably  believed to be in or
not opposed to the best interests of the  corporation,  and, with respect to any
criminal action or proceeding,  had no reasonable cause to believe such person's
conduct was unlawful. In the case of a derivative action, a Delaware corporation
may indemnify  any such person  against  expenses  (including  attorneys'  fees)


                                      II-2
<PAGE>

actually and reasonably  incurred by such person in connection  with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the corporation,  except that no  indemnification  shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
court determines such person is fairly and reasonably  entitled to indemnity for
such expenses.

         Article Thirteenth of the registrant's Certificate of Incorporation, as
amended,  provides  that, to the full extent  authorized by law, the  registrant
shall  indemnify,  and advance  expenses to, any person made or threatened to be
made a  party  to an  action,  suit  or  proceeding,  whether  criminal,  civil,
administrative  or  investigative,  by  reason  of the fact  that he,  his heir,
executor or administrator,  is or was a director,  officer, employee or agent of
the  registrant  or  serves  or served at the  request  of the  registrant  as a
director,  officer,  employee  or agent of any other  corporation,  partnership,
joint venture, trust or other enterprise.

         Article VI of the registrant's By-Laws implements the provisions of the
registrant's Certificate of Incorporation and sets forth procedures therefor.

         The registrant maintains a Directors' and Officers' Liability Insurance
Policy, including Company Reimbursement,  with Great American Insurance Company,
insuring (a) the directors and officers of the  registrant  against loss arising
from  any  claim  or  claims  made  against  them by  reason  of,  with  certain
exceptions, any actual or alleged error, misstatement,  misleading statement act
or  omission,  or  neglect or breach of duty by them in the  discharge  of their
duties  in  their   capacity  as  directors  or  officers  of  the   registrant,
individually  or  collectively,  or by virtue of their  status as  directors  or
officers and (b) the  registrant  against  loss  arising  from the  registrant's
obligation to indemnify  directors and officers  against such wrongful acts. The
coverage of such policy is $1,000,000 (subject to specified retention amounts in
the case of claims for reimbursement of the Company).

         In addition,  Article  Sixteenth  of the  registrant's  Certificate  of
Incorporation,  as  amended,  provides,  in  general,  that no  director  of the
registrant  shall be liable to the  registrant  or any of its  stockholders  for
monetary  damages  for  breach  of  fiduciary  duty as a  director,  except  for
liability (i) for any breach of the director's duty of loyalty to the registrant
or its  stockholders,  (ii) for  acts or  omissions  not in good  faith or which
involve  intentional  misconduct  or a knowing  violation  of law,  (iii)  under
Section  174 of the DGCL  (which  provides  that  under  certain  circumstances,
directors  may  be  jointly  and  severally  liable  for  willful  or  negligent
violations  of the DGCL  provisions  regarding the payment of dividends or stock
repurchases or redemptions), or (iv) for any transaction from which the director
derived an improper personal benefit.

Item 7.       Exemption from Registration Claimed.

         Not Applicable.

                                      II-3


<PAGE>


Item 8.       Exhibits.

Exhibit
Number
------

4.1(a)   Certificate  of  Incorporation  of the  registrant,  as filed  with the
         Secretary  of  State  of the  State  of  Delaware  on  June  30,  1963.
         Incorporated by reference to Exhibit 4.1(a) to the registrant's Current
         Report on Form 8-K dated (date of earliest event reported)  October 29,
         1998, File No. 0-9040.

4.1(b)   Certificate  of Amendment to the  Certificate of  Incorporation  of the
         registrant,  as filed  with  the  Secretary  of  State of the  State of
         Delaware on March 27, 1968. Incorporated by reference to Exhibit 4.1(b)
         to the registrant's  Current Report on Form 8-K dated (date of earliest
         event reported) October 29, 1998, File No. 0-9040.

4.1(c)   Certificate  of Amendment to the  Certificate of  Incorporation  of the
         registrant,  as filed  with  the  Secretary  of  State of the  State of
         Delaware on  November 4, 1983.  Incorporated  by  reference  to Exhibit
         4.1(c) to the  registrant's  Current  Report on Form 8-K dated (date of
         earliest event reported) October 29, 1998, File No. 0-9040.

