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AECOM

555
South Flower Street, 37th Floor, Los Angeles, California 90071-2300

T
213.593.8000  F 213.593.8730  www.aecom.com

June 4, 2009

VIA EDGAR

Terence O’Brien

Accounting Branch Chief

Securities and Exchange Commission

Division
of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Re:

  AECOM Technology Corporation

  Form 10-K/A for the Fiscal Year Ended September 30, 2008

  Filed January 23, 2009

  Proxy Statement

  File No. 000-52423

  Filed January 23, 2009

Dear Mr. O’Brien:

This
letter is in response to the Staff’s comment letter dated April 7, 2009,
regarding the above-referenced filings for AECOM Technology Corporation (“AECOM”
or the “Company”).  To assist your
review, we have retyped the text of the Staff’s comments in italics below.

Form 10-K/A
for the Fiscal Year Ended September 30, 2008

Critical
Accounting Policies, page 27

Goodwill, page 29

1.                                      We note
the additional disclosure you intend to include in future filings in response
to comment 3 in our letter dated February 6, 2009.  Specifically, you note that in circumstances
in which the components of your operating segments have discrete financial
information you are able to aggregate those components because they have
similar economic characteristics including the nature of services provided, the
internal processes for delivering those services and the types of
customers.  Please revise this disclosure
to clarify which reporting unit has components with discrete financial
information, as you only have two reporting units.  Please also revise your disclosure for this
reporting unit to clarify that the components being aggregated also have
similar operating performance, if correct.
If you are unable to state that the components being aggregated have
similar operating performance, please provide us with your detailed

analysis as to how you determined
the components can be aggregated into one reporting unit.  Refer to paragraphs 30-31 of SFAS 142 and
EITF Topic D-101 for guidance.

The Company intends to include the following revised disclosure
in substantially the following form in its Critical Accounting Policies in
future filings:

“Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill
and Other Intangible Assets”, requires that the Company perform an impairment
test of its goodwill at least annually for each reporting unit of the Company.
Inherent in such fair value determinations are certain judgments and estimates,
including assumptions about our forecasts with regard to our operations as well
as the interpretation of current economic indicators and market valuations. We
have multiple reporting units, as defined under SFAS No. 142. A reporting
unit is defined as an operating segment or one level below an operating
segment.  Our impairment tests are performed at the operating segment
level as we believe they represent our reporting units.

The
impairment test is a two-step process. During the first step, the Company
estimates the fair value of the reporting unit and compares that amount to the
carrying value of that reporting unit. In the event the fair value of the
reporting unit is determined to be less than the carrying value, a second step
is required. The second step requires the Company to perform a hypothetical
purchase allocation for that reporting unit and to compare the resulting current
implied fair value of the goodwill to the current carrying value of the
goodwill for that reporting unit. In the event that the current implied fair
value of the goodwill is less than the carrying value, an impairment charge is
recognized.  No impairment was recorded
based on the analysis performed by the Company for fiscal 200X.

For
segment disclosure purposes, we have two reportable segments, Professional
Technical Services (PTS) and Management Support Services (MSS). The PTS
reportable segment is an aggregation of various operating segments which have
similar economic characteristics including operating performance, nature of the
services provided, internal processes for delivering those services and the
types of customers.  Our MSS reportable segment is comprised of one
operating segment.”

2.                                      We
further note from the disclosure you intend to include in future filings in
response to comment 3 in our letter dated February 6, 2009, your
statement, “[a]lthough we have various operating companies, they have been
aggregated into two operating segments for segment reporting purposes, in
accordance with SFAS No. 131, Disclosures about Segments of an Enterprise
and Related Information.”  It is unclear
to us what you mean by this statement.
Please advise.  In this regard,
SFAS 131 does not contain guidance for aggregating operating businesses into
operating segments.  Rather, SFAS 131
provides guidance on aggregating operating segments into reportable segments
for reporting purposes.  We note that you
have not provided disclosure regarding operating segments being aggregated into
reportable segments in accordance with paragraph 26.a. of SFAS 131.  Please confirm to us that your CODM does not
receive financial information below your current operating/reportable
segments.  Otherwise, please provide us
with a detailed analysis as to how you determined your operating segments are
properly

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aggregated to the reportable
segment level.  Please also re-address
paragraph 30 of SFAS 142 regarding the identification of your reporting units
for purposes of testing goodwill for impairment.

