EXHIBIT 14

                               DRYCLEAN USA, Inc.

                                 CODE OF ETHICS
                                       FOR
            PRINCIPAL EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS


I.      INTRODUCTION:

This Code of Ethics for  principal  executive  officer  (the  "CEO"),  principal
financial  officer and principal  accounting  officer or controller,  or persons
performing  similar  functions,  (collectively,  the "Covered  Officers")  (this
"Code") has been adopted by the  Company's  Board of Directors  (the "Board") of
DRYCLEAN USA, Inc. (the "Company") to promote honest and ethical conduct, proper
disclosure  of  financial   information  in  the  Company's   periodic  reports,
compliance with applicable laws, rules and regulations, and the prompt reporting
of violations of this Code,  in each case by the Company's  principal  executive
officer  and senior  officers  who have  financial  responsibilities.  This Code
supplements,  and is in addition to, the Company's Code of Business  Conduct and
Ethics which  applies to all  directors,  officers and employees of the Company,
including Covered Officers.

II.     STANDARDS:

To the best of their knowledge and ability, each Covered Officer shall:

o    Act with honesty and integrity, in an ethical manner;

o    Act in good faith,  with due care and  diligence,  without  misrepresenting
     material facts;

o    Exercise independent judgment;

o    Avoid actual or apparent conflicts of interest in personal and professional
     relationships;

o    Take measures to achieve  responsible use of and control over the Company's
     assets, resources and information employed by, or entrusted to, them;

o    Provide information that is accurate,  complete, objective and relevant, in
     a timely and  understandable  manner,  for reports and  documents  that the
     Company files with, or submits to, the Securities  and Exchange  Commission
     (the  "SEC")  and the  public to ensure  that such  reports  and  documents
     contain full, fair, accurate, timely and understandable disclosures;

o    Comply with applicable  laws,  rules and regulations of federal,  state and
     local governments and other appropriate  regulatory  agencies governing the
     conduct or operations of the Company;



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o    Respect  the  confidentiality  of  information  acquired  in the  course of
     employment with the Company,  except when  authorized or otherwise  legally
     obligated to disclose such information; and

o    Proactively promote ethical and honest behavior within the Company.

III.    FINANCIAL RECORDS AND PERIODIC REPORTS:

Covered Officers shall establish and manage the Company's transactional and
reporting systems and procedures to provide reasonable assurance that:

o    Business  transactions are properly  authorized and completely,  timely and
     accurately  recorded on the Company's  books and records in accordance with
     Generally  Accepted  Accounting  Principles,  rules promulgated by the SEC,
     regulatory requirements and established policies of the Company; and

o    The retention or proper disposal of the Company's records are in accordance
     with  established  Company  financial  policies  and  applicable  legal and
     regulatory requirements.

IV.     REPORTING:

Each Covered Officer shall promptly, upon becoming aware thereof, bring to the
attention of the CEO or the Chairman of the Audit Committee of the Board:

o    Any act or any violation of this Code by any Covered  Officer or any act by
     any other person or entity (whether or not subject to this Code) that would
     be a  violation  of this  Code if such  person  or  entity  were a  Covered
     Officer;

o    Any recognized potential conflict of interest of the Covered Officer or any
     other employee or agent of the Company;

o    Any information  that indicates that any disclosures  made or to be made by
     the Company in its public  filings  were  materially  false or  misleading,
     omitted  to state a  material  fact or  omitted  to state a  material  fact
     necessary  in  order  to make a  statement  in such  filing  not  false  or
     misleading;

o    Any  information  concerning  a material  violation  by the  Company or any
     employee or agent of the Company or by any other  person or entity of laws,
     rules or regulations, including, without limitation, securities laws, rules
     and regulations, applicable to the Company or its business or operations;

o    Any  information  concerning  significant  deficiencies  in the  design  or
     operation of the Company's  internal  controls which could adversely affect
     the Company's  ability to record,  process,  summarize or report  financial
     data; and

o    Any  information  concerning  any  fraud,  whether  or not  material,  that
     involves  management or other employees who have a significant  role in the
     Company's financial reporting, disclosures or internal controls.


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V.      ENFORCEMENT:

Violations of this Code should be reported to the Chairman of the Board's Audit
Committee. The Board shall determine appropriate actions to be taken in the
event of violations of this Code. Such actions shall be reasonably designed to
deter wrongdoing and to promote accountability for not adhering to this Code and
may result in disciplinary action, up to and including suspension and/or
termination of employment or association with the Company, as well as civil and
criminal charges. A failure to report apparent violations, covering up
violations or apparent violations, retaliating against or disciplining a person
for reporting a violation or apparent violation, or obstructing an investigation
of an alleged or apparent violation shall also be a violation of this Code.

VI.     WAIVERS:

The Board of Directors and the Audit Committee shall have the sole and absolute
discretionary authority to approve any amendment to, or waiver (including
implicit waiver) from, any provision of this Code. Any change of this Code, and
any waiver (including implicit waiver) and the grounds for such waiver for a
Covered Officer, shall be timely disclosed through a filing with the SEC on Form
8-K or other method permitted by the rules of the SEC and the American Stock
Exchange.










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