COINMACH LAUNDRY CORPORATION AND SUBSIDIARIES



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

{ X }    QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
         EXCHANGE ACT OF 1934

For the period ended June 30, 1999

                                       or

{   }    TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________.

Commission File Number 1-11907

                          Coinmach Laundry Corporation
             (Exact name of registrant as specified in its charter)

         Delaware                                     11-3258015
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                   Identification No.)

   55 Lumber Road, Roslyn, New York                      11576
(Address of principal executive offices)               (zip code)

Registrant's telephone number, including area code:   (516) 484-2300


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.
                                                        Yes  [X]  No [ ].

As of the close of business on August 2, 1999,  Coinmach Laundry Corporation had
outstanding  12,927,459 shares of Class A common stock, par value $.01 per share
(the "Common Stock"), and 240,324 shares of non-voting Class B Common Stock, par
value $.01 per share (the "Non-Voting Common Stock").






<PAGE>


                  COINMACH LAUNDRY CORPORATION AND SUBSIDIARIES

                                      INDEX

PART I.
<TABLE>
<CAPTION>

Financial Information                                                                       Page No.
<S>                                                                                            <C>

Item 1. Financial Statements

         Condensed Consolidated Balance Sheets-
         June 30, 1999 (Unaudited) and March 31, 1999                                           3

         Condensed Consolidated Statements of Operations (Unaudited) -
         Three Months Ended June 30, 1999 and 1998                                              4

         Condensed Consolidated Statements of Cash Flows (Unaudited) -
         Three Months Ended June 30, 1999 and 1998                                              5

         Notes to Condensed Consolidated Financial Statements (Unaudited)                     6-7

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                                            8-13

PART II.

Other Information

Item 1. Legal Proceedings                                                                      14

Item 2. Changes in Securities                                                                  14

Item 3. Defaults Upon Senior Securities                                                        14

Item 4. Submission of Matters to a Vote of Security Holders                                    14

Item 5. Other Information                                                                      14

Item 6. Exhibits and Reports on Form 8-K                                                       15

Signature Page                                                                                 16
</TABLE>




                                                               -2-

<PAGE>


                  COINMACH LAUNDRY CORPORATION AND SUBSIDIARIES


PART I.           FINANCIAL INFORMATION

ITEM 1.           Financial Statements
<TABLE>
<CAPTION>

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                            (In thousands of dollars)

                                                                              June 30, 1999               March 31, 19991
                                                                              -------------               --------------
                                                                              (Unaudited)
<S>                                                                                <C>                           <C>


ASSETS:
Cash and cash equivalents                                                       $  27,022                    $  26,515
Receivables, net                                                                    7,790                        8,107
Inventories                                                                        16,920                       16,328
Prepaid expenses                                                                    6,833                        6,552
Advance location payments                                                          79,377                       79,705
Land, property and equipment, net of accumulated
  depreciation of $136,742 and $123,337                                           226,869                      223,610
Contract rights, net of accumulated amortization of
  $78,534 and $70,602                                                             405,231                      413,014
Goodwill, net of accumulated amortization of $22,293
  and $20,318                                                                     107,052                      109,025
Other assets                                                                       18,314                       18,440
                                                                                ---------                   ----------
Total assets                                                                     $895,408                     $901,296
                                                                                =========                   ==========

LIABILITIES AND STOCKHOLDERS' EQUITY:

Accounts payable                                                                 $ 20,677                     $ 20,478
Accrued rental payments                                                            27,675                       26,888
Accrued interest                                                                    7,256                       15,516
Other accrued expenses                                                             12,658                       13,366
Deferred income taxes                                                              80,202                       81,494
11 3/4% Senior Notes                                                              296,655                      296,655
Premium on 11 3/4% Senior Notes, net                                                7,715                        8,023
Credit facility indebtedness                                                      390,308                      384,003
Other long-term debt                                                                6,497                        6,833

Stockholders' equity:
  Common stock and capital in excess of par value                                 104,522                      104,363
  Receivables from management                                                        (219)                        (219)
  Accumulated deficit                                                             (58,538)                     (56,104)
                                                                                ---------                   ----------
Total stockholders' equity                                                         45,765                       48,040
                                                                                ---------                   ----------
Total liabilities and stockholders' equity                                       $895,408                     $901,296
                                                                                =========                   ==========
</TABLE>


See accompanying notes.
------
1. The  March  31,  1999  balance  sheet  has  been  derived  from  the  audited
consolidated financial statements as of that date.


                                       -3-

<PAGE>

                  COINMACH LAUNDRY CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                (In thousands of dollars, except per share data)

<TABLE>
<CAPTION>


                                                                                  Three Months Ended
                                                                            June 30,              June 30,
                                                                              1999                  1998
                                                                       -----------------      ---------------
<S>                                                                           <C>                   <C>

REVENUES                                                                    $133,538             $117,934
COSTS AND EXPENSES:

         Laundry operating expenses                                           87,211               77,568
         General and administrative expenses                                   2,079                1,997
         Depreciation and amortization                                        29,936               26,843
         Stock-based compensation charge                                         159                  221
                                                                            --------             --------
                                                                             119,385              106,629
                                                                            --------             --------

OPERATING INCOME                                                              14,153               11,305

INTEREST EXPENSE, NET                                                         16,740               15,567
                                                                            --------             --------
LOSS BEFORE INCOME TAXES                                                      (2,587)              (4,262)
                                                                            --------             --------
PROVISION (BENEFIT) FOR INCOME TAXES:

         Currently payable                                                     1,139                  108
         Deferred                                                             (1,292)              (1,256)
                                                                            --------             --------
                                                                                (153)              (1,148)
                                                                            --------             --------

NET LOSS                                                                    $ (2,434)           $  (3,114)
                                                                            --------             --------
BASIC AND DILUTED LOSS PER SHARE                                            $   (.18)           $    (.24)
                                                                            ========             ========
WEIGHTED AVERAGE SHARES OUTSTANDING:
         Common Shares                                                    13,167,783           13,167,783

See accompanying notes.
</TABLE>





                                                               -4-

<PAGE>


                  COINMACH LAUNDRY CORPORATION AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                            (In thousands of dollars)

<TABLE>
<CAPTION>

                                                                                                 Three Months Ended
                                                                                       June 30,                    June 30,
                                                                                         1999                        1998
                                                                                      ----------                  ----------
<S>                                                                                       <C>                         <C>

OPERATING ACTIVITIES:
         Net loss                                                                      $ (2,434)                    $(3,114)
         Adjustments to reconcile net loss to net cash
               provided by operating activities:
             Depreciation                                                                13,464                      12,133
             Amortization of advance location payments                                    6,084                       4,985
             Amortization of intangibles                                                 10,388                       9,725
             Deferred income taxes                                                       (1,292)                     (1,256)
             Amortization of premium on 11 3/4% Senior Notes                               (308)                       (309)
             Amortization of debt discount and deferred issue costs                         455                         376
             Stock-based compensation                                                       159                         221

         Change in operating assets and liabilities, net of businesses acquired:
             Other assets                                                                  (840)                       (504)
             Receivables, net                                                               317                        (866)
             Inventories and prepaid expenses                                              (873)                       (294)
             Accounts payable                                                               200                         (79)
             Accrued interest, net                                                       (8,260)                     (8,388)
             Other accrued expenses, net                                                   (689)                      2,546
                                                                                      ----------                  ----------
         Net cash provided by operating activities                                       16,371                      15,176
                                                                                      ----------                  ----------

INVESTING ACTIVITIES:
         Additions to property and equipment                                            (16,201)                    (15,481)
         Advance location payments to location owners                                    (5,126)                     (5,276)
         Additions to net assets related to acquisitions of businesses                     -                        (86,123)
                                                                                      ----------                  ----------
         Net cash used in investing activities                                         ( 21,327)                   (106,880)
                                                                                      ----------                  ----------

FINANCING ACTIVITIES:
         Net proceeds from credit facility                                                6,305                      93,294
         Net repayments of bank and other borrowings                                       (129)                       (226)
         Principal payments on capitalized lease obligations                               (713)                       (565)
         Deferred debt issue costs                                                         -                           (267)
                                                                                      ----------                  ----------
             Net cash provided by financing activities                                    5,463                      92,236
                                                                                      ----------                  ----------
             Net increase in cash and cash equivalents                                      507                         532

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                           26,515                      22,456
                                                                                      ----------                  ----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                                $27,022                     $22,988
                                                                                      ==========                  ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
         Interest paid                                                                  $24,855                     $24,307
                                                                                      ==========                  ==========
         Income taxes paid                                                              $ 1,264                    $    119
                                                                                      ==========                  ==========

NON-CASH FINANCING ACTIVITIES:
         Acquisition of fixed assets through capital leases                           $     631                    $    278
                                                                                      ==========                  ==========
</TABLE>




                                       -5-

<PAGE>


                  COINMACH LAUNDRY CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (continued)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1.  Description of Business

         Coinmach  Laundry   Corporation   ("Coinmach   Laundry"),   a  Delaware
corporation,   through  its   wholly-owned   subsidiaries   (collectively,   the
"Company"),  which  include Coinmach  Corporation  ("Coinmach"),  is the leading
supplier of outsourced  laundry services for multi-family  housing properties in
the United States.  The Company's core business  involves  leasing laundry rooms
from building owners and property management companies, installing and servicing
the laundry equipment and collecting  revenues  generated from laundry machines.
The  Company  owns  and  operates   approximately  771,000  washers  and  dryers
(hereinafter  referred to as "laundry  machines" or "machines") in approximately
75,000  locations  on routes  located  throughout  the United  States and in 165
retail laundromats located throughout Texas and Arizona. Super Laundry Equipment
Corp. ("Super Laundry"), a wholly-owned  subsidiary of Coinmach, is a laundromat
equipment  distribution  company.  The Company also leases laundry  machines and
other household appliances to corporate  relocation  entities,  property owners,
managers of multi-family housing properties and individuals.

