Registration No. 33-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM S-8
                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933

                  ABM INDUSTRIES INCORPORATED
       (Exact name of issuer as specified in its charter)
            Delaware                       94-1369354
  (State or other jurisdiction           (I.R.S. employer
of incorporation or organization)       identification number)

 50 Fremont Street, Suite 2600, San Francisco, California 94105
     (Address of principal executive offices)   (Zip Code)

       ABM INDUSTRIES INCORPORATED 1987 STOCK OPTION PLAN
                    (Full title of the plan)

                      Harry H. Kahn, Esq.
    Corporate Vice President, General Counsel and Secretary
   ABM Industries Incorporated 50 Fremont Street, Suite 2600
                 San Francisco, California 94105
            (Name and address of agent for service)
  Telephone number, including area code, of agent for service:
                         (415) 597-4500

                            Copy to:
                    Therese A. Mrozek, Esq.
                 Orrick, Herrington & Sutcliffe
                       400 Sansome Street
                San Francisco, California 94111

                CALCULATION OF REGISTRATION FEE
=================================================================
                            Proposed                      
                             Maximum     Proposed         
Title of                    Offering     Maximum          
Securities                    Price     Aggregate    Amount of
to be         Amount to be     Per       Offering    Registra-
Registered     Registered    Share*       Price       tion Fee
___________  _____________   _______  _____________  _________
Common                                                    
Stock and                                                 
Options to                                                
Purchase                                                  
Common          500,000                                   
Stock            shares      $17.875  $8,937,500.00  $3,082.00
=================================================================
* Estimated solely for the purpose of calculating the
registration fee on the basis of $17.875 per share, the average
of the high and low prices for the Common Stock on the New York
Stock Exchange on March 24, 1994.



        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
      The following documents are incorporated by reference in
 this registration statement:  (i) ABM Industries Incorporated's
 (the "Company") latest annual report filed pursuant to
 Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
 (the "Exchange Act"); (ii) all other reports filed by the
 Company pursuant to Sections 13(a) or 15(d) of the Exchange Act
 since the end of the fiscal year covered by the Company's latest
 annual report; and (iii) the description of the Company's common
 stock set forth in the Company's Registration Statement on Form
 8-A relating thereto, including any amendment or report filed
 for the purpose of updating such description.  All documents
 filed by the Company after the date of this registration
 statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of
 the Exchange Act, prior to the filing of a post-effective
 amendment (that indicates all securities offered have been sold
 or deregisters all securities then remaining unsold), shall be
 deemed to be incorporated by reference in this registration
 statement and to be a part hereof from the date of filing of
 such documents.
 
 ITEM 4.  DESCRIPTION OF SECURITIES
 
 Inapplicable.
 
 ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
 
 Inapplicable.
 
 ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
      As authorized by Section 145 of the Delaware Corporation
 Law, the Company's Certificate of Incorporation eliminate the
 personal liability of its directors to the Company or its
 stockholders for monetary damages for any breach of fiduciary
 duty as a director, except for:  (i) any breach of the duty of
 loyalty to the Company or its stockholders, (ii) acts or
 omissions not in good faith, (iii) intentional misconduct or a
 knowing violation of law, or (iv) any transaction from which the
 director derived an improper personal benefit.
 
      As authorized by Section 145 of the Delaware Corporation
 Law, the Company's By-Laws provide for the indemnification of
 the directors, officers, employees or agents of the Company in
 certain cases.  Indemnification shall be provided to directors
 and officers of the Company, or of other enterprises if serving
 at the request of the Company, against actual and reasonable
 costs, charges, expenses (including attorneys' fees), judgments,
 fines and amounts paid in settlement in connection with pending



 or completed actions, suits or proceedings, whether civil,
 criminal, administrative or investigative (other than action by
 or in the right of the Company) if the director or officer acted
 in good faith and in a manner reasonably believed to be in or
 not opposed to the best interest of the Company, and, with
 respect to any criminal action or proceeding, had no reasonable
 cause to believe the conduct was unlawful.
 
