SecProbe.io

August 19, 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               Definitive Proxy Statement on Schedule 14A Filed February 1, 2010 File No. 001-08929

Dear Mr. James Lusk:

We have reviewed your letter dated J une 25, 2010 in connection with the above-
referenced filings and have the following commen ts.  In some of our comments, we may ask you
to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  Unless otherwise noted, where prior comments are referred to they re fer to our letter dated May 11, 2010.

Form 10-K for the year ended October 31, 2009

Item 9A – Controls a nd Procedures, page 69
1. Throughout the commenting process, you have  identified severa l errors in your
disclosures (i.e., related to the Summary Co mpensation Table, Schedule of Consolidated
Valuation Accounts, and disclosure of the y ear in which a certain claim was settled).
Please tell us what consideration you gave  to reassessing your c onclusion regarding the

 James Lusk
ABM Industries Incorporated August 19, 2010  [Page 2]
effectiveness of your disclosure controls and procedures as of October 31, 2009 and the
results of that reassessm ent, if applicable.
 Definitive Proxy Statement on Schedule 14A filed February 1, 2010

 Compensation Discussion and Analysis, page 11

 Annual Cash Performance Incentive Payments, page 15

 CEO Annual Cash Performance Incentive Payment, page 15

2. We note your response to comment 8 in our letter dated May 11, 2010.  Your response
notes that in reviewing Mr . Slipsager’s performance objectives, the Compensation
Committee and the CEO Committee focused on the financial performance of the Company, including financial metrics such as pre-tax operating profit, earnings per share and operating cash flow, and that based on the your financial perfor mance in these and
other areas, it was determined that a rating of  97% achievement as it related to financial
performance was appropriate.  Please disclose  the target and actual results for pre-tax
operating profit, earnings per share and operating cash flow, and describe how
achievement of these financial results led to the determination that a rating of 97%
achievement as it related to financial performan ce was appropriate.  You also state that in
reviewing the non-financial objectives, the Compensation Committee and the CEO
Committee determined that Mr. Slipsager had exceeded his non-financial objectives in
the areas of leadership, operational improve ment, communication and Project Transform,
noting in particular that the strength of  his personal leadership and exceptional
managerial abilities drove positive results  across all divisions, despite the very
challenging economic environment facing the Co mpany in fiscal year 2009 and thus the
Compensation Committee and the CEO Comm ittee assigned a rating of 177% as it
related to the achievement of non-financial objectives.  Please  describe in greater details
these non-financial objectives and how Mr. Slipsager had exceeded his non-financial
objectives.  Please also explain how achievement  of these non-financial objectives led to
the determination that a rating of 177% was appr opriate.  Please provide this disclosure in
future filings and tell us how you plan to comply.

Fiscal Year 2009 Equity Incentives, page 20

3. We note your response to comment 11 in our  letter dated May 11, 2010.  Your response
notes that the exact number of performance shares, restricted stock units and stock
options granted to NEOs is determined  by the Committee based on considerations
relating to external bench-marks and internal cost considerations as  well as to the NEOs
performance during the past year.  Your respons e also notes that taking these factors into
consideration, the Committee determined to gr ant the CEO equity in an aggregate amount
equal to 100% of base salary, for Mr. Lusk equity in an aggregate amount equal to 50%

 James Lusk ABM Industries Incorporated August 19, 2010  [Page 3]
of base salary, for Mr. McClure equity in an aggregate amount equal to 55% of base
salary, for Mr. Zaccagnini an amount e qual to 50% of base salary, and for
Ms. McConnell equity in an aggregate amount equal to 25% of base salary and that in
each case, 50% of the equity grant was allo cated to performance shares, 25% of the
equity grant was allocated to restricted stock units and 25% was allocated to stock
options.  Please provide the rele vant benchmarks and internal cost considerations used to
determine the exact number of performance shares, restricted stock units and stock
options granted to your NEOs.  Additionally, explain how such benchmarks and internal
cost considerations were used to determ ine the equity grant amounts for your NEOs.
Finally, describe why 50% of the equity grant was allocated  to performance shares, 25%
of the equity grant was allocated to restrict ed stock units and 25% was allocated to stock
options.  Please provide this disclosure in future filings and tell us how you plan to
comply.

You may contact Jaime John, at (202) 551-3446 , Jessica Barberich at (202) 551-3782 or
me at (202) 551-3413 if you have questions regard ing comments on the financial statements and
related matters.   Please contact Sonia Barros at (202) 551-3655 or Phil Rothenberg at (202) 551-
3466 with any other questions.

                                                      Sincerely,

Cicely LaMothe Accounting Branch Chief