2.  Basis of Presentation

         The accompanying  unaudited condensed consolidated financial statements
of the  Company  have  been  prepared  in  conformity  with  generally  accepted
accounting  principles  ("GAAP") for interim financial reporting and pursuant to
the  rules  and   regulations  of  the   Securities  and  Exchange   Commission.
Accordingly, such financial statements do not include all of the information and
footnotes required by GAAP for complete financial statements.  GAAP requires the
Company's  management to make estimates and assumptions  that affect the amounts
reported in the  financial  statements.  Actual  results  could differ from such
estimates.  The interim results presented herein are not necessarily  indicative
of the results to be expected for the entire year.

         In the opinion of management of the Company,  these unaudited condensed
consolidated  financial statements contain all adjustments of a normal recurring
nature  necessary for a fair  presentation  of the financial  statements for the
interim periods presented.

         These unaudited condensed  consolidated  financial statements should be
read in conjunction with the audited consolidated  financial statements included
in Coinmach  Laundry's  Annual  Report on Form 10-K for the year ended March 31,
1999.

3.  Loss per Share

         Basic and  diluted  loss per share for each of the three  months  ended
June 30, 1999 and 1998 was calculated  based upon the weighted average number of
common shares outstanding of 13,167,783.  Conversion of common equivalent shares
(stock options) was not assumed since the results would have been antidilutive.





                                       -6-

<PAGE>


                  COINMACH LAUNDRY CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) (continued)

4.  Debt

         At June 30, 1999, the Company had  outstanding  debt  consisting of (a)
approximately  $296.7  million  of 11 3/4%  Senior  Notes due 2005 (the  "Senior
Notes"),  (b) $271.0 million of term loans, and (c) approximately $119.3 million
of a revolving line of credit. The above mentioned term loans and revolving line
of credit  represent  indebtedness  pursuant to the  Company's  existing  credit
facility (as amended and restated,  the "Amended and Restated Credit Facility"),
which is secured by all of the Company's real and personal  property.  Under the
Amended and Restated Credit  Facility,  the Company has pledged to Bankers Trust
Company, as Collateral Agent, its interests in all of the issued and outstanding
shares  of  capital  stock  of  Coinmach.  In  addition  to  certain  terms  and
provisions,  events of default  and  customary  representations,  covenants  and
agreements,   the  Amended  and  Restated  Credit  Facility   contains   certain
restrictive covenants including, but not limited to, a maximum leverage ratio, a
minimum  consolidated  interest  coverage ratio and limitations on indebtedness,
capital expenditures, advances, investments and loans, mergers and acquisitions,
dividends, stock issuances and transactions with affiliates. Also, the indenture
governing the Senior Notes and the Amended and Restated  Credit  Facility  limit
Coinmach's ability to pay dividends.  In May 1999, the lenders under the Amended
and Restated Credit Facility gave their consent to permit the Company to borrow,
on or prior to May 28, 1999, up to $12.5 million under the existing  acquisition
revolver for working capital purposes.




                                       -7-

<PAGE>


                  COINMACH LAUNDRY CORPORATION AND SUBSIDIARIES


ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

         Except for the historical information contained herein, certain matters
discussed in this document are  forward-looking  statements based on the beliefs
of the Company's  management and are subject to certain risks and uncertainties,
including the risks and  uncertainties  discussed  below, as well as other risks
set forth in the  Company's  Annual Report on Form 10-K for the year ended March
31, 1999. Should these risks or uncertainties materialize,  or should underlying
assumptions prove incorrect, the Company's future performance and actual results
of operations may differ materially from those expected or intended.

General

         The  Company  is  principally  engaged  in the  business  of  supplying
outsourced  laundry services for multi-family  housing  properties.  At June 30,
1999, the Company owned and operated approximately 771,000 washers and dryers in
approximately 75,000 locations on routes throughout the United States and in 165
retail laundromats  located throughout Texas and Arizona.  The Company,  through
Super  Laundry,  its  wholly-owned  subsidiary,  is also a laundromat  equipment
distribution  company.  The  Company  also  leases  laundry  machines  and other
household appliances to corporate relocation entities, property owners, managers
of multi-family housing properties and individuals.

         The Company's primary financial  objective is to increase its cash flow
from  operations.  Cash  flow  from  operations  represents  a  source  of funds
available to service indebtedness and for investment in both internal growth and
growth through  acquisitions.  The Company has experienced net losses during the
past three fiscal years. Such net losses are attributable in part to significant
non-cash charges associated with the Company's execution of its growth strategy,
namely,  high levels of amortization of contract rights and goodwill  related to
the addition of new machines and customers  through  acquisitions  accounted for
under the purchase method of accounting.

         The Company's most  significant  revenue source is its route  business,
accounting  for more than 85% of its revenue.  The Company  provides  outsourced
laundry  services to locations by leasing laundry rooms from building owners and
property  management  companies,  typically on a long-term,  renewable basis. In
return for the exclusive right to provide these services,  most of the Company's
contracts  provide for commission  payments to the location  owners.  Commission
expense (also referred to as rent expense), the Company's single largest expense
item,  is included in laundry  operating  expenses  and  represents  payments to
location owners. Commissions may be fixed amounts or percentages of revenues and
are generally paid monthly.  Also included in laundry operating expenses are the
costs of machine  maintenance  and  revenue  collection  in the route  business,
including  payroll,  parts,  insurance and other related expenses,  the costs of
sales associated with the equipment  distribution  business and certain expenses
related to the  operation  of retail  laundromats.  In  addition  to  commission
payments,  many of the  Company's  leases  require the  Company to make  advance
location payments to the location owners. These advance payments are capitalized
and amortized over the life of the applicable lease.


                                       -8-

<PAGE>


                  COINMACH LAUNDRY CORPORATION AND SUBSIDIARIES


ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS (continued)

General (continued)

         Other  revenue  sources for the Company  include:  (i) leasing  laundry
equipment  and other  household  appliances  and  electronic  items to corporate
relocation   entities,   property  owners,   managers  of  multi-family  housing
properties  and  individuals  (approximately  $3.1  million for the three months
ended June 30, 1999 and $2.4 million for the three months ended June 30,  1998);
(ii) operating, maintaining and servicing retail laundromats (approximately $5.4
million for the three  months ended June 30, 1999 and $4.8 million for the three
months ended June 30, 1998);  and (iii)  constructing  complete  turnkey  retail
laundromats,  retrofitting retail laundromats,  distributing  exclusive lines of
commercial coin and non-coin  operated  machines and parts,  and selling service
contracts  (approximately $10.2 million for the three months ended June 30, 1999
and $6.5 million for the three months ended June 30, 1998).

Results of Operations

         The  following  discussion  should  be read  in  conjunction  with  the
attached unaudited condensed consolidated financial statements and notes thereto
and with the  Company's  audited  consolidated  financial  statements  and notes
thereto  included in the Company's Annual Report on Form 10-K for the year ended
March 31, 1999.

Comparison of the three-month periods ended June 30, 1999 and June 30, 1998

         Revenues  increased  by  approximately  $15.6  million  or 13%  for the
three-month  period  ended  June 30,  1999,  as  compared  to the  prior  year's
corresponding  period.  This improvement in revenues resulted primarily from the
Company's  execution of its  acquisition  strategy and increased  route revenues
resulting from internal expansion.  Based on the historical revenues of acquired
businesses, the Company estimates that approximately $9.7 million of its revenue
increase for the current  three-month period is primarily due to the acquisition
of Cleanco,  Inc. and certain of its affiliates in May 1998 and the  acquisition
of all of the common stock of Gordon & Thomas  Companies,  Inc. in June 1998. In
addition,  the Company's installed machine base increased by approximately 6,500
machines from internal growth for each of the three-month periods ended June 30,
1999 and 1998.  Included in internal  growth are  acquisitions  of small,  local
route operators and new customers secured by the Company's sales force.

         Laundry  operating  expenses  increased  by  approximately  12% for the
three-month  period  ended  June  30,  1999  as  compared  to the  prior  year's
corresponding  period.  This  increase  was  due  primarily  to an  increase  in
commission  expense  related  to  the  improvement  in  revenue.  However,  as a
percentage of revenues,  laundry operating expenses were approximately 65.3% for
the three-month  period ended June 30, 1999 as compared to  approximately  65.8%
for the prior year's corresponding period. This change was primarily due to cost
efficiencies  related to the consolidation of acquisitions  noted above into the
Company's operations.



                                      -9-

<PAGE>


                  COINMACH LAUNDRY CORPORATION AND SUBSIDIARIES


ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS (continued)

Results of Operations (continued)

         General and  administrative  expenses increased slightly for the three-
month period ended June 30, 1999, as compared to the prior year's  corresponding
period.  However,  as a  percentage  of  revenues,  general  and  administrative
expenses  were  approximately  1.6%  for  the  current  period  as  compared  to
approximately 1.7% for the prior year's  corresponding  period.  This change was
primarily  due  to  cost   efficiencies   related  to  the  integration  of  the
acquisitions noted above into the Company's operations.