      If such proceeding is brought by or on the behalf of the
 Company, a similar standard of care is applicable, except that
 no indemnification shall be made with respect to any matter as
 to which such person is adjudged to be liable to the Company
 unless and only to the extent that the court shall determine
 such person is fairly and reasonably entitled to indemnification
 of such costs.
 
      The Company's By-Laws further provide that, notwithstanding
 the foregoing, directors, officers, employees and agents shall
 be indemnified of all actual and reasonable costs to the extent
 that such persons are successful on the merits or otherwise.
 
           In addition to the above, the Company has entered into
 an Indemnification Agreement with its directors.  The
 Indemnification Agreement provides directors with the same
 indemnification by the Company as set forth in the preceding
 paragraphs except that the Indemnification Agreement differs
 from the By-Laws in the following significant respects:
 (1) indemnification is provided to directors in excess of that
 provided by any insurance coverage; and (2) no indemnification
 shall be provided on account of any action commenced by the
 director in his or her individual right against the Company, its
 directors, officers and stockholders unless authorized by a
 majority of disinterested directors.
 
      There exists directors and officers liability insurance
 presently outstanding which insures directors and officers of
 the Company.  The losses covered by the policy are subject to
 certain exclusions and the policy contains certain deductible
 provisions.  All exclusions and deductibles are specifically
 indemnified in the Indemnification Agreement discussed in the
 preceding paragraph.
 
 ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
 
 Inapplicable.



 
 ITEM 8.  EXHIBITS
 
 4.1  The ABM Industries Incorporated 1987 Stock Option Plan.
 
 4.2  Form of Incentive Stock Option Agreement.
 
 4.3  Form of Nonqualified Stock Option Agreement.
 
 5.1  Opinion of Harry H. Kahn, Esq.
 
 23.1 Consent of KPMG Peat Marwick
 
 23.2 Consent of Harry H. Kahn, Esq. is included in Exhibit 5.1.
 
 24.1 Power of Attorney of Directors.
 
 ITEM 9.   UNDERTAKINGS
 
      (a)  The undersigned registrant hereby undertakes:
 
           (1)  To file, during any period in which offers or
 sales are being made, a post-effective amendment to this
 registration statement:
 
                (i)  To include any prospectus required by
 section 10(a)(3) of the Securities Act of 1933;
 
               (ii)  To reflect in the prospectus any facts or
 events arising after the effective date of the registration
 statement (or the most recent post-effective amendment thereof)
 which, individually or in the aggregate, represent a fundamental
 change in the information set forth in the registration
 statement;
 
              (iii)  To include any material information with
 respect to the plan of distribution not previously disclosed in
 the registration statement or any material change to such
 information in the registration statement;
 
           Provided, however, that paragraphs (a)(1)(i) and
 (a)(1)(ii) do not apply if the registration statement is on
 Form S-3 or Form S-8 and the information required to be included
 in a post-effective amendment by those paragraphs is contained
 in periodic reports filed by the registrant pursuant to
 section 13 or section 15(d) of the Securities Exchange Act of
 1934 that are incorporated by reference in the registration
 statement.


 
           (2)  That, for the purpose of determining any
 liability under the Securities Act of 1933, each such
 post-effective amendment shall be deemed to be a new
 registration statement relating to the securities offered
 therein, and the offering of such securities at that time shall
 be deemed to be the initial bona fide offering thereof.
 
           (3)  To remove from registration by means of a
 post-effective amendment any of the securities being registered
 which remain unsold at the termination of the offering.
 
      (b)  The undersigned registrant hereby undertakes that, for
 purposes of determining any liability under the Securities Act
 of 1933 each filing of the registrant's annual report pursuant
 to section 13(a) or section 15(d) of the Securities Exchange Act
 of 1934 (and, where applicable, each filing of the Plan's annual
 report pursuant to section 15(d) of the Securities Exchange Act
 of 1934) that is incorporated by reference in the registration
 statement shall be deemed to be a new registration statement
 relating to the securities offered therein, and the offering of
 such securities at that time shall be deemed to be the initial
 bona fide offering thereof.
 