The Company will revise its disclosures in future filings as
described in response to comment 1 above to clarify the Company’s determination
of its operating segments.  The Company aggregates its operating segments into
two reportable segments, Professional Technical Services (PTS) and
Management Support Services (MSS). In accordance with paragraph 30 and 31 of
SFAS No. 142, Goodwill and Other Intangible Assets, we have determined
that our operating segments are reporting units as each operating segment
represents a single component.

The PTS
reportable segment is comprised of various operating segments which have been
aggregated in accordance with paragraph 17 of SFAS No. 131, “Disclosures
about Segments of an Enterprise and Related Information”, as they  have similar characteristics including economic performance, nature of
the services provided, internal processes for delivering those services and the
types of customers.  The operating segments aggregated into the PTS
reporting segment provide technical services (planning, consulting,
architecture and engineering design, and program and construction management
services) to its customers who are comprised of institutional, government and
commercial clients worldwide.  Resources,
such as engineers and architects, are shared amongst the operating segments
globally. Additionally, the technical professional skills, project management
and risk management tools, as well as operational and resource management
processes necessary to deliver these services are consistent amongst the
operating segments.

Our MSS
reportable segment is comprised of one operating segment.  The MSS
reporting segment provides facilities management and maintenance, training,
logistics, consulting, technical assistance and systems integrations services
primarily for agencies of the U.S. government.  Please see revised disclosure in Comment 1, in which we included in the
disclosure the requirements of paragraph 26.a. of SFAS 131.  We confirm
that the CODM does not review financial information below the operating segment
level to assess performance and make resource allocation decisions.  Additionally, we will revise our disclosure
in future filings as described in response to comment 1 above to address
paragraph 30 of SFAS 142.

3.     Acquisitions, page 62

3.                                      We note
in your response to comment 11 in our letter dated February 6, 2009, that
you assessed the materiality of your acquisitions for purposes of providing the
disclosures required by SFAS 141 based on Rule 3-05 of Regulation
S-X.  The guidance in Rule 3-05 of
Regulation S-X is not meant to determine whether the disclosures in SFAS 141 are
required.  As such, please re-assess each
of your acquisitions completed during each

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period presented to determine whether each acquisition is material
based on the guidance in FASB Concept Statement 2 and SAB Topic 1:M.  If you determine other acquisition are
material, please provided the disclosures required by paragraphs 51 and 52 of
SFAS 142 for each material acquisition for each period presented. Please advise.

The Company has assessed each of our acquisitions completed during each
period presented and determined that each acquisition is not material based on
the guidance in FASB Concept Statement 2 and SAB Topic 1:M, “Materiality”.

4.                                       We have
read your response to comment 11 in our letter dated February 6, 2009, and
your proposed future disclosure.  Please
revise your proposed future disclosure to provide the condensed balance sheet
disclosing the amount assigned to each major asset and liability caption of
Earth Tech as required by paragraph 51.e. of SFAS 141.

The Company will include the following disclosure, in substantially the
same form, to provide a condensed balance sheet disclosing the amount assigned
to each major asset and liability caption of Earth Tech, as required by
paragraph 51.e. of SFAS 141:

The following table
summarizes the estimated fair values of the assets acquired and liabilities
assumed, as of the date of acquisition, of Earth Tech (in thousands):

  Cash acquired

  $

  18,300

  Other current assets

  323,500

  Goodwill

  169,200

  Intangible assets

  35,300

  Other non-current
  assets

  50,500

  Current liabilities

  (257,500

  )

  Non-current liabilities

  (148,900

  )

  Net
  assets acquired

  $

  330,400

5.                                      We note
your response to comment 11 in our letter dated February 6, 2009, regarding
your acquisitions that are individually immaterial but material in the
aggregate.  While we note that you intend
to include a brief description of Boyle Engineering Corporation and Tecsult, Inc.,
this disclosure does not fully comply with all of the requirements in paragraph
53 of SFAS 141.  In future filings,
please provide all of the disclosures required by paragraph 53 of SFAS 141 for
your acquisitions that are material in the aggregate for each period presented.