         Depreciation  and amortization  increased by approximately  12% for the
three-month  period  ended  June 30,  1999,  as  compared  to the  prior  year's
corresponding  period, due primarily to contract rights and goodwill  associated
with  the  above-mentioned  acquisitions,  as well  as an  increase  in  capital
expenditures with respect to the Company's installed base of machines.

         Operating income margins were  approximately  10.6% for the three-month
period  ended  June  30,  1999,  as  compared  to  approximately  9.6%  for  the
three-month  period ended June 30, 1998.  This change was  primarily due to cost
efficiencies related to the integration of the acquisitions noted above into the
Company's operations.

         Interest   expense,   net,   increased  by  approximately  8%  for  the
three-month  period  ended  June 30,  1999,  as  compared  to the  prior  year's
corresponding  period,  due  primarily to increased  borrowing  levels under the
Amended and Restated  Credit  Facility in connection  with certain  acquisitions
mentioned above.

         The effective tax benefit rate  decreased to  approximately  6% for the
current period from approximately 27% for the prior year's corresponding period.
The lower  effective  tax benefit rate is the result of the greater  impact that
non-deductible amortization, which has remained constant, has when added back to
losses before income taxes, which are lower than in corresponding periods.

         EBITDA  (earnings  before   deductions  for  interest,   income  taxes,
depreciation and amortization) before deduction for the stock-based compensation
charges was  approximately  $44.2  million for the three  months  ended June 30,
1999, as compared to approximately $38.4 million for the corresponding period in
1998,  representing an improvement of approximately 15%. EBITDA margins improved
to  approximately  33.1% for the three months  ended June 30, 1998,  compared to
approximately 32.5% for the prior year's  corresponding  period. These increases
are  primarily  the result of  increased  revenues  and  operating  margins,  as
discussed  above.  EBITDA is used by  certain  investors  as an  indicator  of a
company's  historical  ability  to service  debt.  Management  believes  that an
increase in EBITDA is an indication of the Company's improved ability to service
existing  debt,  to sustain  potential  future  increases in debt and to satisfy
capital  requirements.  However,  EBITDA is not intended to represent cash flows
for the  period,  nor has it been  presented  as an  alternative  to either  (a)
operating   income  (as  determined  by  GAAP)  as  an  indicator  of  operating
performance or (b) cash flows from operating, investing and financing activities
(as  determined by GAAP) as a measure of  liquidity.  Given that EBITDA is not a
measurement determined in accordance with


                                      -10-

<PAGE>


                  COINMACH LAUNDRY CORPORATION AND SUBSIDIARIES


ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS (continued)

Results of Operations (continued)

GAAP and is thus  susceptible to varying  calculations,  EBITDA as presented may
not be comparable to other similarly titled measures of other companies.

Liquidity and Capital Resources

         The Company continues to have substantial indebtedness and debt service
requirements.  At June 30,  1999,  the Company had  outstanding  long-term  debt
(excluding  the   unamortized   premium  of   approximately   $7.7  million)  of
approximately  $693.5 million and  stockholders'  equity of approximately  $45.8
million.

         The Company's level of indebtedness will have several important effects
on its future operations,  including,  but not limited to, the following:  (a) a
significant  portion of the Company's cash flow from operations will be required
to pay interest on its indebtedness;  (b) the financial  covenants  contained in
certain of the agreements governing the Company's  indebtedness will require the
Company  to meet  certain  financial  tests and may limit its  ability to borrow
additional  funds or to dispose of assets;  (c) the Company's  ability to obtain
additional  financing in the future for working capital,  capital  expenditures,
acquisitions  or  general  corporate  purposes  may be  impaired;  and  (d)  the
Company's  ability  to  adapt to  changes  in  the  outsourced  laundry services
industry and to economic conditions in general will be limited.

         As the Company has focused on increasing  its cash flow from  operating
activities,  it has made significant capital investments primarily consisting of
capital  expenditures  related to acquisitions,  renewal and growth. The Company
anticipates  that it will  continue  to utilize  cash flows from  operations  to
finance its capital  expenditures and working capital needs,  including interest
payments on its outstanding  indebtedness.  Capital  expenditures  for the three
months ended June 30, 1999 were approximately $21.3 million. Of such amount, the
Company  spent  approximately  $5.4  million  related to the net increase in the
installed  base of  machines of  approximately  6,500  machines.  The balance of
approximately  $15.9 million (which  consists of machine  expenditures,  advance
location  payments  and laundry  room  improvements)  was used to  maintain  the
existing  machine  base  in  current   locations  and  through   replacement  of
discontinued  locations and for general corporate  purposes.  The full impact on
revenues and cash flow generated from capital  expended on acquisitions  and the
net  increase in the  installed  base are not  expected to be  reflected  in the
Company's  financial results until subsequent  reporting  periods,  depending on
certain factors, including the timing of the capital expended. While the Company
estimates that it will generate sufficient cash flows from operations to finance
anticipated  capital  expenditures,  there can be no assurances  that it will be
able to do so.

         The Company's  working  capital  requirements  are, and are expected to
continue to be, minimal since a significant  portion of the Company's  operating
expenses are not paid until after cash is collected from the installed machines.
In connection with certain of the financing  agreements  governing the Company's
indebtedness,  Coinmach is required to make  monthly cash  interest  payments as
required  by the Amended and  Restated  Credit  Facility  and  semi-annual  cash
interest payments on the Senior Notes.


                                      -11-

<PAGE>


                  COINMACH LAUNDRY CORPORATION AND SUBSIDIARIES


ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS (continued)

Liquidity and Capital Resources (continued)

         Management believes that the Company's future operating activities will
generate sufficient cash flow to repay indebtedness outstanding under the Senior
Notes and borrowings under the Amended and Restated Credit Facility or to permit
any necessary  refinancings  thereof.  An inability of the Company,  however, to
comply with covenants or other  conditions under the Amended and Restated Credit
Facility or contained in the  indenture  governing the Senior Notes could result
in an acceleration  of all amounts due  thereunder.  If the Company is unable to
meet its debt service obligations,  it could be required to take certain actions
such as reducing or delaying capital expenditures,  selling assets,  refinancing
or restructuring  its indebtedness,  selling  additional equity capital or other
actions.  There is no assurance  that any of such  actions  could be effected on
commercially  reasonable  terms or on terms  permitted  under  the  Amended  and
Restated Credit Facility or the indenture governing the Senior Notes.

         The  Company's  depreciation  and  amortization  expenses  (aggregating
approximately  $29.9  million for the three months ended June 30, 1999) have the
effect of reducing net income but not operating  cash flow.  In accordance  with
GAAP, a significant  amount of the purchase price of businesses  acquired by the
Company is  allocated  to  "contract  rights,"  which costs are  amortized  over
periods of 15 years.

         As part of its business strategy, the Company will continue to evaluate
opportunities to acquire local,  regional and  multi-regional  route businesses.
There can be no  assurance  that the Company  will find  attractive  acquisition
candidates or effectively manage the integration of acquired businesses into its
existing business. Additionally, the Company expects to utilize excess cash flow
from operations primarily to reduce debt.




                                      -12-

<PAGE>


                  COINMACH LAUNDRY CORPORATION AND SUBSIDIARIES

Year 2000 Compliance

         The year 2000 issue is the result of computer  programs  being  written
using two  digits  rather  than four to define  the  applicable  year.  Computer
programs  that have  time-sensitive  software may recognize a date using "00" as
the year 1900 rather than the year 2000. The Company's  comprehensive  year 2000
initiative is being managed by a team of internal staff and outside consultants.
The team's  activities are designed to ensure that there is no adverse effect on
the Company's core business  operations and that  transactions  with  customers,
suppliers and financial institutions are fully supported.

         During  the 1999  Fiscal  Year,  the  Company  assessed  the year  2000
readiness of its information  technology ("IT") and non-IT systems.  The Company
determined  that it needed to modify  significant  portions of its IT systems so
that such systems will function  properly with respect to dates in the year 2000
and   beyond.   The  Company  has   substantially   completed   its  IT  systems
transformation  and is currently  verifying  the year 2000  compliance  of these
systems.

         In  addition,  as part of its year 2000  initiative,  the  Company  has
contacted its  significant  suppliers,  customers and financial  institutions to
ensure that those parties have  appropriate  plans to remediate year 2000 issues
where their systems interface with the Company's systems or otherwise impact its
operations.  The  Company  is  continuing  to  assess  the  extent  to which its
operations are vulnerable  should those  organizations  fail to properly address
their year 2000 readiness. Based on this review, the Company does not expect the
computer  systems of those  operations to have a material  adverse effect on the
Company's operations.

         While the Company believes its planning efforts are adequate to address
the year 2000 issue,  there can be no guarantee that its computer systems or the
computer  systems  of  other  companies  on  which  the  Company's  systems  and
operations rely will be converted on a timely basis and will not have a material
effect on the operations of the Company. The cost of the year 2000 initiative is
not expected to be material to the Company's  results of  operations,  financial
condition or cash flows.

Inflation and Seasonality

         In general,  the Company's laundry  operating  expenses and general and
administrative expenses are affected by inflation,  and the effects of inflation
may be experienced by the Company in future  periods.  Management  believes that
such  effects  will not be  material  to the  Company.  The  Company's  business
generally is not seasonal.