4.1(d)   Certificate  of Amendment to the  Certificate of  Incorporation  of the
         registrant,  as filed  with  the  Secretary  of  State of the  State of
         Delaware on  November 5, 1986.  Incorporated  by  reference  to Exhibit
         4.1(d) to the  registrant's  Current  Report on Form 8-K dated (date of
         earliest event reported) October 29, 1998, File No. 0-9040.

4.1(e)   Certificate of Change of Location of Registered Office and of Agent, as
         filed with the  Secretary of State of the State of Delaware on December
         31,  1986.   Incorporated   by  reference  to  Exhibit  4.1(e)  to  the
         registrant's  Current  Report on Form 8-K dated (date of earliest event
         reported) October 29, 1998, File No. 0-9040.

4.1(f)   Certificate of Ownership and Merger of Design Development  Incorporated
         into the registrant,  as filed with the Secretary of State of the State
         of Delaware on June 30,  1998.  Incorporated  by  reference  to Exhibit
         4.1(f) to the  registrant's  Current  Report on Form 8-K dated (date of
         earliest event reported) October 29, 1998, File No. 0-9040.

4.1(g)   Certificate  of Amendment to the  Certificate of  Incorporation  of the
         registrant  as filed  with  the  Secretary  of  State  of the  State of
         Delaware on October 30,  1998.  Incorporated  by  reference  to Exhibit
         4.1(g) to the  registrant's  Current  Report on Form 8-K dated (date of
         earliest event reported) October 29, 1998, File No. 0-9040.

4.1(h)   Certificate  of Amendment to the  Certificate of  Incorporation  of the
         registrant,  as filed  with the  Secretary  of  State  of  Delaware  on
         November  5, 1999.  Incorporated  by  reference  to Exhibit  4.1 to the
         registrant's  Quarterly  Report on Form  10-QSB for the  quarter  ended
         September 30, 1999, File No. 0-9040.

                                      II-4
<PAGE>

4.2      By-Laws of the  registrant,  as amended.  Incorporated  by reference to
         Exhibit 4.2 to the registrant's Quarterly Report on Form 10-QSB for the
         quarter ended September 30, 1999, File No. 0-9040.

*5.1     Opinion  and  consent of Parker  Chapin LLP as to the  legality  of the
         Common Stock being offered.

*23.1    Consent of BDO Seidman, LLP

*23.2    Consent of Parker Chapin LLP (contained in Exhibit 5.01).

*24.1    Powers  of  Attorney  of  officers  and  directors  of  the  registrant
         (included as part of the signature page hereto).

99.1     The  registrant's  1991 Stock Option Plan, as amended.  Incorporated by
         reference to Exhibit 99.3 to the  registrant's  Current  Report on Form
         8-K dated (date of the earliest event reported  October 29, 1998,  File
         No. 0-9040.

-----------
*  Filed herewith.

Item 9.           Undertakings.

         (a)      The undersigned registrant hereby undertakes:


         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;


         (i) To include  any  prospectus  required  by Section  10(a)(3)  of the
Securities Act of 1933;


         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the registration statement;

         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration  statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                                      II-5

<PAGE>

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant  pursuant to the  provisions  described  under Item 6
above, or otherwise,  the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-6

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Miami,  State of  Florida,  on the 22nd day of May,
2000.

                                               DRYCLEAN USA, INC.

                                               By:  /s/ Michael S. Steiner
                                                  ---------------------------
                                                   Michael S. Steiner, President
                                                   and Chief Executive Officer

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints each of Michael S. Steiner,  Venerando J.
Indelicato and Lloyd Frank and each of them, with power of substitution,  as his
attorney-in-fact, in all capacities, to sign any amendments to this registration
statement  (including  post-effective  amendments)  and to file the  same,  with
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-facts or their substitutes may do or cause to be done by virtue
hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 22nd day of May, 2000.

