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                                                    OMB Number:      3235-0145
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                                (AMENDMENT NO. )

                           ABM INDUSTRIES INCORPORATED
                        -------------------------------
                                (Name of Issuer)

                                  COMMON STOCK
                        -------------------------------
                         (Title of Class of Securities)

                                    000957100
                        -------------------------------
                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


SEC 1745 (2-95)                    PAGE 1 OF 8


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- --------------------------------------------------------------------------------
CUSIP NO. 000957100                    13G                    PAGE 2 OF 8 PAGES
- --------------------------------------------------------------------------------
 1       NAME OF REPORTING PERSON
         S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT, LLC         - 95-4575414
- --------------------------------------------------------------------------------
 2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) [ ]
                                                                       (b) [ ]
- --------------------------------------------------------------------------------
 3       SEC USE ONLY

- --------------------------------------------------------------------------------
 4       CITIZENSHIP OR PLACE OF ORGANIZATION

         IS A CALIFORNIA LIMITED LIABILITY COMPANY
- --------------------------------------------------------------------------------
                      5        SOLE VOTING POWER

NUMBER OF                     0
SHARES                ----------------------------------------------------------
BENEFICIALLY          6       SHARED VOTING POWER
OWNED BY
EACH REPORTING                1,597,282
PERSON WITH           ----------------------------------------------------------
                      7       SOLE DISPOSITIVE POWER

                              0
                      ----------------------------------------------------------
                      8       SHARED DISPOSITIVE POWER

                              1,597,282
- --------------------------------------------------------------------------------
 9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*

         1,597,282
- --------------------------------------------------------------------------------
10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
         SHARES*                                                          [ ]
- --------------------------------------------------------------------------------
11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

         6.90%
- --------------------------------------------------------------------------------
12       TYPE OF REPORTING PERSON*

         IA
- --------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                                   PAGE 2 OF 8


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                                  United States
                       Securities and Exchange Commission

                                  Schedule 13G

*********************

Item 1. (a)  Issuer:         ABN Industries Incorporated
        (b)  Address:        160 Pacific Avenue, Suite 222
                             San Francisco, California 94111

Item 2. (a)  Filing Person:  Kayne Anderson Rudnick Investment Management, LLC
        (b)  Addresses:      1800 Avenue of the Stars, Second Floor
                             Los Angeles, CA 90067

        (c)  Citizenship:    Kayne Anderson Rudnick Investment Management, LLC
                             is a California limited liability company

        (d)  Title of Class
             of Services:    Common Stock

        (e)  Cusip Number:   000957100

Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check
        whether the person filing is a:

          (e)  Kayne Anderson Rudnick Investment Management, LLC, is an
               investment adviser registered under section 203 of the Investment
               Advisers Act of 1940

Item 4. Ownership

          (a)  Amount Beneficially Owned:

               Kayne Anderson Rudnick Investment Management, LLC

               o Managed accounts                               1,597,282

          (b)  Percent of Class:                                    6.90%



                                   PAGE 3 OF 8





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                                  United States
                       Securities and Exchange Commission

                                  SCHEDULE 13G


                      ABM INDUSTRIES INCORPORATED (Issuer)
                           **************************

Item 5.      Ownership of Five Percent or Less of a Class
             If this statement is being filed to report the fact that as of
             the date hereof the reporting persons have ceased to be the
             beneficial owner of more than five percent of the class of
             securities, check the following [ ].
             Not applicable.

Item 6.      Ownership of More than Five Percent on Behalf of Another Person.
             Not applicable.

Item 7.      Identification and Classification of the Subsidiary Which Acquired
             the Security Being Reported on By the Parent Holding Company
             Not applicable.

Item 8.      Identification and Classification of Members of the Group
             Not applicable

Item 9.      Notice of Dissolution of Group
             Not applicable

Item 10.     Certification
             By signing below we certify that, to the best of our knowledge
             and belief, the securities referred to above were acquired in
             the ordinary course of business and were not acquired for the
             purpose of and do not have the effect of changing or influencing
             the control of the issuer of such securities and were not
             acquired in connection with or as a participant in any
             transaction having such purposes or effect.


                                   PAGE 4 OF 8

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                                  United States
                       Securities and Exchange Commission

                                  SCHEDULE 13G

                      ABM INDUSTRIES INCORPORATED (Issuer)
                           **************************


                                    SIGNATURE


     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.




                     February 9, 2001
- -----------------------------------------------------
                           Date


KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT, LLC


         By:    /s/ RICHARD A. KAYNE
                -------------------------------------
                Richard A. Kayne,
                Management Committee Co-Chair & CEO



                                   PAGE 5 OF 8

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               JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)
               ---------------------------------------------------


This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934 (the "Act") by and between the parties listed below, each
referred to herein as a "Joint Filer." The Joint Filers agree that a statement
of beneficial ownership as required by Section 13(d) of the Act and the Rules
thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G,
as appropriate, and that said joint filing may thereafter be amended by further
joint filings. The Joint Filers state that they each satisfy the requirements
for making a joint filing under Rule 13d-1.





                     February 9, 2001
- ------------------------------------------------------
                           Date


KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT, LLC


         By:    /s/ RICHARD A. KAYNE
                --------------------------------------
                Richard A. Kayne,
                Management Committee Co-Chair & CEO


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                                  United States
                       Securities and Exchange Commission

                                  SCHEDULE 13G
                                  (cover page)

                      ABM INDUSTRIES INCORPORATED (Issuer)
                           **************************


Box 9.  The reported shares are owned by several accounts managed, with
        discretion to purchase or sell securities, by Kayne Anderson Rudnick
        Investment Management, LLC, a registered investment adviser.

        Kayne Anderson Rudnick Investment Management, LLC disclaims
        beneficial ownership of the shares reported.



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                                   UNDERTAKING


The undersigned agree jointly to file the attached Statement of Beneficial
Ownership on Schedule 13G with the U.S. Securities Exchange Commission and ABM
INDUSTRIES INCORPORATED





Dated:  February 9, 2001


KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT, LLC


         By:    /s/ RICHARD A. KAYNE
                -------------------------------------
                Richard A. Kayne,
                Management Committee Co-Chair & CEO



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