                                      -13-

<PAGE>


                  COINMACH LAUNDRY CORPORATION AND SUBSIDIARIES

PART II.          OTHER INFORMATION

ITEM 1.           Legal Proceedings

         On April 8,  1999,  Sand v.  Coinmach  Laundry  Corporation,  et. al, a
purported  class  action  securities  fraud  lawsuit,  was filed in the  Federal
District  Court for the Eastern  District of New York (the  "Federal  Securities
Action") naming the Company and certain of its executive officers as defendants.
The  Federal  Securities  Action  was  purportedly  brought  on  behalf  of  all
shareholders  of the Company who  purchased or otherwise  acquired the Company's
Common  Stock  during the  period  August 6, 1997 to  September  29,  1998.  The
complaint in the Federal Securities Action alleges violations of various federal
securities laws, including  misrepresentations  of certain information about the
Company.  The  complaint  in the  Federal  Securities  Action  seeks  damages in
unspecified  amounts.   Although  the  outcome  of  this  proceeding  cannot  be
predicted,  based on the  allegations  contained  in the  complaint,  management
believes  that the Federal  Securities  Action will not have a material  adverse
effect on the  financial  condition,  results of operations or cash flows of the
Company.

         The Company is also party to various legal  proceedings  arising in the
ordinary  course  of  business.   Although  the  ultimate  disposition  of  such
proceedings  is not  presently  determinable,  management  does not believe that
adverse  determinations  in any or all such  proceedings  would  have a material
adverse effect upon the financial condition, results of operations or cash flows
of the Company.

ITEM 2.           Changes in Securities

                  None

ITEM 3.           Defaults Upon Senior Securities

                  Not applicable

ITEM 4.           Submission of Matters to a Vote of Security Holders

                  None

ITEM 5.           Other Information

                  None




                                      -14-

<PAGE>


                  COINMACH LAUNDRY CORPORATION AND SUBSIDIARIES

ITEM 6.           Exhibits and Reports on Form 8-K

                  (a)      Exhibits

                           3.1      Fourth  Amended and Restated  Certificate of
                                    Incorporation     of    Coinmach     Laundry
                                    (incorporated  by reference from Exhibit 3.5
                                    to  Coinmach  Laundry's  Form  10-Q  for the
                                    quarterly  period ended June 30, 1998,  file
                                    number 1-11907)


                           3.2      Third   Amended  and   Restated   Bylaws  of
                                    Coinmach Laundry  (incorporated by reference
                                    from Exhibit 3.1 to Coinmach  Laundry's Form
                                    10-Q   for  the   quarterly   period   ended
                                    September 27, 1996, file number 1-11907)

                           3.3      Certificate    of   Powers,    Designations,
                                    Preferences   and  Relative   Participating,
                                    Optional and other Special  Rights of Series
                                    A   Preferred   Stock  and   Qualifications,
                                    Limitations   and    Restrictions    thereof
                                    (incorporated  by reference from exhibit 3.2
                                    to  Coinmach  Laundry's  Form  10-Q  for the
                                    quarterly  period ended June 28, 1996,  file
                                    number
                                    1-11907)

                           10.78    Coinmach  Laundry Corporation 1998 Employee
                                    Stock Purchase Plan.

                           10.79    Promissory  Note,  dated  May  5,  1999,  of
                                    Mitchell Blatt in favor of Coinmach.

                           27.1     Financial Data Schedule

                  (b)      Reports on Form 8-K

                           None



                                      -15-

<PAGE>


                  COINMACH LAUNDRY CORPORATION AND SUBSIDIARIES

                                   SIGNATURES

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


                                            COINMACH LAUNDRY CORPORATION

Date: August 6, 1999                        /s/    ROBERT M. DOYLE
                                            -------------------------------
                                            Robert M. Doyle
                                            Senior Vice President and Chief
                                            Financial Officer
                                            (On behalf of registrant and as
                                             Principal Financial Officer)




                                      -16-

<PAGE>

                          COINMACH LAUNDRY CORPORATION

                        1998 EMPLOYEE STOCK PURCHASE PLAN


         1.  Purpose.  The  purpose of the Plan is to provide  employees  of the
Company and its Designated  Subsidiaries  with an opportunity to purchase Common
Stock of the  Company at a fixed  price  through  voluntary  payroll  deductions
during the payroll  deduction period. It is the intention of the Company to have
the Plan qualify as an "Employee  Stock  Purchase Plan" under Section 423 of the
Internal  Revenue  Code  of  1986,  as  amended.  The  provisions  of the  Plan,
accordingly,  shall be  construed so as to extend and limit  participation  in a
manner consistent with the requirements of that section of the Code.

         2. Definitions.

            (a) "Board" shall mean the Board of Directors of the Company.

            (b)  "Committee"  shall mean the committee  selected by the Board to
administer  the Plan,  each  member of which shall be a  "disinterested  person"
within the meaning of Rule 16b-3 promulgated under the Exchange Act.

            (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

            (d)  "Common  Stock"  shall  mean the  Class A  Common  Stock of the
Company, $0.01 par value per share.

            (e) "Company" shall mean Coinmach  Laundry  Corporation,  a Delaware
corporation.

            (f) "Compensation"  shall mean the total cash remuneration  (whether
or not  denominated in United States  dollars)  received by an Employee from the
Company or a  Subsidiary  as base  salary or wages.  For  purposes of this Plan,
Compensation  shall not include cash bonuses or other one-time cash incentive or
other  payments  made to an Employee by the  Company  from time to time,  unless
specifically authorized by the Committee.

            (g) "Designated  Subsidiaries"  shall mean Coinmach  Corporation and
the other Subsidiaries which have been designated by the Board from time to time
in its sole discretion as eligible to participate in the Plan.

            (h) "Eligible Employee" shall have the meaning given to such term in
Section 3(a).

            (i)  "Employee"  shall mean any individual who is an employee of the
Company or any Designated  Subsidiary for purposes of tax withholding  under the
Code.  For  purposes  of this  Plan,  if an  Employee  is sick or on a leave  of
absence, such individual shall continue to be considered an Employee.  Where the
period of leave exceeds 90 days and the  individual's  right to re-employment is
not guaranteed either by statute or by contract, such individual shall no longer
be considered an Employee as of the 91st day of such leave.

            (j)  "Enrollment  Date"  shall  mean the first day of each  Offering
Period.



<PAGE>




            (k)  "Exchange  Act" means the  Securities  Exchange Act of 1934, as
amended.

            (l) "Exercise Date" shall mean the last day of each Offering Period.

            (m) "Fair Market  Value"  shall mean,  as of any date for so long as
the  Common  Stock is  listed on the  National  Market  System  of the  National
Association of Securities  Dealers,  Inc. Automated Quotation System ("NASDAQ"),
the value of Common  Stock  equal to the mean  between  the  highest  and lowest
quoted  selling  prices for the Common  Stock (or the mean of the lowest bid and
highest asked prices, if no sales were reported), as quoted on such exchange (or
the exchange  with the greatest  volume of trading in Common Stock) or system on
the date of such  determination,  as reported in The Wall Street Journal or such
other source as the Committee deems reliable; provided, however, that (1) if the
Common Stock is quoted on NASDAQ (but not on the National Market System thereof)
or is regularly quoted by a recognized  securities dealer but selling prices are
not  reported,  its Fair  Market  Value shall be the mean of the closing bid and
asked prices for the Common Stock on the date of such determination, as reported
in The Wall Street Journal or such other source as the Committee deems reliable;
and (2) in the absence of an established  market for the Common Stock,  the Fair
Market Value thereof shall be determined in good faith by the Committee.

            (n)  "Insider"  shall mean any person who is considered an "insider"
with respect to the Company under Section 16 of the Exchange Act.

            (o)  "Offering  Period" shall mean a period of  approximately  three
months (with the exception of the first Offering  Period of the Plan which shall
be such period of time as designated by the Committee),  commencing on the first
Trading Day on or after the first day of each calendar  quarter and  terminating
on the last Trading Day on or prior to the last day of each calendar quarter.

            (p)  "Parent"   shall  mean  a   corporation   which  is  a  "parent
corporation" of the Company within the meaning of Section 424(e) of the Code.

            (q)  "Participant"  shall mean any Eligible  Employee who authorizes
payroll deductions in accordance with the provisions of Section 5.

            (r)  "Plan"  shall  mean  this  Coinmach  Laundry  Corporation  1998
Employee Stock Purchase Plan.

            (s) "Purchase Price" shall mean an amount equal to the lesser of (i)
85% of the Fair  Market  Value of one  share of Common  Stock on the  Enrollment
Date,  or (ii) 85% of the Fair Market  Value of one share of Common Stock on the
Exercise  Date;  provided,  however,  that the  Committee may designate a higher
Purchase Price which is not more than the greater of (i) 100% of the Fair Market
Value of one share of Common Stock on the  Enrollment  Date, or (ii) 100% of the
Fair Market Value of one share of Common Stock on the Exercise  Date;  provided,
further,  that in no case shall the Purchase Price be less than the par value of
the Common Stock.

            (t)  "Reserves"  shall  mean the  number of  shares of Common  Stock
covered by each option under the Plan which have not yet been  exercised and the
number of shares of Common Stock which have been  authorized  for issuance under
the Plan but not yet placed under option.

                                        2

<PAGE>




            (u)  "Subsidiary"  shall mean a  corporation  which is a "subsidiary
corporation" of the Company within the meaning of Section 424(f) of the Code.

            (v) "Trading Day" shall mean a day on which national stock exchanges
and NASDAQ are open for trading.

