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.


                  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