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ABM Industries Incorporated

551 Fifth Ave., Suite 300

New York City, New York 10176

March 20, 2008

VIA EDGAR AND FEDERAL EXPRESS

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Linda Van Doorn, Senior Assistant Chief Accountant

    Re:

    ABM Industries Incorporated

    Form 10-K as of October 31, 2007

    Filed on December 21, 2007

    File No. 001-08929

Ladies and Gentlemen:

     On behalf of ABM Industries Incorporated (the “Company”), this letter responds to comments
raised by the staff (the “Staff”) of the Securities and Exchange Commission with respect to the
above-referenced filing in a letter dated March 10, 2008. For your convenience, our responses are
keyed to the comments in the Staff’s letter.

FORM 10-K FOR THE YEAR ENDED OCTOBER 31, 2007

Item 1. Business, page 3

    1.

    Please provide us with documentation supporting your statement on page 4 that ABM Engineering
Services Company is “the only national engineering services provider of on-site operating
engineers to earn” the ISO 9000 Certification.

Response:

    Including the statement to the effect that ABM Engineering Services Company was the only
national engineering services provider to earn ISO 9000 Certification was based on having a
search run by a certification entity on the names of major competitors. Upon the Company’s
review of the supporting documentation in view of the Staff’s comment, it is now apparent
that the universe of national engineering providers of on-site operating engineers is clearly
larger than the entities checked by the Company and is likely a universe the members of which
cannot be fully ascertained. The Company will delete the statement in future filings.

Item 3. Legal Proceedings, page 12

    2.

    We note disclosure on page 35 under “Contingencies and Litigation,” which states that you
have been named as a defendant in certain environmental proceedings. Please tell us why you
have not included disclosure about those proceedings in Item 3. Refer to Instruction 5 to
Item 103 of Regulation S-K.

Response:

    The Company is currently involved in two environmental matters: one inquiry instituted
by an Arizona state agency involving alleged potential soil contamination at a former
Company facility and one inquiry instituted by a Florida state agency involving alleged
potential soil and groundwater contamination at a Company facility. There has been
no activity in respect of these inquiries for at least five years. The Company believes
that monetary sanctions, if any, exclusive of interest and costs, would be less than
$100,000 in both matters. Given the age and immateriality of these items, the Company does
not believe Item 3 disclosure is warranted.

Item 9A. Controls and Procedures

    3.

    We note that you performed an evaluation of the effectiveness of the design and operations of
your disclosure controls and procedures and concluded they were adequate. Pursuant to Item
307 of Regulation S-K as amended by Release No. 33-8238: Management’s Reports on Internal
Control over Financial Reporting and Certification of Disclosures in Exchange Act Periodic
Reports, effective August 14, 2003, you must conclude whether your disclosure controls and
procedures are effective or ineffective. Please clarify to us what your conclusion was.

Response:

    Based on the evaluation of disclosure controls and procedures conducted by the principal
executive officer and principal financial officer, these officers concluded that the
Company’s disclosure controls and procedures were effective as of the end of the period
covered by the Annual Report on Form 10-K. The Company will substitute the term “effective”
for “adequate” in future filings.

    Item 11. Executive Compensation (incorporated by reference to the proxy statement)

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    4.

    Refer to the discussion of Annual Bonus and the 2007 PIP objectives for NEOs other than the
CEO. Please provide a significantly expanded analysis of the bonus amounts paid to individual
officers. Disclose the target amounts for company net income, business unit pre-tax income,
days sales outstanding targets used to determine bonus amounts. Describe in more detail the
individual and department performance objectives. Provide a substantive analysis of how the
Compensation Committee applied these objectives to determine individual compensation amounts.
Refer to Item 402(b)(2)(vii) of Regulation S-K. Provide this disclosure in future filings and
explain to us how you intend to comply.

Response:

    The Company has set forth in Attachment I the section of the proxy statement that addresses
the annual bonuses and PIP objectives for the NEOs, other than the CEO that has been
incorporated by reference into Item 11. It contains the modifications that the Company
would propose to make in future filings in response to the Staff’s comment using the facts
of the 2007 fiscal year. The modified text has been underlined for the convenience of the
Staff.

    5.