         3. Eligibility.

            (a) Except as  otherwise  provided in Sections  3(b) and 3(c) below,
all Employees  shall be eligible to participate in the Plan (each,  an "Eligible
Employee").

            (b) The  Committee  may, in its  discretion,  exclude the  following
Employees from  eligibility to participate in the Plan: (i) any Employee who has
been employed by the Company or its  Designated  Subsidiaries  on the Enrollment
Date of such  offering  for less than two full years,  (ii) any  Employee  whose
customary  employment  with the Company or Designated  Subsidiary is twenty (20)
hours or less per week,  (iii) any Employee whose customary  employment with the
Company  or  Designated  Subsidiary  is for not more than five (5) months in any
calendar  year,  and (iv) Highly  Compensated  Employees  (as defined in Section
414(q) of the Code).  Notwithstanding  any other provision  herein,  no Employee
whose  participation  in the  Plan is  prohibited  by  applicable  law  shall be
eligible to participate in the Plan.

            (c) Notwithstanding any other provision herein, no Employee shall be
eligible to participate in the Plan (i) if,  immediately  after the grant of any
option under the Plan,  such Employee would own stock (together with stock owned
by any other person or entity that would be attributed to such Employee pursuant
to Section 424(d) of the Code) of the Company (including,  for this purpose, all
shares of stock  subject to any  outstanding  options to  purchase  such  stock,
whether or not currently  exercisable  and  irrespective of whether such options
are  subject to the  favorable  tax  treatment  of  Section  421(a) of the Code)
possessing five percent (5%) or more of the total combined voting power or value
of all classes of stock of the Company or of any Parent or  Subsidiary,  or (ii)
which  permits his or her rights to  purchase  stock  under all  employee  stock
purchase  plans  (within  the meaning of Section 423 of the Code) of the Company
and its Parents and  Subsidiaries to accrue at a rate which exceeds  Twenty-Five
Thousand Dollars  ($25,000) worth of stock  (determined at the Fair Market Value
of the stock at the time such option is granted) for each calendar year in which
such option is outstanding at any time. The limitation  described in clause (ii)
of the preceding  sentence shall be applied in a manner  consistent with Section
423(b)(8) of the Code.

         4.  Offering  Periods.  The Plan shall be  implemented  by  consecutive
Offering Periods  commencing August 2, 1999, or such later date as chosen by the
Committee,  and continuing  thereafter  until  terminated in accordance with the
provisions of Section 19 hereof.  The  Committee  shall have the power to change
the duration of Offering Periods (including the commencement dates thereof) with
respect to future  offerings  without  stockholder  approval  if such  change is
announced  at least  fifteen (15) days prior to the  scheduled  beginning of the
first Offering Period to be affected thereafter.

                                        3

<PAGE>




         5. Participation.

            (a) An Eligible  Employee may become a Participant in the Plan as of
any Enrollment Date by completing a subscription  agreement  authorizing payroll
deductions  in the  form of  Exhibit  A to this  Plan  and  filing  it with  the
Company's  Employee Benefits  Department at least fifteen (15) days prior to the
applicable  Enrollment  Date,  unless a later time for  filing the  subscription
agreement is set by the Committee for all Eligible  Employees  with respect to a
given Offering  Period. A Participant's  subscription  agreement shall remain in
effect for  successive  Offering  Periods  unless it is either  superseded  by a
replacement  subscription  agreement as provided in Section 6(c)(i)  hereof,  or
terminated as provided in Section 10 hereof.

            (b) Payroll deductions for a Participant shall commence on the first
payroll date  following  the  Enrollment  Date and shall end on the last payroll
date in the Offering Period to which such  authorization  is applicable,  unless
sooner terminated by the Participant as provided in Section 10 hereof.

         6. Payroll Deductions.

            (a) At the time an Eligible Employee files a subscription  agreement
for purposes of purchasing  shares of Common Stock under the Plan, such Eligible
Employee shall,  with respect to each payroll period during an Offering  Period,
elect a percentage to be withheld from Compensation in an amount (expressed as a
whole number  percentage)  not exceeding  ten percent (10%) of the  Compensation
which such Eligible  Employee  receives on each payroll date during the Offering
Period;  provided,  however,  that in no event may any Participant  have payroll
deductions  made for any Offering  Period  which would  result in the  aggregate
amount of such  deductions for the calendar year containing such Offering Period
to exceed the maximum amount permitted under Section 3(c) of this Plan.

            (b) A  payroll  deduction  account  shall  be  maintained  for  each
Participant.

All  payroll  deductions  made  for a  Participant  shall  be  credited  to such
Participant's  payroll  deduction  account under the Plan. A Participant may not
make  any   additional   payments  into  such  account.   The  amounts  in  each
Participant's  payroll deduction account shall be held by the Company until such
amounts are used for the purchase of shares of Common Stock  pursuant to Section
8 herein.

            (c)

                        (i) Subject to Section  6(c)(ii)  hereof,  a Participant
            may discontinue participation in the Plan, as provided in Section 10
            hereof, at any time during the Offering Period prior to the Exercise
            Date. Once an Offering  Period has commenced,  a Participant may not
            increase or decrease the rate of payroll deductions for the existing
            Offering  Period,  but may,  during the  existing  Offering  Period,
            increase or  decrease  the rate of payroll  deductions  for the next
            succeeding  Offering Period by completing or filing with the Company
            a  replacement  subscription  agreement,  at least fifteen (15) days
            prior to the end of that  Offering  Period,  authorizing a change in
            such Participant's payroll deduction rate.

                        (ii) Notwithstanding Sections 6(c)(i) and 10 hereof, the
            Committee  may  require  that any  election  by an  Insider  to make
            payroll  deductions  during an  Offering  Period,  or to increase or
            decrease the rate of such payroll deductions, shall be made pursuant
            to an irrevocable election at least six months prior

                                        4

<PAGE>




            to the  Exercise  Date to  which  such  election  relates.  For this
            purpose, the Committee may allow Insiders to make standing elections
            that will remain in effect for  consecutive  Offering  Periods until
            revoked or changed by the Insider pursuant to a subsequent six-month
            advance irrevocable election.

            (d)   Notwithstanding   the  foregoing,   a  Participant's   payroll
deductions may be decreased to 0% at any time, to the extent necessary to comply
with Section 423(b)(8) of the Code and Section 3(c) hereof.  Payroll  deductions
shall  recommence  at the  rate  provided  in  such  Participant's  subscription
agreement  at the  beginning  of the first  Offering  Period  in the  succeeding
calendar year,  unless  terminated by the  Participant as provided in Section 10
hereof.

            (e) At the time the option is exercised,  in whole or in part, or at
the time some or all of the Common  Stock  issued under the Plan is disposed of,
the Participant must make adequate provisions for the Company's federal,  state,
or other tax withholding  obligations,  if any, which arise upon the exercise of
the option or the disposition of the Common Stock. At any time, the Company may,
but will not be obligated to, withhold from the  Participant's  compensation the
amount  necessary for the Company to meet  applicable  withholding  obligations,
including  any  withholding  required to make  available  to the Company any tax
deductions or benefits attributable to sale or early disposition of Common Stock
by the Employee.

         7. Grant of Option.  On the  Enrollment  Date of each Offering  Period,
each Eligible Employee participating in such Offering Period shall be granted an
option to purchase on the Exercise Date (at the applicable Purchase Price) up to
a number of shares  of Common  Stock  determined  by  dividing  such  Employee's
payroll  deductions  accumulated during such Offering Period and retained in the
Participant's  payroll  deduction  account  as  of  the  Exercise  Date  by  the
applicable  Purchase  Price;  provided,  however,  that such  purchase  shall be
subject to the limitations  set forth in Sections 3(c) and 12 hereof;  provided,
further,  that the Committee may, in its sole discretion,  prior to any Offering
Period  determine  a  maximum  number  of shares  subject  to an option  granted
hereunder  for such  Offering  Period.  Exercise  of the option  shall  occur as
provided in Section 8 hereof,  unless the Participant has withdrawn  pursuant to
Section 10 hereof, and the option for a particular  Offering Period shall expire
on the Exercise Date for such option.

         8. Exercise of Option.  Unless a Participant withdraws from the Plan as
provided in Section 10 hereof,  such  Participant's  option for the  purchase of
shares will be exercised automatically on the Exercise Date, and, subject to the
limitations  set forth in Sections 3(c), 7 and 12 hereof,  the maximum number of
full shares subject to the option shall be purchased for such Participant at the
applicable  Purchase  Price  with the  accumulated  payroll  deductions  in such
Participant's  payroll deduction account.  Fractional shares may be purchased if
so  determined  by the  Committee  in its sole  discretion.  If the  purchase of
fractional  shares is not  permitted by the  Committee,  any payroll  deductions
accumulated  in a  Participant's  account which are not sufficient to purchase a
full share shall be retained in the Participant's  payroll deduction account for
the subsequent Offering Period, subject to earlier withdrawal by the Participant
as  provided  in  Section  10  hereof.  During  the  Participant's  lifetime,  a
Participant's  option to purchase  shares  hereunder is exercisable  only by the
Participant.