<TABLE>
<CAPTION>

      Signature                                      Title
      ---------                                      -----
<S>                                          <C>
         /s/ Michael S. Steiner
----------------------------------------
           Michael S. Steiner                 President (Chief Executive Officer)


       /s/ Venerando J. Indelicato            Treasurer  (Principal Financial and Accounting Officer)
----------------------------------------
           Venerando J. Indelicato


             /s/ David Blyer
----------------------------------------
                David Blyer                   Director


             /s/ Lloyd Frank
----------------------------------------
                 Lloyd Frank                  Director


          /s/ Alan M. Grunspan
----------------------------------------
               Alan M. Grunspan               Director


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


----------------------------------------
               Stuart Wagner                  Director

</TABLE>


                                      II-7
<PAGE>

EXHIBIT INDEX

Exhibit
Number
------

4.1(a)        Certificate of Incorporation of the registrant,  as filed with the
              Secretary  of State of the  State of  Delaware  on June 30,  1963.
              Incorporated  by reference to Exhibit  4.1(a) to the  registrant's
              Current Report on Form 8-K dated (date of earliest event reported)
              October 29, 1998, File No. 0-9040.

4.1(b)        Certificate of Amendment to the  Certificate of  Incorporation  of
              the registrant,  as filed with the Secretary of State of the State
              of  Delaware  on March 27,  1968.  Incorporated  by  reference  to
              Exhibit  4.1(b)  to the  registrant's  Current  Report on Form 8-K
              dated (date of earliest event reported) October 29, 1998, File No.
              0-9040.

4.1(c)        Certificate of Amendment to the  Certificate of  Incorporation  of
              the registrant,  as filed with the Secretary of State of the State
              of  Delaware on November 4, 1983.  Incorporated  by  reference  to
              Exhibit  4.1(c)  to the  registrant's  Current  Report on Form 8-K
              dated (date of earliest event reported) October 29, 1998, File No.
              0-9040.

4.1(d)        Certificate of Amendment to the  Certificate of  Incorporation  of
              the registrant,  as filed with the Secretary of State of the State
              of  Delaware on November 5, 1986.  Incorporated  by  reference  to
              Exhibit  4.1(d)  to the  registrant's  Current  Report on Form 8-K
              dated (date of earliest event reported) October 29, 1998, File No.
              0-9040.

4.1(e)        Certificate  of Change of  Location  of  Registered  Office and of
              Agent,  as filed  with  the  Secretary  of  State of the  State of
              Delaware  on December  31,  1986.  Incorporated  by  reference  to
              Exhibit  4.1(e)  to the  registrant's  Current  Report on Form 8-K
              dated (date of earliest event reported) October 29, 1998, File No.
              0-9040.

4.1(f)        Certificate   of  Ownership  and  Merger  of  Design   Development
              Incorporated  into the registrant,  as filed with the Secretary of
              State of the State of Delaware on June 30, 1998.  Incorporated  by
              reference to Exhibit 4.1(f) to the registrant's  Current Report on
              Form 8-K dated (date of earliest event reported) October 29, 1998,
              File No. 0-9040.

4.1(g)        Certificate of Amendment to the  Certificate of  Incorporation  of
              the registrant,  as filed with the Secretary of State of the State
              of Delaware on October 30,  1998.  Incorporated  by  reference  to
              Exhibit  4.1(g)  to the  registrant's  Current  Report on Form 8-K
              dated (date of earliest event reported) October 29, 1998, File No.
              0-9040.

4.1(h)        Certificate of Amendment to the  Certificate of  Incorporation  of
              the  registrant,  as filed with the Secretary of State of Delaware
              on November 5, 1999.  Incorporated  by reference to Exhibit 4.1 to
              the  registrant's  Quarterly Report on Form 10-QSB for the quarter
              ended September 30, 1999, File No. 0-9040.

4.2           By-Laws of the registrant,  as amended.  Incorporated by reference
              to Exhibit 4.2 to the registrant's Quarterly Report on Form 10-QSB
              for the quarter ended September 30, 1999, File No. 0-9040.

*5.1          Opinion and consent of Parker Chapin LLP as to the legality of the
              Common Stock being offered.

<PAGE>

*23.1         Consent of BDO Seidman, LLP

*23.2         Consent of Parker Chapin LLP (contained in Exhibit 5.01).

*24.1         Powers of Attorney of officers  and  directors  of the  registrant
              (included as part of the signature page hereto).

 99.1         The registrant's 1991 Stock Option Plan, as amended.  Incorporated
              by reference to Exhibit 99.3 to the registrant's Current Report on
              Form 8-K dated (date of the earliest  event  reported  October 29,
              1998, File No. 0-9040.