    We note that incentive compensation consists of options, restricted stock units, and
performance shares. Please tell us whether the performance shares are included in the summary
compensation table. If so, provide footnote disclosure to clarify where these amounts appear
in the table. Provide this disclosure in future filings and explain to us how you intend to
comply.

Response:

    The amounts shown in the “Stock Awards” column of the Summary Compensation Table include two
forms of restricted stock units – service-based units and performance shares. In future
filings, the Company will modify footnote one to the Summary Compensation Table, which read
(in part) in the 2008 proxy statement: “Amounts represent amounts recognized for financial
statement purposes in 2007 for restricted stock units granted in 2007 and prior years in
accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123 Share-Based
Payment (“SFAS 123R”) disregarding the estimate of forfeitures related to service-based
vesting conditions.” to read (in part) “Amounts represent amounts recognized for financial
statement purposes in 200___for restricted stock units, in the form of Service Units and
Performance Shares, granted in 200___and prior years in accordance with Statement of
Financial Accounting Standards (“SFAS”) No. 123 Share-Based Payment (“SFAS 123R”)
disregarding the estimate of forfeitures related to service-based vesting conditions.”

Item 13. Certain Relationships and Related Transactions, and Director Independence
(incorporated by reference to the proxy statement

    6.

    Please tell us why the disclosure beginning on page 35 of the proxy statement does not
include a discussion of the settlement payments to Security Services of America, LLC. We note
the disclosure in Note 1 to your financial statements.

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Response:

    Item 13 calls for the disclosures set forth in Item 404 of Regulation S-K with regard to
certain transactions with “related persons.” Under Item 404, a “related person” would
include a director or executive officer of the Company, a beneficial owner of more than five
percent of any class of the Company’s voting securities and certain immediate family
members of a director, executive officer or more than five percent beneficial owner. The
Company made no disclosure under Item 13 with respect to the settlement payments because
none of the payments was made to a “related person” as defined in Item 404. (The Note 1
disclosure is responsive to Statement of Financial Accounting Standards No. 57, “Related
Party Disclosures,” which defines a related party to include a party that can significantly
influence the management or operating policies of the transacting parties or it has an
ownership interest in one of the transacting parties and can significantly influence the
other to the extent that one or more of the transacting parties might be prevented from
fully pursuing its own separate interests. The disclosure is included in the note because
Company employees indirectly own approximately 16% of Security Services of America LLC
equity.)

    On behalf of the Company, the undersigned hereby acknowledges that:

    •

    The Company is responsible for the adequacy and accuracy of the disclosure in the
filings it makes with the Securities and Exchange Commission;

    •

    Staff comments or changes to disclosure in response to Staff comments in the filings
reviewed by the Staff do not foreclose the Securities and Exchange Commission from
taking any action with respect to the filings; and

    •

    The Company may not assert Staff comments as a defense in any proceeding initiated
by the Securities and Exchange Commission or any person under the federal securities
laws of the United States.

Please contact the undersigned at (212) 297-9871 with any questions concerning the foregoing. The
undersigned’s facsimile number is (212) 297-0375.

Very truly yours,

/s/ James Lusk

James Lusk

Executive Vice President &

Chief Financial Officer

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Attachment I

Annual Bonus

     ABM has an annual cash performance incentive program (“PIP”) for executives to motivate and
reward achievement of annual financial and performance objectives and to provide a competitive
total compensation opportunity in support of compensation objectives. The PIP provides short-term
incentive award opportunities for executives based on ABM’s financial performance, operating
company and department performance and individual performance. All 2007 NEOs, other than the CEO
and CFO, participated in this program; however their payments are subject to the limits of the
Executive Officer Incentive Plan (“EOIP”) discussed below. Under the PIP, the Compensation
Committee establishes a target bonus for each executive based on a multiple of base salary. In
addition, each executive’s target bonus is weighted based on company, business unit (or department
for certain corporate executives) objectives and individual performance objectives to reflect the
different responsibilities and appropriate incentives. The Compensation Committee approves the
company and business unit objectives, the threshold and range of awards related to these
objectives, and the range of awards related to the department and individual performance
objectives. The CEO approves the department and individual performance objectives. Generally, the
performance criteria associated with the company and business unit objectives are objective, while
those associated with department and individual performance objectives are subjective. With respect
to the CEO, the Board of Directors adopts performance objectives and the CEO Committee establishes
his target bonus. The range of his bonus is set forth in his employment agreement.