         9.  Issuance;  Delivery;   Restriction.  The  shares  of  Common  Stock
purchased  for a  Participant  on an Exercise  Date shall be deemed to have been
issued by the Company for all purposes as of such Exercise  Date.  Prior to such
date,  none of the rights and  privileges  of a  stockholder  of a Company shall
exist with  respect to such shares of Common  Stock.  Certificates  representing
shares of Common Stock acquired under the Plan shall be held by the Company and

                                        5

<PAGE>




delivered to, or in accordance with the direction of Participants  only upon (A)
the  expiration  (or earlier  termination at the discretion of the Committee) of
the  "Withholding  Period"  (as  defined  below),  (B)  the  termination  of the
employment of such  Participant by the Company or any  Designated  Subsidiary or
(C) the  written  request of a  Participant  to deliver  share  certificates  in
connection  with an intended  disposition  or transfer of shares of Common Stock
represented  thereby.  Promptly following the occurrence of either of the events
described in clauses (A), (B) or (C) above, the Company shall issue and deliver,
or cause its transfer  agent to so issue and  deliver,  to or for the account of
each acquiring Participant a certificate representing the shares of Common Stock
acquired by such  Participant  during such Offering Period;  provided,  however,
that  the  Company  shall  be  permitted  to  condition  its  delivery  of  such
certificates  upon the agreement of such  Participant  to allow certain  federal
income tax  withholdings  as may be  required  to be made by the  Company  under
applicable law. For purposes of this Section 9, the  "Withholding  Period" shall
mean the period commencing on the Exercise Date and ending on the later to occur
of (i) the  second  anniversary  of the  Enrollment  Date with  respect  to such
Exercise Date and (ii) the first anniversary of the Exercise Date.

         10. Withdrawal; Termination of Employment.

            (a) Subject to any limitations on Insiders  imposed by the Committee
pursuant to Section 6(c)(ii) hereof, a Participant may withdraw all but not less
than all the payroll deductions credited to such Participant's payroll deduction
account and not yet used to exercise such Participant's option under the Plan at
any time prior to the  Exercise  Date of an  Offering  Period by giving  written
notice  to the  Company  in the  form  of  Exhibit  B to this  Plan.  All of the
Participant's   payroll  deductions  credited  to  such  Participant's   payroll
deduction  account will be paid to such  Participant  promptly  after receipt of
notice of withdrawal  and such  Participant's  rights or interest with regard to
the option for the  Offering  Period will be  automatically  terminated,  and no
further  payroll  deductions  for the purchase of shares will be made during the
Offering  Period.  Unless a  Participant  terminates  participation  before  the
Exercise Date for an Offering  Period,  such  Participant  shall be conclusively
deemed,  as of the close of business on that date, to have  exercised his option
for the  purchase  of a number of shares of Common  Stock equal to the lesser of
(i) the number of shares that can be purchased at the applicable  Purchase Price
by the accumulated  payroll deductions in such  Participant's  payroll deduction
account,  or (ii) the  maximum  number of shares that may be  purchased  by such
Participant  on  such  Exercise   Date,   taking  into  account  any  applicable
restriction thereon. If a Participant withdraws from the Plan during an Offering
Period,  such  Participant may resume  participation  for a subsequent  Offering
Period by  delivering  to the  Company  a new  subscription  agreement  at least
fifteen (15) days prior to the Enrollment Date for such Offering Period.

            (b) Upon a Participant's ceasing to be an Eligible Employee, for any
reason,  such  Participant  will be deemed to have elected to withdraw  from the
Plan and the payroll deductions  credited to such  Participant's  account during
the Offering  Period but not yet used to exercise the option will be returned to
such Participant or, in the case of such  Participant's  death, to the person or
persons entitled thereto under Section 14 hereof, and such Participant's  option
will be automatically terminated.

            (c) A Participant's withdrawal from an Offering Period will not have
any effect upon such  Participant's  eligibility  to  participate in any similar
plan which may hereafter be adopted by the Company.

                                        6

<PAGE>


         11. Interest. No interest or other increment shall accrue or be payable
with respect to any of the payroll deductions of a Participant in the Plan.

         12. Stock.

            (a) Shares offered may be authorized  but unissued  shares of Common
Stock of the Company or  previously  issued  shares  acquired by the Company and
held in its treasury.

            (b) The  maximum  number of shares of Common  Stock  which  shall be
offered under the Plan shall be 1,000,000  shares,  subject to  adjustment  upon
changes in capitalization of the Company as provided in Section 18 hereof. If on
a given  Exercise Date the number of shares with respect to which options are to
be exercised  exceeds the number of shares then  available  under the Plan,  the
Company shall make a pro rata allocation of the shares  remaining  available for
purchase  in as  uniform  a  manner  as  shall  be  practicable  and as it shall
determine to be equitable.

            (c) No  Participant  will have an interest or voting right in shares
covered by such Participant's option until such option has been exercised.

            (d) Shares to be delivered to a Participant  under the Plan shall be
registered in the name of the  Participant or in the name of the Participant and
such Participant's spouse, at the Participant's election.

         13. Administration.

            (a)  Administrative  Body.  The Plan  shall be  administered  by the
Committee.  Subject to the express  provisions of the Plan and such instructions
and limitations as the Board of Directors of the Company may establish from time
to time, the Committee shall have full and exclusive  discretionary authority to
construe,  interpret and apply the terms of the Plan,  to  prescribe,  amend and
rescind rules and regulations relating to the Plan, to determine eligibility, to
fix the terms of each offering,  to adjudicate  all disputed  claims filed under
the Plan and to make all other determinations necessary to the administration of
the Plan. Every finding, decision and determination made by the Committee shall,
to the fullest  extent  permitted by law, be final and binding upon all parties.
Members of the Committee shall not be permitted to participate in the Plan.

            (b)  Rule  16b-3  Limitations.  Notwithstanding  the  provisions  of
Subsection  (a) of this  Section  13, in the event that Rule  16b-3  promulgated
under  the  Exchange  Act,  or  any  successor   provision,   provides  specific
requirements  for the  administrators  of plans of this type,  the Plan shall be
only  administered  by such a body and in such a manner as shall comply with the
applicable  requirements  of Rule 16b-3.  Unless  permitted  by Rule  16b-3,  no
discretion  concerning  decisions  regarding  the Plan shall be  afforded to any
committee  or person  that is not  "disinterested"  as that term is used in Rule
16b-3.

         14. Designation of Beneficiary.

            (a) A Participant  may file a written  designation  of a beneficiary
who is to  receive  any  shares of  Common  Stock  and  cash,  if any,  from the
Participant's  account under the Plan in the event of such  Participant's  death
subsequent  to an Exercise  Date on which the option is  exercised  but prior to
delivery to such Participant of such shares or cash. In addition, a Participant

                                        7

<PAGE>




 may file a written designation of a beneficiary who is to receive any cash from
the Participant's  payroll deduction account under the Plan in the event of such
Participant's death prior to exercise of the option.

            (b)  Such   designation  of  beneficiary   may  be  changed  by  the
Participant  at any time by  written  notice.  In the  event  of the  death of a
Participant  and in the absence of a beneficiary  validly  designated  under the
Plan who is living at the time of such  Participant's  death,  the Company shall
deliver  such shares or cash to the executor or  administrator  of the estate of
the Participant.

         15.   Transferability.   Neither  payroll  deductions   credited  to  a
Participant's  payroll  deduction  account  nor any  rights  with  regard to the
exercise  of an  option or to  receive  shares  under the Plan may be  assigned,
transferred,  pledged or  otherwise  disposed of in any way (other than by will,
the laws of descent and distribution or as provided in Section 14 hereof) by the
Participant.  Any  such  attempt  at  assignment,   transfer,  pledge  or  other
disposition shall be without effect,  except that the Company may treat such act
as an election to withdraw  funds from an  Offering  Period in  accordance  with
Section 10 hereof.

         16. Use of Funds.  All  payroll  deductions  held by the Company may be
used for any  corporate  purposes of the  Company  and the Company  shall not be
obligated to segregate such payroll deductions unless the Committee specifically
provides,  with respect to any Offering Period, that payroll deductions shall be
segregated from the general funds of the Company.

         17. Reports.  Individual  payroll deduction accounts will be maintained
for each Participant in the Plan.  Statements of payroll deduction accounts will
be  given  to all  Participants  at  least  annually,  within  such  time as the
Committee may reasonably determine, which statements will set forth the Purchase
Price, the number of shares purchased and the remaining cash balance, if any, in
such Participant's payroll deduction account.

         18. Adjustments Upon Changes in Capitalization.

            (a) Changes in Capitalization. Subject to any required action by the
stockholders  of the  Company,  the  Reserves  as well as the price per share of
Common  Stock  covered  by each  option  under  the Plan  which has not yet been
exercised shall be  proportionately  adjusted for an increase or decrease in the
number of issued shares of Common Stock  resulting  from a stock split,  reverse
stock split,  stock  dividend,  distribution,  recapitalization,  combination or
reclassification  of the Common Stock,  or any other increase or decrease in the
number of shares of Common Stock effected  without receipt of  consideration  by
the Company; provided, however, that conversion of any convertible securities of
the  Company  shall  not be deemed to have been  "effected  without  receipt  of
consideration."   Such  adjustment  shall  be  made  by  the  Committee,   whose
determination in that respect shall be final, binding and conclusive.  Except as
expressly  provided herein, no issuance by the Company of shares of stock of any
class,  or  securities  convertible  into  shares of stock of any  class,  shall
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an option.

            (b)  Dissolution  or  Liquidation.  In the  event  of  the  proposed
dissolution or liquidation  of the Company,  the Offering  Period will terminate
immediately prior to the consummation of such proposed action,  unless otherwise
determined by the Committee, in the Committee's sole discretion.