-----------
*  Filed herewith.
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As filed with the Securities and Exchange Commission on May 22, 2000
                                          Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

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

                               DRYCLEAN USA, INC.
             (Exact name of registrant as specified in its charter)

                    Delaware                               11-2014231
         (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                  Identification No.)

             290 N.E. 68th Street, Miami, Florida              33138
         (Address of Principal Executive Offices)           (Zip Code)

                             1991 STOCK OPTION PLAN
                            (Full title of the plan)

                               Mr. Michael Steiner
                                    President
                               DRYCLEAN USA, Inc.
                              290 N.E. 68th Street
                              Miami, Florida 33138
                     (Name and address of agent for service)

                                 (305) 754-4551
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                             Richard A. Rubin, Esq.
                                Parker Chapin LLP
                              405 Lexington Avenue
                            New York, New York 10174

      Approximate date of commencement of proposed sale to public:  From time to
      time after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
          Title of each                                                                   Proposed maximum             Amount of
       class of securities         Amount to be              Proposed maximum            aggregate offering          registration
         to be registered         registered (1)         offering price per share               price                   fee
      -----------------------     ----------------       ------------------------       -----------------------     --------------
Common                         30,000 shares           $0.8125    (2)             $     24,375.00 (2)             $  6.44
      Stock, par value              505,000 shares           $1.00      (2)             $    505,000.00 (2)             $133.32
      $.025 per share                75,000 shares           $2.00      (2)             $    140,000.00 (2)             $ 36.96
                                     10,000 shares           $0.8125    (3)             $      8,125.00 (3)             $  2.15
                                     50,000 shares           $1.0313    (3)             $      5,156.50 (3)             $  1.36
                                    230,000 shares           $1.875     (4)             $    431,250.00 (4)             $113.85
      ----------------------------------------------------------------------------------------------------------------------------
               Total                900,000 shares                                      $   ,113,906.50                 $ 294.08
      ----------------------------------------------------------------------------------------------------------------------------
(1)      Pursuant to Rule  416(b),  there is also be deemed  covered  hereby all
         additional  securities  resulting from anti-dilution  adjustments under
         the 1991 Stock Option Plan.
(2)      Estimated solely for the purpose of calculating the registration fee on
         the basis  of,  pursuant  to Rule  457(h)(1),  the price at which  such
         outstanding options may be exercised.
(3)      Estimated solely for the purpose of calculating the registration fee on
         the basis  of,  pursuant  to Rule  457(h)(1),  the price at which  such
         outstanding  options  have been  exercised.  These  shares are included
         herein  in the  event  the  registrant  determines  to file a  re-offer
         prospectus  through a  post-effective  amendment  hereto  covering such
         shares.
(4)      Estimated solely for the purpose of calculating the registration fee on
         the basis of,  pursuant to Rules  457(h)(1) and 457(c),  the average of
         the high and low  sales  prices  per share of the  registrant's  Common
         Stock on the American Stock Exchange,  as reported in the  consolidated
         reporting system, on May 19, 2000.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

         The registrant's Annual Report on Form 10-KSB for the fiscal year ended
June 30,  1999 and the  registrant's  Quarterly  Reports on Form  10-QSB for the
quarters ended September 30, 1999,  December 31, 1999 and March 31, 2000, all as
heretofore  filed (File No.  0-9040) by the  registrant  with the Securities and
Exchange  Commission  (the  "Commission")  pursuant  to  Section  13(a)  of  the
Securities  Exchange Act of 1934 (the "1934 Act"),  and the  description  of the
registrant's Common Stock contained in the registrant's  Registration  Statement
on Form 8-A  filed on  October  28,  1999  under  the 1934  Act,  including  any
amendment  or report  filed for the purpose of updating  such  description,  are
incorporated herein by reference.

         All  documents  filed  subsequent  to the  date  of  this  Registration
Statement  pursuant to Section 13(a),  13(c), 14 or 15(d) of the 1934 Act, prior
to the filing of a post-effective  amendment which indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document  incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any other  subsequently  filed  document  which  also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement.

Item 4.       Description of Securities.

         Not Applicable.