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The Company confirms that in future filings it will provide all of the
disclosures required by paragraph 53 of SFAS 141 for its acquisitions that are
material in the aggregate for each period presented.

20.   Commitments and Contingencies, page 88

6.                                      We note
your response to comment 16 in our letter dated February 6, 2009.  As previously requested, please revise your
disclosure in future filings to address the materiality of pending claims,
guarantees, litigation, audits and investigations to your cash flows in
addition to your financial position and results of operations.  As previously noted, if you believe your
pending claims, guarantees, litigation, audits and investigations could be
material to your cash flows at the probable or reasonably possible thresholds,
as defined in SFAS 5, please include specific disclosure of those loss
contingencies in accordance with paragraphs 9-10 of SFAS 5.

The
Company notes the Staff’s comment and will revise its disclosures in future
filings to address the materiality of pending claims, guarantees, litigation,
audits and investigations to the Company’s cash flows in addition to the
Company’s financial position and results of operations.

Proxy
Statement

Compensation
Discussion and Analysis, page 16

7.                                      We note
in your response to comments 18 and 21 in our letter dated February 6,
2009 that you believe disclosure of the corporate performance targets used to
calculate incentive compensation would result in competitive harm.  However, your response only addresses
performance targets for future periods rather than completed fiscal years,
which is not applicable except as provided in Instruction 2 to Item 402(b) of
Regulation S-K.  Furthermore, your
response that disclosing target information could cause competitive harm could
apply to many registrants.  Note that
under Item 402(b)(1)(v) of Regulation S-K, a filer must disclose how it
determined the amount and formula for each element of compensation.

Please provide us your analysis that demonstrates that disclosing
target information for previous fiscal years could cause competitive harm based
on your particular facts and circumstances.
Explain to us in greater detail how competitors may gain insight into
how the company intends to price your services.
Also, explain to us how disclosing growth in EBITA, EBITA return on
total invested capital, and EBITA per share would affect you differently than
other companies who disclose these types of performance targets.  We also note your response that target
information may be viewed as projections and may cause confusion.  However, in your future MD&A and CD&A
disclosure you should

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describe management’s strategies, including the company’s growth
strategies and bonus targets.  It appears
that the bonus targets can be disclosed in a manner that will not incorrectly
signal the market about your goals and strategy because you can clearly explain
what trends, events, and uncertainties are affecting the business currently and
for the periods reported upon.

The Company historically has not included specific
target levels for previous or future years related to our short- and long-term
incentive compensation programs in our definitive proxy statements because of
the risk of competitive harm associated with the disclosure of such
targets.  As disclosed in our most recent
definitive proxy statement, the measurement criteria for our short-term
incentive compensation for fiscal year 2008 were based on our growth in EBITA
(earnings before interest expenses, taxes, amortization, company stock matches
and one-time merger related expenses), EBITA return on total invested capital,
and growth in EBITA per share, supplemented by certain qualitative
achievements.  With respect to long-term
incentive compensation, the Company’s Performance Earnings Program (“PEP”) is
based on the three-year performance of the Company’s growth in EBITA and return
on investment.

The performance targets are set at the beginning of
each fiscal year by the Compensation/Organization Committee and are derived
from internal analyses and projections of the Company’s performance included in
our confidential strategic operating plan, which covers the coming fiscal year
as well as future years.  Embodied in
such targets are the Company’s expectations of the performance of its business
units, the overall environment for professional technical and management
support services, competitive conditions in the Company’s geographic markets
and other economic factors for the entire number of years covered by the
Company’s strategic plan.  Because the
Company develops the strategic plans to address more than one year, it is
difficult to isolate and disclose a prior year’s information without a larger
discussion of the factors that go into the calculation of such targets over a
longer period of time.  Indeed, we
believe that any public disclosure of a previous year’s target levels would
need to be accompanied by some discussion of the component parts of the
underlying measures, their relative weightings, the method of calculating the
measure and other material information about the measure for several years, so
that the target levels are disclosed in an appropriate context to permit
shareholders to understand that particular ye