      (c)  Insofar as indemnification for liabilities arising
 under the Securities Act of 1933 may be permitted to directors,
 officers and controlling persons of the registrant pursuant to
 the foregoing provisions, or otherwise, the registrant has been
 advised that in the opinion of the Securities and Exchange
 Commission such indemnification is against public policy as
 expressed in the Act and is, therefore, unenforceable.  In the
 event that a claim for indemnification against such liabilities
 (other than the payment by the registrant of expenses incurred
 or paid by a director, officer or controlling person of the
 registrant in the successful defense of any action, suit or
 proceeding) is asserted by such director, officer or controlling
 person in connection with the securities being registered, the
 registrant will, unless in the opinion of its counsel the matter
 has been settled by controlling precedent, submit to a court of
 appropriate jurisdiction the question whether such
 indemnification by it is against public policy as expressed in
 the Act and will be governed by the final adjudication of such
 issue.






                            Signatures
 
 
 THE REGISTRANT
 
 Pursuant to the requirements of the Securities Act of 1933, the
 registrant certifies that it has reasonable grounds to believe
 that it meets all of the requirements for filing on Form S-8 and
 has duly caused this registration statement to be signed on its
 behalf by the undersigned, thereunto duly authorized, in the
 City of San Francisco, State of California on the 29th day of
 March, 1994.
 
ABM INDUSTRIES INCORPORATED
(Registrant)


 /s/ William W. Steele
     William W. Steele
President and Chief Operating Officer



Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dated indicated.

    Signature                       Title                  Date

Principal Executive Officer:


 /s/ Sydney J. Rosenberg
     Sydney J. Rosenberg        Chairman of the        March 29, 1994
                                Board and Chief
                                Executive Officer

Principal Financial Officer:


  /s/ David H. Hebble
      David H. Hebble           Corporate Vice         March 29, 1994
                                President and Chief
                                Financial Officer

Principal Accounting Officer:


  /s/ Hussain A. Khan
      Hussain A. Khan           Corporate              March 29, 1994
                                Controller






Directors:


*/s/ Claude M. Ballard, Jr.
     Claude M. Ballard, Jr.     Director               March 29, 1994


*/s/ Maryellen B. Cattani
     Maryellen B. Cattani       Director               March 29, 1994


*/s/ Robert S. Dickerman
     Robert S. Dickerman        Director               March 29, 1994


*/s/ John F. Egan
     John F. Egan               Director               March 29, 1994


*/s/ Charles T. Horngren
     Charles T. Horngren        Director               March 29, 1994


*/s/ Felix M. Juda
     Felix M. Juda              Director               March 29, 1994


*/s/ William E. Walsh
     William E. Walsh           Director               March 29, 1994


*/s/ Martin H. Mandles
     Martin H. Mandles          Director               March 29, 1994


*/s/ Sydney J. Rosenberg
     Sydney J. Rosenberg        Director               March 29, 1994


*/s/ Theodore Rosenberg
     Theodore Rosenberg         Director               March 29, 1994


*/s/ William W. Steele
     William W. Steele          Director               March 29, 1994


* By /s/ Harry H. Kahn
          Harry H. Kahn,
        Attorney-in-Fact


A majority of the members of the Board of Directors.