Item 5.       Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.       Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the "DGCL") provides,  in general,  that a corporation  incorporated  under the
laws of the State of Delaware, such as the registrant,  may indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or completed action,  suit or proceeding (other than a derivative action
by or in the right of the corporation) by reason of the fact that such person is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent of another  enterprise,  against  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably  believed to be in or
not opposed to the best interests of the  corporation,  and, with respect to any
criminal action or proceeding,  had no reasonable cause to believe such person's
conduct was unlawful. In the case of a derivative action, a Delaware corporation
may indemnify  any such person  against  expenses  (including  attorneys'  fees)

                                      II-2
actually and reasonably  incurred by such person in connection  with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the corporation,  except that no  indemnification  shall be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
court determines such person is fairly and reasonably  entitled to indemnity for
such expenses.

         Article Thirteenth of the registrant's Certificate of Incorporation, as
amended,  provides  that, to the full extent  authorized by law, the  registrant
shall  indemnify,  and advance  expenses to, any person made or threatened to be
made a  party  to an  action,  suit  or  proceeding,  whether  criminal,  civil,
administrative  or  investigative,  by  reason  of the fact  that he,  his heir,
executor or administrator,  is or was a director,  officer, employee or agent of
the  registrant  or  serves  or served at the  request  of the  registrant  as a
director,  officer,  employee  or agent of any other  corporation,  partnership,
joint venture, trust or other enterprise.

         Article VI of the registrant's By-Laws implements the provisions of the
registrant's Certificate of Incorporation and sets forth procedures therefor.

         The registrant maintains a Directors' and Officers' Liability Insurance
Policy, including Company Reimbursement,  with Great American Insurance Company,
insuring (a) the directors and officers of the  registrant  against loss arising
from  any  claim  or  claims  made  against  them by  reason  of,  with  certain
exceptions, any actual or alleged error, misstatement,  misleading statement act
or  omission,  or  neglect or breach of duty by them in the  discharge  of their
duties  in  their   capacity  as  directors  or  officers  of  the   registrant,
individually  or  collectively,  or by virtue of their  status as  directors  or
officers and (b) the  registrant  against  loss  arising  from the  registrant's
obligation to indemnify  directors and officers  against such wrongful acts. The
coverage of such policy is $1,000,000 (subject to specified retention amounts in
the case of claims for reimbursement of the Company).

         In addition,  Article  Sixteenth  of the  registrant's  Certificate  of
Incorporation,  as  amended,  provides,  in  general,  that no  director  of the
registrant  shall be liable to the  registrant  or any of its  stockholders  for
monetary  damages  for  breach  of  fiduciary  duty as a  director,  except  for
liability (i) for any breach of the director's duty of loyalty to the registrant
or its  stockholders,  (ii) for  acts or  omissions  not in good  faith or which
involve  intentional  misconduct  or a knowing  violation  of law,  (iii)  under
Section  174 of the DGCL  (which  provides  that  under  certain  circumstances,
directors  may  be  jointly  and  severally  liable  for  willful  or  negligent
violations  of the DGCL  provisions  regarding the payment of dividends or stock
repurchases or redemptions), or (iv) for any transaction from which the director
derived an improper personal benefit.

Item 7.       Exemption from Registration Claimed.

         Not Applicable.

                                      II-3
Item 8.       Exhibits.

Exhibit
Number
------

4.1(a)   Certificate  of  Incorporation  of the  registrant,  as filed  with the
         Secretary  of  State  of the  State  of  Delaware  on  June  30,  1963.
         Incorporated by reference to Exhibit 4.1(a) to the registrant's Current
         Report on Form 8-K dated (date of earliest event reported)  October 29,
         1998, File No. 0-9040.

4.1(b)   Certificate  of Amendment to the  Certificate of  Incorporation  of the
         registrant,  as filed  with  the  Secretary  of  State of the  State of
         Delaware on March 27, 1968. Incorporated by reference to Exhibit 4.1(b)
         to the registrant's  Current Report on Form 8-K dated (date of earliest
         event reported) October 29, 1998, File No. 0-9040.

4.1(c)   Certificate  of Amendment to the  Certificate of  Incorporation  of the
         registrant,  as filed  with  the  Secretary  of  State of the  State of
         Delaware on  November 4, 1983.  Incorporated  by  reference  to Exhibit
         4.1(c) to the  registrant's  Current  Report on Form 8-K dated (date of
         earliest event reported) October 29, 1998, File No. 0-9040.