                                        8

<PAGE>


            (c) Merger or Asset Sale.  In the event of a proposed sale of all or
substantially  all of the assets of the  Company,  or the merger of the  Company
with or into another corporation, each option under the Plan shall be assumed or
an equivalent  option shall be substituted  by such  successor  corporation or a
parent  or  subsidiary  of such  successor  corporation,  unless  the  Committee
determines,  in the  exercise  of  its  sole  discretion  and in  lieu  of  such
assumption or  substitution,  to shorten the Offering Period then in progress by
setting a new Exercise Date (the "New Exercise Date"). If the Committee shortens
the Offering  Period then in progress in lieu of assumption or  substitution  in
the  event of a merger  or sale of  assets,  the  Committee  shall  notify  each
Participant  in  writing,  at least  ten  (10)  business  days  prior to the New
Exercise  Date,  that the Exercise Date for such  Participant's  option has been
changed to the New  Exercise  Date and that such  Participant's  option  will be
exercised automatically on the New Exercise Date, unless prior to such date such
Participant  has  withdrawn  from the Offering  Period as provided in Section 10
hereof.  For purposes of this paragraph,  an option granted under the Plan shall
be deemed to be assumed if,  following the sale of assets or merger,  the option
confers the right to  purchase,  for each share of option  stock  subject to the
option  immediately  prior to the sale of assets or  merger,  the  consideration
(whether stock,  cash or other  securities or property)  received in the sale of
assets or merger by holders of Common  Stock for each share of Common Stock held
on the  effective  date of the  transaction  (and if such holders were offered a
choice of  consideration,  the type of consideration  chosen by the holders of a
majority of the outstanding shares of Common Stock); provided,  however, that if
such  consideration  received  in the sale of assets or  merger  was not  solely
common stock of the successor  corporation  or its parent (as defined in Section
424(e) of the Code),  the  Committee  may,  with the  consent  of the  successor
corporation and the  Participant,  provide for the  consideration to be received
upon  exercise  of the  option  to be  solely  common  stock  of  the  successor
corporation  or  its  parent  equal  in  fair  market  value  to the  per  share
consideration  received  by  holders  of  Common  Stock in the sale of assets or
merger.

            The  Committee  may, if it so determines in the exercise of its sole
discretion, also make provision for adjusting the Reserves, as well as the price
per share of Common Stock covered by each outstanding  option,  in the event the
Company effects one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of shares of its outstanding  Common Stock, and
in the event of the  Company  being  consolidated  with or merged into any other
corporation.

         19. Amendment or Termination.

            (a) The Board may at any time and for any reason  terminate or amend
the Plan.  Except as  provided  in Section 18 hereof,  no such  termination  may
adversely affect options previously granted; provided, however, that an Offering
Period  may be  terminated  by the  Board  on any  Exercise  Date  if the  Board
determines  that the  termination  of the Plan is in the best  interests  of the
Company  and its  stockholders.  Except as  provided  in Section  18 hereof,  no
amendment may make any change in any option theretofore granted which materially
adversely affects the rights of any Participant without such Participant's prior
written  consent.  To the extent  necessary to comply with Rule 16b-3 or Section
423 of the Code (or any successor rule or provision or any other  applicable law
or regulation), the Company shall obtain stockholder's approval in such a manner
and to such a degree as required. In furtherance of the foregoing,  no amendment
shall be made without  stockholder  approval  which would (i) increase the total
number of shares to be offered under the Plan pursuant to Section 12 (other than
any increase due to changes in  capitalization  described in Section 18) or (ii)
provide for participation in the Plan by individuals who are not employed by the
Company or any Subsidiary.


                                        9

<PAGE>


            (b) Without  stockholder  consent and without  regard to whether any
Participant's  rights may be considered to have been  "adversely  affected," the
Committee shall be entitled to change the Offering Periods,  limit the frequency
or number of changes in the amount  withheld during an Offering  Period,  permit
payroll withholding in excess of the amount designated by a Participant in order
to adjust  for  delays or  mistakes  in the  Company's  processing  of  properly
completed  withholding  elections,  establish  reasonable waiting and adjustment
periods or accounting  and crediting  procedures to ensure that amounts  applied
toward the purchase of Common  Stock for each  Participant  properly  correspond
with amounts withheld from the  Participant's  Compensation,  and establish such
other  limitations or procedures as the Committee finds, in its sole discretion,
advisable and consistent with the Plan.

         20. Notices.  All notices or other  communications  by a Participant to
the Company  under or in  connection  with the Plan shall be deemed to have been
duly given when  received in the form  specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

         21. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option  unless the  exercise of such option and the  issuance  and
delivery of such  shares  pursuant  thereto  shall  comply  with all  applicable
provisions  of law,  domestic or foreign,  including,  without  limitation,  the
Securities Act of 1933, as amended,  the Exchange Act, the rules and regulations
promulgated thereunder and the requirements of any stock exchange upon which the
shares of Common Stock may then be listed,  and shall be further  subject to the
approval of counsel for the Company with respect to such compliance.

            As a condition to the exercise of an option, the Company may require
the person  exercising  such option to represent  and warrant at the time of any
such  exercise  that the  shares of Common  Stock are being  purchased  only for
investment and without any present  intention to sell or distribute  such shares
if, in the opinion of counsel for the Company, such a representation is required
by any of the aforementioned applicable provisions of law.

         22. Term of Plan.  Subject to the approval of the  stockholders  of the
Company at the Company's 1998 annual meeting of its stockholders, the Plan shall
be  effective  as of a date  determined  by the  Board  on or after  the  Plan's
adoption  by the Board;  provided,  however,  that to the extent that rights are
granted under the Plan prior to its approval by  stockholders  of the Company at
the 1998 annual  meeting,  such grants shall be contingent  upon approval of the
Plan by the stockholders of the Company. The Plan shall continue in effect for a
term of ten (10)  years  after its  adoption,  unless  sooner  terminated  under
Section 19 hereof.

         23. Additional  Restrictions of Rule 16b-3. The terms and conditions of
options  granted  hereunder  to, and the  purchase of shares by  Insiders  shall
comply with the applicable  provisions of Rule 16b-3.  This Plan shall be deemed
to contain,  and such options shall contain, and the shares issued upon exercise
thereof shall be subject to, such additional  conditions and restrictions as may
be required by Rule 16b-3 to qualify for the maximum  exemption  from Section 16
of the Exchange Act with respect to Plan transactions.

         24. Liability and Indemnification of Committee. No member or authorized
delegate of the Committee  shall be liable to any person for any action taken or
omitted in connection with the administration of the Plan unless attributable to
his own fraud or willful misconduct;  nor shall the Company or any Subsidiary be
liable to any person for any such action unless attributable to fraud or willful
misconduct on the part of a director or employee of the Company, acting in such

                                       10

<PAGE>


capacity, or any Subsidiary.  The Committee, the individual members thereof, and
persons  acting as the  authorized  delegates of the  Committee  under the Plan,
shall be  indemnified by the Company,  to the fullest  extent  permitted by law,
against  any  and  all  liabilities,   losses,  costs  and  expenses  (including
reasonable  legal fees and expenses) of whatsoever  kind and nature which may be
imposed  on,  incurred by or asserted  against the  Committee  or its members or
authorized delegates by reason of the performance of a Committee function if the
Committee or its members or authorized  delegates did not act  dishonestly or in
willful violation of the laws or regulations  under which such liability,  loss,
cost or  expense  arises.  This  indemnification  shall  not  duplicate  but may
supplement any coverage available under any applicable insurance.

         25. No Right of Employment.  Nothing contained herein shall confer upon
an Eligible  Employee  any right to be retained in the service of the Company or
its  Designated  Subsidiaries,  nor  shall it  interfere  with the  right of the
Company or its  Designated  Subsidiaries  to discharge or otherwise deal with an
Eligible Employee without regard to the existence of this Plan.

         26.  Construction.  All section  headings herein have been inserted for
convenience  of  reference  only and in no way modify,  restrict,  or affect the
meaning  or  interpretation  of any of the  terms or  provisions  of this  Plan.
Whenever used herein, and to the extent appropriate, the masculine,  feminine or
neuter  gender  shall  include  the  plural  and the plural  shall  include  the
singular.

         27. No Strict  Construction.  No rule of strict  construction  shall be
applied  against  the  Company,  the  Committee  or  any  other  person  in  the
interpretation  of any of the  terms  of this  Plan,  or any  rule or  procedure
established by the Committee.

         28. Choice of Law. This Plan and all documents contemplated hereby, and
all remedies in connection therewith and all questions or transactions  relating
thereto, shall be construed in accordance with and governed by the internal laws
of the State of Delaware.



                              *   *   *   *   *


                                       11

<PAGE>


                   EXHIBIT A - FORM OF SUBSCRIPTION AGREEMENT


                          COINMACH LAUNDRY CORPORATION

                          EMPLOYEE STOCK PURCHASE PLAN

                             SUBSCRIPTION AGREEMENT


_____    Original Application                 Enrollment Date:_________________

_____    Change in Payroll Deduction Rate

_____    Change of Beneficiary (ies)

1.       I,   __________________________________________,    hereby   elect   to
         participate in the Coinmach  Laundry  Corporation  (the "Company") 1998
         Employee Stock Purchase Plan (the "Employee  Stock Purchase  Plan") and
         subscribe  to  purchase  shares  of  the  Company's   Common  Stock  in
         accordance  with this  Subscription  Agreement  and the Employee  Stock
         Purchase Plan.