                         EXHIBIT INDEX

4.1  The ABM Industries Incorporated 1987 Stock Option Plan.

4.2   Form of Stock Option Agreement.

4.3   Form of Nonqualified Stock Option Agreement.

5.1  Opinion of Harry H. Kahn, Esq.

23.1 Consent of KPMG Peat Marwick

23.2 Consent of Harry H. Kahn, Esq. is included in Exhibit 5.1.

24.1 Power of Attorney of Directors.






                          EXHIBIT 4.1

            ABM INDUSTRIES INCORPORATED
                     1987 STOCK OPTION PLAN


                           ARTICLE I

                            GENERAL

1.    PURPOSE.

      This 1987 Stock Option Plan (the "Plan") is intended to
increase incentive and to encourage stock ownership on the part
of nonemployee directors of ABM Industries Incorporated 
 (the "Company") and selected key employees of
the Company or of other corporations which are or become
subsidiaries of the Company, and other individuals whose efforts
may aid the Company.  It is also the purpose of the Plan to
provide such employees and other individuals with a proprietary
interest, or to increase their proprietary interest, in the
Company and its subsidiaries, and to encourage them to remain in
the employ of the Company or its subsidiaries.  It is intended
that certain options granted pursuant to the Plan shall
constitute incentive stock options within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the
"Code"), and that certain other options granted pursuant to the
Plan shall not constitute incentive stock options ("nonqualified
stock options").

2.    ADMINISTRATION.

      The Plan shall be administered by the Executive
Compensation Committee (the "Committee") of the Board of
Directors of the Company (the "Board").  The Committee shall from
time to time at its discretion make determinations with respect
to the persons to whom options shall be granted and the amount of
such options.  The Committee shall consist of not fewer than
three members of the Board.  Each member of the Committee shall
be a "disinterested person" as defined in Rule 16b-3 under the
Securities Exchange Act of 1934, as amended ("Rule 16b-3").

      The interpretation and construction by the Committee of any
provisions of the Plan or of any option granted under it shall be
final.  No member of the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or
any option granted under it.



3.    ELIGIBILITY.

      Subject to Section 2 of this Article I, the persons who
shall be eligible to receive options under the Plan shall be such
officers and key employees (including directors who are also
salaried employees of the Company) of the Company as the
Committee shall select.  In addition, independent contractors of
the Company who are not also salaried employees of the Company
shall be eligible to receive nonqualified stock options (but such
persons shall not be eligible to receive incentive stock
options).  The terms "officers and key employees" as used herein
shall mean such key employees as may be determined by the
Committee in its sole discretion.  Directors of the Company who
are not employees of the Company nor of any of its subsidiary
corporations ("nonemployee directors") shall be eligible only for
the options automatically granted pursuant to Article V.

      Except where the context otherwise requires, the term
"Company," as used herein, shall include (i) ABM Industries
Incorporated  and (ii) any of its "subsidiary
corporations" which meet the definition of subsidiary corporation
contained in Section 424(f) of the Code, and the terms "officers
and key employees of the Company," and words of similar import,
shall include officers and key employees of each such subsidiary
corporation, as well as officers and key employees of ABM Industries 
Incorporated.

4.    SHARES OF STOCK SUBJECT TO THE PLAN.

      The shares that may be issued under the Plan shall be
authorized and unissued or reacquired shares of the Company's
common stock (the "Common Stock").  The aggregate number of
shares which may be issued under the Plan shall not exceed
1,100,000 shares of Common Stock, unless an adjustment is
required in accordance with Article III.

5.    AMENDMENT OF THE PLAN.

      The Board of Directors may at any time, or from time to
time, amend this Plan in any respect, except that, to the extent
required to maintain this Plan's qualification under Rule 16b-3,
any such amendment shall be subject to stockholder approval.  In
addition, as required by Rule 16b-3, the provisions of Article V
regarding the formula for determining the amount, exercise price,
and timing of nonemployee director options shall in no event be
amended more than once every six months, other than to comport
with changes in the Code and/or the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").  (ERISA is
inapplicable to the Plan.)



6.    APPROVAL OF STOCKHOLDERS.

      All options granted under the Plan before the Plan is
approved by affirmative vote at the next meeting of stockholders
of the Company, or any adjournment thereof, of the holders of a
majority of the outstanding shares of Common Stock shall be
subject to such approval.  No option granted hereunder may become
exercisable unless and until such approval is obtained.