4.1(d)   Certificate  of Amendment to the  Certificate of  Incorporation  of the
         registrant,  as filed  with  the  Secretary  of  State of the  State of
         Delaware on  November 5, 1986.  Incorporated  by  reference  to Exhibit
         4.1(d) to the  registrant's  Current  Report on Form 8-K dated (date of
         earliest event reported) October 29, 1998, File No. 0-9040.

4.1(e)   Certificate of Change of Location of Registered Office and of Agent, as
         filed with the  Secretary of State of the State of Delaware on December
         31,  1986.   Incorporated   by  reference  to  Exhibit  4.1(e)  to  the
         registrant's  Current  Report on Form 8-K dated (date of earliest event
         reported) October 29, 1998, File No. 0-9040.

4.1(f)   Certificate of Ownership and Merger of Design Development  Incorporated
         into the registrant,  as filed with the Secretary of State of the State
         of Delaware on June 30,  1998.  Incorporated  by  reference  to Exhibit
         4.1(f) to the  registrant's  Current  Report on Form 8-K dated (date of
         earliest event reported) October 29, 1998, File No. 0-9040.

4.1(g)   Certificate  of Amendment to the  Certificate of  Incorporation  of the
         registrant  as filed  with  the  Secretary  of  State  of the  State of
         Delaware on October 30,  1998.  Incorporated  by  reference  to Exhibit
         4.1(g) to the  registrant's  Current  Report on Form 8-K dated (date of
         earliest event reported) October 29, 1998, File No. 0-9040.

4.1(h)   Certificate  of Amendment to the  Certificate of  Incorporation  of the
         registrant,  as filed  with the  Secretary  of  State  of  Delaware  on
         November  5, 1999.  Incorporated  by  reference  to Exhibit  4.1 to the
         registrant's  Quarterly  Report on Form  10-QSB for the  quarter  ended
         September 30, 1999, File No. 0-9040.

                                      II-4
4.2      By-Laws of the  registrant,  as amended.  Incorporated  by reference to
         Exhibit 4.2 to the registrant's Quarterly Report on Form 10-QSB for the
         quarter ended September 30, 1999, File No. 0-9040.

*5.1     Opinion  and  consent of Parker  Chapin LLP as to the  legality  of the
         Common Stock being offered.

*23.1    Consent of BDO Seidman, LLP

*23.2    Consent of Parker Chapin LLP (contained in Exhibit 5.01).

*24.1    Powers  of  Attorney  of  officers  and  directors  of  the  registrant
         (included as part of the signature page hereto).

99.1     The  registrant's  1991 Stock Option Plan, as amended.  Incorporated by
         reference to Exhibit 99.3 to the  registrant's  Current  Report on Form
         8-K dated (date of the earliest event reported  October 29, 1998,  File
         No. 0-9040.

-----------
*  Filed herewith.

Item 9.           Undertakings.

         (a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;

         (i) To include  any  prospectus  required  by Section  10(a)(3)  of the
Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the registration statement;

         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration  statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                                      II-5
(2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant  pursuant to the  provisions  described  under Item 6
above, or otherwise,  the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-6
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Miami,  State of  Florida,  on the 22nd day of May,
2000.

                                               DRYCLEAN USA, INC.

                                               By:  /s/ Michael S. Steiner
                                                  ---------------------------
                                                   Michael S. Steiner, President
                                                   and Chief Executive Officer

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints each of Michael S. Steiner,  Venerando J.
Indelicato and Lloyd Frank and each of them, with power of substitution,  as his
attorney-in-fact, in all capacities, to sign any amendments to this registration
statement  (including  post-effective  amendments)  and to file the  same,  with
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-facts or their substitutes may do or cause to be done by virtue
hereof.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 22nd day of May, 2000.
Signature                                      Title
      ---------                                      -----
/s/ Michael S. Steiner
----------------------------------------
           Michael S. Steiner                 President (Chief Executive Officer)

       /s/ Venerando J. Indelicato            Treasurer  (Principal Financial and Accounting Officer)
----------------------------------------
           Venerando J. Indelicato

