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Mail Stop 3010         May 11, 2010  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   Form 10-K for the year ended October 31, 2009 Filed December 22, 2009               Schedule 14A Filed February 1, 2010 File No. 001-08929

Dear Mr. James Lusk:
 We have reviewed your response lett er dated March 12, 2010 and have the
following additional comments.  Where i ndicated, 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

 1. We considered your responses to comment one and previous comments as they
relate to the IBM transition costs.  The staff is unable to agree with the
Company’s conclusion that the upfront tr ansition costs represent an asset that
should be deferred and expensed over the te rm of the agreement.  If you continue
to believe that a correction is not necessa ry, please provide a ma teriality analysis
under SAB 99 and SAB 108 for this specific issue.
 2. We considered your responses to comment one and previous comments as they
relate to the goodwill impairment analysis associated with your Lighting division
during 2007.  The staff is unable to agr ee with the Company’ s single scenario
methodology for assessing goodwill impairment as of October 31, 2007, and we continue to question your conclusions.  Please confir m or advise whether your

James Lusk
ABM Industries Incorporated May 11, 2010 Page 2
auditors concurred with your methodology.  Additionally, if you continue to
believe that a correction is not necessar y, please provide a materiality analysis
under SAB 99 and SAB 108 for this specific issue.
3. Please also provide a materiality analysis  for the two issues discussed in the
previous comments on a collective basis under SAB 99 and SAB 108.
 Form 10-K for the year ended October 31, 2009

 Item 7 – Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Overview, page 18

 4. You disclose on page 18 and throughout  the discussion of your results of
operations that your company continued to experience reductions in the level and
scope of services demanded by your client s, contract price compression, loss of
client contracts and a decline in the level of tag work.  You also disclose in your
Form 10-Q for the quarter ended Januar y 31, 2010 on page 10 that the losses of
client contracts in 2009 exceeded new busin ess.  In light of these significant
negative trends related to your  clients, please tell us if  you re-evaluated the useful
lives of your customer-related intangib le assets; it appears that these
circumstances may warrant a revision to the remaining period of amortization.
Furthermore, please also tell us whethe r you considered these adverse changes in
the business climate as circumstances i ndicating that the ca rrying value of your
customer-related intangibles may not be r ecoverable.  Please advise and provide
us with the results of your impairment te sting, if applicable.  For reference, see
ASC 350-30-35-9 and ASC 360-10-35-21.
 Financial Statements and Notes

 Note 2 – Basis of Presentation and Su mmary of Significant Accounting Policies

 Trade Accounts Receivable Allowances, page 46

 5. Your response to comment two states that  your sales allowance is estimated based
on an analysis of the historical rate of sales adjustments that result from client
vacancy discounts and job cancelations, among other things.  As noted in
comment 4, the disclosure in this Form 10-K and your Form 10-Q for the quarter ended January 31, 2010 reflects significant nega tive trends related to your clients.
Please tell us how you determined that the historical rate of sales adjustments is
an appropriate basis for your sales al lowance methodology given the significant
negative trends.

James Lusk
ABM Industries Incorporated May 11, 2010 Page 3  Note 11 – Commitments and Contingencies

 Contingencies, page 61

 6. We read your response to comment three.   Please confirm that you will include
disclosure in future filings regarding your policy associated with the recognition
of gain contingencies as required by ASC 235-10-50.
 Schedule 14A filed February 1, 2010

 Compensation Discussion and Analysis

 Annual Cash Performa nce Incentive Payments

 CEO Annual Cash Performance Incentive Payment, page 15

 7. You disclose that the pote ntial range of bonus for your CEO and other NEOs is
0% to 180% of target.  We also note that the Compensation Committee normally
references the benchmark group median (50th percentile) for each compensation element.  Please disclose how the co mpensation committee determined a bonus
range of 0% to 180% of target.  Please provi de this disclosure in future filings and
tell us how you plan to comply.
 8. You disclose that after reviewing the re sults of the directors’ interviews and
discussing them with the CEO Committee, the compensation committee determined that Mr. Slipsager had ex ceeded his performance objectives and
recommended that he receive a cash in centive payment equal to 137% of his
target bonus, which the CEO Committee appr oved.  Please disclose specifically
how Mr. Slipsager exceeded his performan ce objectives.  Please also disclose
how the compensation committee and the CEO Committee determined that 137%
of target bonus was the a ppropriate level of bonus to award to Mr. Slipsager.
Please provide this disclosure in future filings and tell us how you plan to comply.
 Annual Cash Performance Incentive Payments for NEOs (other than the CEO), page 16