7.    TERM OF PLAN.

      Options may be granted under the Plan until December 31,
1996, the date of termination of the Plan.  Notwithstanding the
foregoing, each option granted under the Plan shall remain in
effect until such option has been satisfied by the issuance of
shares or terminated in accordance with its terms and the terms
of the Plan.

8.    RESTRICTIONS.

      All options granted under the Plan shall be subject to the
requirement that, if at any time the Committee shall determine,
in its discretion, that the listing, registration or
qualification of the shares subject to options granted under the
Plan upon any securities exchange or under any state or federal
law, or the consent or approval of any government regulatory
body, is necessary or desirable as a condition of, or in
connection with, the granting of such option or the issuance, if
any, or purchase of shares in connection therewith, such option
may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the
Committee.

9.    NONASSIGNABILITY.

      No option shall be assignable or transferable by the
grantee except by will or by the laws of descent and
distribution.  During the lifetime of the optionee, the option
shall be exercisable only by him, and no other person shall
acquire any rights therein.

10.   WITHHOLDING TAXES.

      Whenever shares of Common Stock are to be issued under the
Plan, the Company shall have the right to require the optionee to
remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the
delivery of any certificate or certificates for such shares.




11.   DEFINITION OF "FAIR MARKET VALUE."

      For the purposes of this Plan, the term "fair market
value," when used in reference to the date of grant of an option
or the date of surrender of Common Stock in payment for the
purchase of shares pursuant to the exercise of an option, as the
case may be, shall refer to the mean between the highest and
lowest sale prices of the Common Stock as quoted in the Composite
Transactions Index for the New York Stock Exchange, on such date
as published in the "Wall Street Journal" and determined by the
Committee, or if no sale price was quoted in any such Index on
such date, then as of the next preceding date on which such a
sale price was quoted.


                           ARTICLE II

                         STOCK OPTIONS

1.    AWARD OF STOCK OPTIONS.

      Awards of stock options may be made under the Plan under
all the terms and conditions contained herein.  However, in the
cases of incentive stock options the aggregate fair market value
(determined as of the date of grant) of the stock with respect to
which incentive stock options are exercisable for the first time
by such officer or key employee during any calendar year (under
all incentive stock option plans of the Company and its parent
and subsidiary corporations) shall not exceed $100,000.  The date
on which any option is granted shall be the date of the
Committee's authorization of such grant or such later date as may
be determined by the Committee at the time such grant is
authorized.

2.    TERM OF OPTIONS AND EFFECT OF TERMINATION.

      Notwithstanding any other provision of the Plan, no
nonqualified stock option granted under the Plan shall be
exercisable after the expiration of ten (10) years and one (1)
month from the date of its grant, and no incentive stock option
granted under the Plan shall be exercisable after the expiration
of ten (10) years from the date of grant.  In addition,
notwithstanding any other provision of the Plan, no incentive
stock option granted under the Plan to a person who, at the time
such option is granted and in accordance with Section 425(d) of
the Code, owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company
shall be exercisable after the expiration of five (5) years from
the date of its grant.

      In the event that any outstanding option under the Plan
expires by reason of lapse of time or otherwise is terminated for
any reason, then the shares of Common Stock subject to any such
option which have not been issued pursuant to the exercise of the
option shall again become available in the pool of shares of
Common Stock for which options may be granted under the Plan.



3.    CANCELLATION OF AND SUBSTITUTION FOR NONQUALIFIED OPTIONS.

      The Company shall have the right to cancel any nonqualified
stock option at any time before it otherwise would have expired
by its terms and to grant to the same optionee in substitution
therefor a new nonqualified stock option stating an option price
which is lower (but not higher) than the option price stated in
the cancelled option.  Any such substituted option shall contain
all other terms and conditions of the cancelled option provided,
however, that notwithstanding Section 2 of this Article II such
substituted option shall not be exercisable after the expiration
of ten (10) years from the date of grant of the cancelled option.