             /s/ David Blyer
----------------------------------------
                David Blyer                   Director

             /s/ Lloyd Frank
----------------------------------------
                 Lloyd Frank                  Director

          /s/ Alan M. Grunspan
----------------------------------------
               Alan M. Grunspan               Director

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

----------------------------------------
               Stuart Wagner                  Director
II-7
EXHIBIT INDEX

Exhibit
Number
------

4.1(a)        Certificate of Incorporation of the registrant,  as filed with the
              Secretary  of State of the  State of  Delaware  on June 30,  1963.
              Incorporated  by reference to Exhibit  4.1(a) to the  registrant's
              Current Report on Form 8-K dated (date of earliest event reported)
              October 29, 1998, File No. 0-9040.

4.1(b)        Certificate of Amendment to the  Certificate of  Incorporation  of
              the registrant,  as filed with the Secretary of State of the State
              of  Delaware  on March 27,  1968.  Incorporated  by  reference  to
              Exhibit  4.1(b)  to the  registrant's  Current  Report on Form 8-K
              dated (date of earliest event reported) October 29, 1998, File No.
              0-9040.

4.1(c)        Certificate of Amendment to the  Certificate of  Incorporation  of
              the registrant,  as filed with the Secretary of State of the State
              of  Delaware on November 4, 1983.  Incorporated  by  reference  to
              Exhibit  4.1(c)  to the  registrant's  Current  Report on Form 8-K
              dated (date of earliest event reported) October 29, 1998, File No.
              0-9040.

4.1(d)        Certificate of Amendment to the  Certificate of  Incorporation  of
              the registrant,  as filed with the Secretary of State of the State
              of  Delaware on November 5, 1986.  Incorporated  by  reference  to
              Exhibit  4.1(d)  to the  registrant's  Current  Report on Form 8-K
              dated (date of earliest event reported) October 29, 1998, File No.
              0-9040.

4.1(e)        Certificate  of Change of  Location  of  Registered  Office and of
              Agent,  as filed  with  the  Secretary  of  State of the  State of
              Delaware  on December  31,  1986.  Incorporated  by  reference  to
              Exhibit  4.1(e)  to the  registrant's  Current  Report on Form 8-K
              dated (date of earliest event reported) October 29, 1998, File No.
              0-9040.

4.1(f)        Certificate   of  Ownership  and  Merger  of  Design   Development
              Incorporated  into the registrant,  as filed with the Secretary of
              State of the State of Delaware on June 30, 1998.  Incorporated  by
              reference to Exhibit 4.1(f) to the registrant's  Current Report on
              Form 8-K dated (date of earliest event reported) October 29, 1998,
              File No. 0-9040.

4.1(g)        Certificate of Amendment to the  Certificate of  Incorporation  of
              the registrant,  as filed with the Secretary of State of the State
              of Delaware on October 30,  1998.  Incorporated  by  reference  to
              Exhibit  4.1(g)  to the  registrant's  Current  Report on Form 8-K
              dated (date of earliest event reported) October 29, 1998, File No.
              0-9040.

4.1(h)        Certificate of Amendment to the  Certificate of  Incorporation  of
              the  registrant,  as filed with the Secretary of State of Delaware
              on November 5, 1999.  Incorporated  by reference to Exhibit 4.1 to
              the  registrant's  Quarterly Report on Form 10-QSB for the quarter
              ended September 30, 1999, File No. 0-9040.

4.2           By-Laws of the registrant,  as amended.  Incorporated by reference
              to Exhibit 4.2 to the registrant's Quarterly Report on Form 10-QSB
              for the quarter ended September 30, 1999, File No. 0-9040.

*5.1          Opinion and consent of Parker Chapin LLP as to the legality of the
              Common Stock being offered.
*23.1         Consent of BDO Seidman, LLP

*23.2         Consent of Parker Chapin LLP (contained in Exhibit 5.01).

*24.1         Powers of Attorney of officers  and  directors  of the  registrant
              (included as part of the signature page hereto).

 99.1         The registrant's 1991 Stock Option Plan, as amended.  Incorporated
              by reference to Exhibit 99.3 to the registrant's Current Report on
              Form 8-K dated (date of the earliest  event  reported  October 29,
              1998, File No. 0-9040.

-----------
*  Filed herewith.