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Mail Stop 3010         December 3, 2009  Mr. James Lusk Chief Financial Officer ABM Industries Incorporated 551 Fifth Avenue, Suite 300 New York, New York 10176

Re: ABM Industries Incorporated
Form 10-K for the year ended October 31, 2008 Filed December 22, 2008                 File No. 001-08929

Dear Mr. James Lusk:
 We have reviewed your response letter dated November 20, 2009 and have the
following additional comments.  Where indicated, we think you should revise your documents in response to these comments.   If you disagree, we will consider your
explanation as to why our comments are inapplicable or a revision is unnecessary.  Provide to us the information requested if indi cated and please be as detailed as necessary
in your explanation.
 FORM 10-K FOR THE YEAR ENDED OCTOBER 31, 2008

 Financial Statements and Notes

 Note 1 – Basis of Presentation and Summary of Significant Accounting Policies, page 43

 Allowance For Doubtful Accounts, page 44

1. Your response to comment two indicate s that the $6.1 million increase in your
allowance for doubtful accounts relates to th e receivable balance associated with
the OneSource acquisition.  However we further note that only 48.7% of the
increase in receivables greater than 90 days past due was related to services
provided by OneSource.  Given that an  additional $12 million in gross accounts
receivable over 90 days past due was attr ibuted to new business and expansion to
existing customers, please tell us how you determined the adequacy of your allowance for doubtful accounts.

James Lusk
ABM Industries Incorporated December 3, 2009 Page 2  Note 2 – Insurance, page 48

2. We considered your response to comment three.  Additionally, we note in your
Form 10-Q for the nine months ended July  31, 2009, that your insurance reserve
increased by $3.5 million.  Please clarify the circumstances that resulted in an increase your insurance reserve in 2009 wh ich were not present during fiscal year
2008 and expand your discussion of the reas on for the change in the trend in
future filings.
 Note 8 – Other Commitments, pages 53-54

3. We considered your response to comme nt four.  Specifically we note your
references to ASC 605-25 and ASC 840- 20-25-1 related to multiple-element
revenue arrangements and operating leases , respectively, and we question the
applicability of those references to your  accounting for these costs.  We have the
following additional comments:

• We note your reference to paragraph 31 of  CON 6 which states that rights to
receive services in future periods can be assets.  Describe how you determined
that the transition costs represent rights to receive future se rvices as it appears
that the transition services were perf ormed at the beginning of the contract
period.  In this regard, also tell us  how you considered paragraph 147 of CON
6 related to expense recognition.
• Tell us what portion of your total de ferred expense relates to transition
services as of October 31, 2007.
• Please advise us of how the canceled serv ices will be executed going forward.
 Note 13 – Discontinued Operations, pages 61-62

4. We note in your response to comment six that you did not place any weight on the
informal offer and other discussions with  third parties concerning the potential
sale of the Lighting reporting unit when estimating fair value as of October 31,
2007.  We also note that you sold the reporting unit in 2008 for less than the
carrying value.  Please tell us the amount of the informal offer relative to the
carrying value of the reporting unit. To the extent that your informal offer was
less than the carrying value of the repor ting unit, explain why this offer was not
considered when estimating the fair valu e.  Tell us how your assessment of the
potential buyer’s ability to  raise an appropriate amount of financing impacts your
consideration of this offer when estimating fair value.

5. We further note in your response to comment six that you estimated the fair value
of the Lighting reporting unit as of Oct ober 31, 2007 using a discounted cash flow

James Lusk
ABM Industries Incorporated December 3, 2009 Page 3
model.  We have the following follow up comments related to the assumptions
used in the model:

• Provide your basis for assuming an increase in revenue growth from (0.2)% in
2008 to 7% in 2009 through 2018, particular ly given a history of declining
revenues.  Address your consideration of  the informal offer received and the
current economic conditions.
• Describe your basis for assuming that  Cost of Goods Sold, Selling and
Marketing and G&A expenses as a percentage of revenues will decrease from 2008 despite an assumed increase in reve nues.  Tell us the main drivers of
your expense reductions as a percentage  of revenues and how you intend to
sustain them.
• Tell us your basis for assuming a 4% termin al year growth factor in order to
normalize your debt-free cash flow into perpetuity.

6. We note that your response to comment se ven indicates that th e fair values of
each of the remaining reporting units we re substantially in  excess of their
respective carrying values.  However, we also note that the sum of the reporting units’ fair values is signif icantly in excess of your mark et capitalization at that
time.  Please tell us what consideration you gave to this significant difference in
evaluating the reasonableness of the underl ying fair values of your reporting units
and provide us with the reasons for the diffe rence.  This may be an indication that
your cash flow models have not fully cons idered the risk associated with those
cash flows.  Please tell us the methods you used to determine the fair values, the
key assumptions used for each reporting unit, and your basis for those assumptions.  Also tell us if you utili zed one scenario or multiple probability
weighted scenarios in your cash flow analyses.
 Note 20 – Subsequent Event, page 65

7. We considered your response to comment  eight and note your reference to ASC
450-30-25-1 with respect to accounting for gain contingencies.  The recognition guidance in ASC 450-30-25-1 was interp reted in EITF 01-10 which makes a
distinction between the recognition of (a ) gain contingencie s related to the
recovery of a contingent loss where the r ecovery is less than or equal to the
contingent loss and (b) recoveries in exce ss of the related contingent loss or gain
contingencies not related to the recovery of  a contingent loss.  Please tell us how
you considered this interpre tation in your analysis.

James Lusk
ABM Industries Incorporated December 3, 2009 Page 4
As appropriate, please respond to these comm ents within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
amendment that keys your responses to our comments and provides any requested
information.  Detailed cover letters greatly fac ilitate our review.  Please submit your
cover letter on EDGAR.  Please  understand that we may ha ve additional comments after
reviewing your responses to our comments.   You may contact Jaime John, at (202 ) 551-3446 or me, at (202) 551-3782 if you
have questions.            S i n c e r e l y ,
Jessica Barberich Assistant Chief Accountant