4.    TERMS AND CONDITIONS OF OPTIONS.

      Options granted pursuant to the Plan shall be evidenced by
agreements in such form as the Committee shall from time to time
determine, which agreements shall comply with the following terms
and conditions.

(A)   Optionee's Agreement

      Each optionee shall agree to remain in the employ of and to
render to the Company his services for a period of one (1) year
from the date of the option, but such agreement shall not impose
upon the Company any obligation to retain the optionee in its
employee for any period.

(B)   Number of Shares and Type of Option

      Each option agreement shall state the number of shares to
which the option pertains and whether the option is intended to
be an incentive stock option or a nonqualified stock option.
Notwithstanding any contrary provision of the Plan, during any
single fiscal year of the Company, no individual shall be granted
options covering more than 25,000 shares of Common Stock.

(C)   Option Price

      Each option agreement shall state the option price per
share (or the method by which such price shall be computed).  The
option price per share shall not be less than 99% of the fair
market value of a share of the Common Stock on the date such
option is granted.  In the case of an incentive stock option the
option price shall be not less than 100% of the fair market value
of a share of the Common Stock on the date such option is
granted.  Notwithstanding the foregoing, the option price per
share of an incentive stock option granted to a person who, on
the date of such grant and in accordance with Section 424(d) of
the Code, owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company
shall be not less than 110% of the fair market value of a share
of the Common Stock on the date that the option is granted.


(D)   Medium and Time of Payment

      The option price shall be payable upon the exercise of an
option in the legal tender of the United States or, in the
discretion of the Committee, in shares of the Common Stock or in
a combination of such legal tender and such shares.  Upon receipt
of payment, the Company shall deliver to the optionee (or person
entitled to exercise the option) a certificate or certificates
for the shares of Common Stock to which the option pertains.

(E)   Exercise of Options

      Pursuant to the terms of a written option agreement
approved by the Committee, each option shall become exercisable
in increments of twenty percent (20%) of the shares subject to
the option, commencing one year after the date that the option
was granted, but only if the optionee has been continuously
employed by the Company from the date of grant through the date
of vesting.  The Committee may, in its discretion, waive any
vesting provisions contained in an option agreement.

      To the extent that an option has become vested (except as
provided in Article III), and subject to the foregoing
restrictions, it may be exercised in whole or in such lesser
amount as may be authorized by the option agreement provided,
however, that no partial exercise of an option shall be for fewer
than twenty-five (25) shares.  If exercised in part, the
unexercised portion of an option shall continue to be held by the
optionee and may thereafter be exercised as herein provided.

(F)   Termination of Employment Except by Disability or Death

      In the event that an optionee shall cease to be employed by
the Company for any reason other than his death or disability,
his option shall terminate on the date three (3) months after the
date that he ceases to be an employee of the Company.

(G)   Disability of Optionee

      If an optionee shall cease to be employed by the Company by
reason of his becoming permanently and totally disabled within
the meaning of Section 22(e)(3) of the Code (as determined by the
Committee), such option shall terminate on the date one (1) year
after cessation of employment due to such disability.

(H)   Death of Optionee and Transfer of Option

      If an optionee should die while in the employ of the
Company, or within the three-month period after termination of
his employment with the Company during which he is permitted to
exercise an option in accordance with Subsection 4(F) of this
Article II, such option shall terminate on the date one (1) year
after the optionee's death.  During such one-year period, such
option may be exercised by the executors or administrators of the



optionee's estate or by any person or persons who shall have
acquired the option directly from the optionee by his will or the
applicable law of descent and distribution.  During such one-year
period, such option may be exercised with respect to the number
of shares for which the deceased optionee would have been
entitled to exercise it at the time of his death and also with
respect to 10 percent of the additional number of shares for
which he would have been entitled to exercise it during the
balance of the option period, had he survived and remained in the
employ of the Company.