     In the first quarter of 2007, the Compensation Committee increased Mr. McClure’s target bonus
to better position him relative to bonuses for similar positions in the Peer Group and
Mr. Zaccagnini’s target bonus to reflect the expansion of his responsibilities to include the
Security business and to better position him relative to bonuses for similar positions in the Peer
Group. Ms. Auwers’s and Mr. Sundby’s target bonuses were not changed. The CEO Committee also
increased the CEO’s target bonus to better position his bonus relative to bonuses for similar
positions in the Peer Group. The potential range of bonuses for the NEOs remained at 0 to 150% for
the CEO and 0 to 180% for the other NEOs.

     Target bonus levels for financial performance are based on budget expectations at the
beginning of the fiscal year; achievement above that level will lead to higher bonus payments with
achievements below that level reducing the payment. No bonuses for financial performance are paid
below a performance threshold. Since positions held by the NEOs have differing areas of focus,
scope and impact on ABM, the relative weighting of company objectives, business unit objectives,
department performance objectives and individual performance objectives varies based on position
and responsibilities.

     Bonuses for the NEOs other than the CEO are based on the assessment of company, business unit
(or department) performance results and individual performance, weighted according to the
individual criteria for each NEO. Following the end of the fiscal year, management submits to the
Compensation Committee the results of the company and business unit financial objectives for the
preceding year and the CEO submits to the Compensation Committee his assessment of the achievement
of the department and individual performance objectives, as well as self assessments by

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the CEO and each other NEO. The Compensation Committee discusses the CEO’s assessments of the other
NEOs with the CEO and has discretion to modify his assessments. In addition, the Compensation
Committee may adjust the company and business unit performance results to take into consideration
unusual items such as acquisitions or divestitures. A performance level that meets expectations
leads to a payment at target, while an outstanding performance assessment will lead to the highest
payment contemplated.

     The CEO’s performance objectives are adopted by the nonmanagement directors each year
following a discussion of the most important objectives for the Company in the coming year.
Mr. Slipsager participates in this process by submitting to the nonmanagement directors his
proposed objectives. The proposal is reviewed by the Compensation Committee, which recommends the
annual performance objectives for the CEO after input from and discussion with the nonmanagement
directors. Mr. Slipsager’s performance is assessed through an evaluation process involving each of
the directors. After the end of each fiscal year, the Chairs of the Audit Committee, Compensation
Committee and Governance Committee interview each director concerning the Chief Executive Officer’s
performance against the performance objectives adopted at the beginning of the year. The results of
the interviews are reported to the Compensation Committee, after which the Compensation Committee
determines its recommendation of the percentage of target bonus to be awarded to the CEO based upon
the assessment. The Compensation Committee then makes its recommendation for the CEO’s bonus to the
CEO Committee, which approves the bonus.

     The 2007 performance objectives established by the nonmanagement members of the Board of
Directors for Mr. Slipsager included meeting or exceeding ABM’s budget for fiscal year 2007 as
reviewed by the Board in October 2006, continuing a prudent acquisition program, management
development, continuing development of a branding program, and beginning the implementation of a
shared services platform. After the close of the fiscal year, the Compensation Committee considered
the assessment of Mr. Slipsager’s performance by the nonmanagement directors and recommended to the
CEO Committee a payment equal to 130% of the CEO’s target bonus based on the Company’s exceeding
its 2007 budget, the acquisitions of OneSource Services, Inc. and Health Services Parking of
America, Inc., which enhance ABM’s market position in its janitorial and parking businesses, the
successful recruitment of several senior executives, including a new CFO, and the progress in
implementing ABM’s Shared Services Center, also taking into consideration the delay in branding
improvements due to the focus on a major acquisition. Based on this assessment and the Compensation
Committee’s recommendation, the CEO Committee approved Mr. Slipsager’s bonus.

     The determinations of 2007 bonuses for the NEOs other than the CEO were based on
corporate, business unit, individual and department or function performance, as set forth
below.

     Corporate performance, which was included in bonus calculations for Mr. McClure,
Mr. Zaccagnini and Ms. Auwers, was