2.       I hereby authorize  payroll  deductions from each paycheck in an amount
         equal to ____% of my  compensation  on each payday (from 1% to 10%) (no
         fractional  percentages are permitted)  during the Offering Period1/ in
         accordance with the Employee Stock Purchase Plan. I understand that:

                  a.       I may not make  additional  payments  into my payroll
                           deduction account;

                  b.       no  interest  will be  credited  on funds  held in my
                           payroll deduction account at any time for any reason;

                  c.       I may  increase  or decrease  the payroll  deductions
                           from  my  account   by  filing  a  new   Subscription
                           Agreement with the Company, however, such increase or
                           decrease will take effect during the next  succeeding
                           Offering  Period provided it has been received by the
                           Company  at  least  fifteen  (15)  days  prior to the
                           beginning of the next succeeding Offering Period; and

                  d.       a maximum of $25,000 in total payroll deductions will
                           be  made  in  any  one  calendar  year.  All  payroll
                           deductions  will cease once $25,000 has been deducted
                           in any one calendar year, however, payroll deductions
                           will   recommence  at  the  beginning  of  the  first
                           Offering  Period  in  the  succeeding  calendar  year
                           unless  I  submit  a  Notice  of  Withdrawal  to  the
                           Company.

3.       I understand  that my payroll  deductions  shall be accumulated for the
         purchase of shares of Common  Stock at the  applicable  Purchase  Price
         determined  in  accordance  with the Employee  Stock  Purchase  Plan. I
         understand that if I do not withdraw from an Offering Period, my

----------
1/       Capitalized  terms  used  herein and not  defined in this  Subscription
         Agreement shall have the meaning ascribed to such terms in the Employee
         Stock Purchase Plan.

                ----------------------------------------------
                    BE SURE TO SIGN AND DATE THIS AGREEMENT.
                      PLEASE KEEP A COPY FOR YOUR RECORDS.

<PAGE>

COINMACH LAUNDRY CORPORATION

         accumulated  payroll deductions will be used to automatically  purchase
         shares on the Exercise Date.

4.       I understand that I may withdraw from the Plan at any time prior to the
         last  business  day  of an  Offering  Period  by  filing  a  Notice  of
         Withdrawal  with the  Company.  If I  withdraw  from the  Plan,  I must
         withdraw all the payroll deductions  credited to my account and not yet
         used to purchase shares under the Plan.

5.       I have  received  a  copy  of  the  Employee  Stock  Purchase  Plan.  I
         understand that my participation in the Employee Stock Purchase Plan is
         in all respects subject to the terms of the Plan.

6.       Shares  purchased for me under the Employee  Stock Purchase Plan should
         be issued in the name(s) of (Employee or Employee and Spouse only):

         _________________________________________________________

         _________________________________________________________


7.       I understand that if I dispose of any shares received by me pursuant to
         the Plan within 2 years after the Enrollment Date (the first day of the
         Offering Period during which I purchased such shares) or one year after
         the Exercise Date, I will be treated for federal income tax purposes as
         having received  ordinary income at the time of such  disposition in an
         amount  equal to the excess of the fair  market  value of the shares at
         the time such shares were  purchased  by me over the price which I paid
         for the shares.  I hereby agree to notify the Company in writing within
         30 days after the date of any disposition of my shares, and I will make
         adequate  provision  for  Federal,   state  or  other  tax  withholding
         obligations,  if any,  which arise upon the  disposition  of the Common
         Stock.  The Company may, but will not be obligated to, withhold from my
         compensation  the amount  necessary to meet any applicable  withholding
         obligation,  including any  withholding  necessary to make available to
         the Company any tax  deductions  or  benefits  attributable  to sale or
         early disposition of Common Stock by me. If I dispose of such shares at
         any time after the expiration of the 2-year and 1-year holding periods,
         I understand  that I will be treated for federal income tax purposes as
         having received income only at the time of such  disposition,  and that
         such income will be taxed as ordinary  income only to the extent of any
         amount  equal to the lesser of (1) the excess of the fair market  value
         of the shares at the time of such  disposition  over the Purchase Price
         which I paid for the shares, or (2) the excess of the fair market value
         of the shares on the first day of the Offering Period over the purchase
         price which I paid for the shares.  The  remainder of the gain, if any,
         recognized on such disposition will be taxed as capital gain.

8.       I hereby agree to be bound by the terms of the Employee  Stock Purchase
         Plan. The  effectiveness  of this  Subscription  Agreement is dependent
         upon my eligibility to participate in the Employee Stock Purchase Plan.

9.       In the  event of my  death,  I hereby  designate  the  following  as my
         beneficiary  (ies) to receive all  payments and shares due me under the
         Employee Stock Purchase Plan:


                ----------------------------------------------
                    BE SURE TO SIGN AND DATE THIS AGREEMENT.
                      PLEASE KEEP A COPY FOR YOUR RECORDS.


<PAGE>

COINMACH LAUNDRY CORPORATION

NAME OF BENEFICIARY FOR SHARES OF COMMON STOCK
(Please print)

------------------------------------------------   ----------------------------
First                      Middle   Last           Relationship


-------------------------------------------------------------------------------
Address (street, city, state, zip)


------------------------------------------------
Social Security Number of Beneficiary


NAME OF BENEFICIARY FOR BALANCE OF PAYROLL DEDUCTION ACCOUNT
(If different from beneficiary for shares of Common Stock)
(Please print)

------------------------------------------------   ----------------------------
First                      Middle   Last           Relationship


-------------------------------------------------------------------------------
Address (street, city, state, zip)


------------------------------------------------
Social Security Number of Beneficiary



--------------------------------------------------------------------------------
I UNDERSTAND THAT THIS SUBSCRIPTION  AGREEMENT SHALL REMAIN IN EFFECT
THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

Dated:_____________________         ___________________________________________
                                    Signature of Employee

                                    ___________________________________________
                                    Social Security Number of  Employee

                                    ___________________________________________
                                    Spouse's Signature
                                    (If beneficiary other than spouse)

Employee's Address:                 ___________________________________________


                                    ___________________________________________

       Mail this Subscription Agreement to: Coinmach Laundry Corporation,
   Employee Benefits Department, 10405-H Granite Street, Charlotte, NC 28273,
        or fax it to the Employee Benefits Department at (704) 587-0723.


                ----------------------------------------------
                    BE SURE TO SIGN AND DATE THIS AGREEMENT.
                      PLEASE KEEP A COPY FOR YOUR RECORDS.
<PAGE>


                    EXHIBIT B - FORM OF NOTICE OF WITHDRAWAL


                                             =================================
     COINMACH LAUNDRY                        Coinmach Laundry Corporation
       CORPORATION                           1998 Employee Stock Purchase Plan
                                             Notice of Withdrawal
                                             =================================


         The  undersigned  Participant  in the  Offering  Period of the Coinmach
Laundry  Corporation  1998 Employee Stock Purchase Plan (the "Plan") which began
on  _______________________  (fill in date on which the Offering  Period you are
withdrawing from began) (the "Enrollment Date") hereby notifies the Company that
he or she hereby  withdraws from the Offering  Period.  The  undersigned  hereby
directs the Company to pay to the  undersigned as promptly as  practicable,  all
the  payroll  deductions  credited to his or her  account  with  respect to such
Offering Period.  The undersigned  understands and agrees that his or her option
for such  Offering  Period will be  automatically  terminated.  The  undersigned
understands  further,  that no further  payroll  deductions will be made for the
purchase of shares in the current  Offering  Period,  and the undersigned  shall
thereafter be eligible to  participate  in succeeding  Offering  Periods only by
delivering  to the Company a new  Subscription  Agreement at least  fifteen (15)
days prior to the Enrollment Date for such succeeding Offering Periods.


             Name and Address of Participant:

             ___________________________________________________________

             ___________________________________________________________

             ___________________________________________________________


             Social Security Number of Participant:_____________________

             Signature:  _______________________________________________

             Date:  ____________________________________________________




                                      B-1

<PAGE>

                                PROMISSORY NOTE


$250,000.00                                                 May 5, 1999


         For value  received,  Mitchell Blatt  ("Maker")  promises to pay to the
order of Coinmach  Corporation,  a Delaware corporation (the "Company"),  at its
offices in Roslyn, New York, or such other place as designated in writing by the
holder hereof,  the aggregate  principal sum of $250,000.00.  Maker will pay the
aggregate  principal sum in one payment of  $250,000.00 on or prior to the third
anniversary date of the date hereof (or, if such date is not a business day, the
next succeeding business day) and, on such date, Maker will pay interest accrued
through such date at the rate specified below.

         Interest will accrue on the outstanding  principal  amount of this Note
at the rate of 8% per annum and shall be payable  at such time as the  principal
of this Note becomes due and payable.

         The  amounts  due under this Note are secured by a pledge of all of the
Class A common stock, par value $.01 per share, held by Maker.

         In the event Maker fails to pay any  amounts  due  hereunder  when due,
Maker shall pay to the holder hereof, in addition to such amounts due, all costs
of collection, including reasonable attorneys fees and disbursements.

         Maker,  or  his  successors  and  assigns,   hereby  waives  diligence,
presentment,  protest and demand and notice of  protest,  demand,  dishonor  and
nonpayment  of this Note,  and  expressly  agrees that this Note, or any payment
hereunder,  may be  extended  from time to time and that the  holder  hereof may
accept security for this Note or release  security for this Note, all without in
any way affecting the liability of the Maker hereunder.

         This Note  shall be  governed  by the  internal  laws,  not the laws of
conflicts, of the State of New York.




                                           Mitchell Blatt