                          ARTICLE III

             RECAPITALIZATIONS AND REORGANIZATIONS

      The number of shares of Common Stock covered by the Plan,
and the number of shares and price per share of each outstanding
option, shall be proportionately adjusted for any increase or
decrease in the number of issued and outstanding shares of Common
Stock resulting from a subdivision or consolidation of shares or
the payment of a stock dividend, or any other increase or
decrease in the number of issued and outstanding shares of Common
Stock effected without receipt of consideration by the Company.

      If the Company shall be the surviving corporation in any
merger or consolidation, each outstanding option shall pertain
(unless the Committee determines the provisions of the following
sentence are applicable to such merger or consolidation) to and
apply to the securities to which a holder of the same number of
shares of Common Stock that are subject to that option would have
been entitled.  A dissolution or liquidation of the Company, a
merger or consolidation in which the Company is not the surviving
corporation or a "change in control" of the Company (as defined
below) (each a "Terminating Transaction"), shall cause each
outstanding option to terminate, unless the agreement of merger
or consolidation or any agreement relating to a dissolution,
liquidation or change in control shall otherwise provide,
provided that each optionee in the event of a Terminating
Transaction which will cause his option to terminate shall have
the right immediately prior to such Terminating Transaction to
exercise his option in whole or in part, subject to every
limitation on the exercisability of such option other than any
vesting provisions.  For purposes hereof, a "change of control"
shall be deemed to have occurred when (i) a person or group of
persons acquires fifty percent (50%) or more of the Company's
voting securities, and (ii) the Board of Directors of the Company
or the Committee shall have determined that such a "change of
control" has occurred or the criteria for a "change of control,"
as established by the Board or Committee, has been satisfied.

      The foregoing adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and
conclusive.



      The grant of an option pursuant to the Plan shall not
affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or any part of its
business or assets.


                           ARTICLE IV

                    MISCELLANEOUS PROVISIONS

1.    RIGHTS AS A STOCKHOLDER.

      An optionee or a transferee of an option shall have no
rights as a stockholder with respect to any shares covered by an
option until the date of the receipt of payment (including any
amounts required by the Company pursuant to Section 10 of
Article I) by the Company.  No adjustment shall be made as to any
option for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other rights
for which the record date is prior to such date of receipt of
payment, except as provided in Article III.

2.    MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS.

      Subject to the terms and conditions and within the
limitations of the Plan, the Committee may modify, extend, renew
or cancel outstanding options granted under the Plan.
Notwithstanding the foregoing, however, no modification of an
option shall, without the consent of the optionee impair or
diminish any rights or obligations under any option theretofore
granted under the Plan.  For purposes of the preceding sentence,
the right of the Company pursuant to Section 3 of Article II to
cancel any outstanding nonqualified option and to issue therefor
a substituted nonqualified option stating a lower option price
shall not be construed as impairing or diminishing an optionee's
rights or obligations.

3.    OTHER PROVISIONS.

      The option agreements authorized under the Plan shall
contain such other provisions, including, without limitation,
restrictions upon the exercise of the option or restrictions
required by any applicable securities laws, as the Committee
shall deem advisable.

4.    APPLICATION OF FUNDS.

      The proceeds received by the Company from the sale of
Common Stock pursuant to the exercise of options will be used for
general corporate purposes.

5.    NO OBLIGATION TO EXERCISE OPTION.

      The granting of an option shall impose no obligation upon
the optionee or a transferee of the option to exercise such
option.


                          ARTICLE V 

                 NONEMPLOYEE DIRECTOR OPTIONS

      The provisions of this Article V are applicable only to
options granted to nonemployee directors.  The provisions of
Article II are applicable to options granted to other
individuals.

1.    GRANTING OF OPTIONS.

      Each nonemployee director who is a nonemployee director on
the date of the 1994 Annual Meeting of Stockholders,
automatically will receive, as of such date only, an option to
purchase 2,000 shares of Common Stock.