 9. You disclose that the bonus calcula tions for Messrs. Lusk, McClure and
Zaccagnini and Ms. McConnell also took in to consideration their Individual
Performances, and, in the case of Mr. Lusk and Ms. McConnell, Department
Results.  As you have done for both Cor porate Results and Business Unit Results,
please disclose how you calculated the ra tings for individual and departmental
objectives for each NEO, other than the CEO.  For example, you disclose that Mr. Lusk’s individual and department perfo rmance objectives included the continued
implementation of the on-going system s upgrade and design and deployment of
business solutions, completing the transi tion of certain information technology

James Lusk
ABM Industries Incorporated May 11, 2010 Page 4
services away from the former outsource provider, improving company profitability through enhanced financ ial discipline and capabilities, and
maintenance and enhancement of intern al controls and procedures, and his
success in achieving his indi vidual and departmental ob jectives was rated by the
compensation committee at 130.0% and 125.0%, respectively.  What factors led
the compensation committee to determin e that 130.0% of target bonus was the
appropriate level of bonus to reward Mr. Lusk for achieving his individual
objectives and what factors led the co mpensation committee to determine that
125.0% of target bonus was the appropriate level of bonus to reward Mr. Lusk for
achieving his departmental objectives?  Additionally, how did the compensation
committee determine that 130.0% and 125.0% of target bonus was the appropriate
level of bonus to award to Mr. Lusk?  Please provide this disclosure in future
filings and tell us how you plan to comply.

Equity Incentives, page 19

 10. We note your disclosure regarding the th ree types of equity-based awards you
utilize in compensating your NEOs: performance shares, re stricted stock units and
stock options.  We also note that the “Stock Awards” column of the Summary
Compensation Table for Fiscal Year 2009 represents amounts recognized for
restricted stock units and that the “O ption Awards” column represents amounts
recognized for stock options.  Please te ll us where the amounts recognized for
performance shares appear in the Summa ry Compensation Table for Fiscal Year
2009.  We note a similar comment issued to you previously in our comment letter
dated March 10, 2008.  See comment number  5 of the March 10, 2008 letter.

Fiscal Year 2009 Equity  Incentives, page 20

 11. We note the formula used to calculated shares earned under the 2009 Performance
program and that if the formula produced  a value creation number greater than
$216.7 million, shares would be earned at 125% of target while if the formula
produced a value creation number less than $141.3 million, no shares would be
earned.  Please explain the signifi cance of the $216.7 million and $141.3 million
figures and how such figures were chose n.  Also, please explain how the number
of performance shares per NEO was decided for each NEO, as well as how the number of RSUs and stock options for each NEO was decided.  Please provide
this disclosure in future filings and tell us how you plan to comply.

12. Please explain how for fiscal years 2 007-2009, the average annua l revenue figures
and the average profit margin resulted in  75% of the performance shares vesting
under the 2007-2009 Performance Share program.  Please provide this disclosure in future filings and tell us how you plan to comply.

* * * * *

James Lusk
ABM Industries Incorporated May 11, 2010 Page 5
 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 le tters greatly facilitate 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, Jessica Barberich at (202) 551-
3782 or me at (202) 551-3413 if you have ques tions regarding comments on the financial
statements and related matters.  Please co ntact Sonia Barros at  (202) 551-3655 or Phil
Rothenberg at (202) 551-3466 with any other questions.

          S i n c e r e l y ,
Cicely LaMothe
Accounting Branch Chief