      Each nonemployee director who becomes a nonemployee
director after the 1994 Annual Meeting of Stockholders,
automatically will receive, as of the date of such nonemployee
director's election or appointment to the Board of Directors of
the Company, an option to purchase 2,000 shares of Common Stock.

      Each continuing nonemployee director (i.e., a nonemployee
director who has received an initial grant of an option to
purchase 2,000 shares of Common Stock) automatically will
receive, on the first day of each subsequent fiscal year, an
option to purchase 2,000 shares of Common Stock.

2.    TERMS OF OPTIONS.

(A)  Option Agreement

      Each option shall be evidenced by a written stock option
agreement which shall be executed by the optionee and the
Company.

(B)  Option Price

      The price of the shares subject to each option shall be
100% of the fair market value for such shares on the date that
the option is granted.

(C)  Exercisability       An option granted pursuant to this
Article V shall become exercisable in increments of twenty
percent (20%) of the shares subject to the option, commencing one
year after the date that the option was granted, but only if the
optionee has been a nonemployee director continuously from the
date of grant through the date of vesting.

(D)  Expiration of Options

      In the event that an optionee shall cease to be a
nonemployee director for any reason other than his death or
disability, his option shall terminate on the date three (3)
months after the date that he ceases to be a nonemployee
director.



      If an optionee shall cease to be a nonemployee director by
reason of his becoming permanently and totally disabled within
the meaning of Section 22(e)(3) of the Code (as determined by the
Committee), such option shall terminate on the date one (1) year
after his cessation of service as a nonemployee director.

      If an optionee should die while a nonemployee director, or
within the three-month period described above in this Subsection
2(D), such option shall terminate on the date one (1) year after
the optionee's death.  During such one-year period, such option
may be exercised by the executors or administrators of the
optionee's estate or by any person or persons who shall have
acquired the option directly from the optionee by his will or the
applicable law of descent and distribution.  During such one-year
period, such option may be exercised with respect to the number
of shares for which the deceased optionee would have been
entitled to exercise it at the time of his death and also with
respect to 10 percent of the additional number of shares for
which he would have been entitled to exercise it during the
balance of the option period, had he survived and remained a
nonemployee director.

(E)   Incentive Stock Options.

      Options granted pursuant to this Article V shall not be
designated as incentive stock options.

(F)   Other Terms.

      All provisions of the Plan not inconsistent with this
Article V shall apply to options granted to nonemployee
directors.





                          EXHIBIT 4.2

                INCENTIVE STOCK OPTION AGREEMENT


 THIS AGREEMENT made and entered into this [DATE], by and between
ABM Industries Incorporated, a  Delaware corporation (the
"Company"), and _________________, an employee (the "Employee")
of the Company or of a subsidiary of the Company (hereinafter
included within the term "Company") within the meaning of Section
425(f) of the Internal Revenue Code of 1986, as amended (the
"Code"),

                      W I T N E S S E T H:

 WHEREAS, the Company has adopted the 1987 Stock Option Plan (the
"Plan"), providing for the granting to its employees of stock
options relating to shares of its common stock (the "Common
Stock") and the administering of the Plan by the Executive
Compensation Committee of the Board of Directors ("Committee");
and

 WHEREAS, the Plan provides for the grant of certain options
which are intended to be incentive stock options ("incentive
stock options" or "options") within the meaning of Section 422 of
the Code; and

 WHEREAS, the Employee is an officer or key employee who is in a
position to make an important contribution to the long-term
performance of the Company;

 NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth and other good and
valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:

 1.   The Company hereby grants to the Employee an incentive
stock option to purchase ______ shares of the Common Stock at the
price set forth in Paragraph 2, on the terms and conditions
hereinafter stated.  In consideration of the grant of this option
and the other rights which are being concurrently granted to him,
the Employee hereby agrees to continue in the employment of the
Company for a period of at least one year from the date of grant
of this option.

 2.   The purchase price per share is [NUMBER] which is hereby
agreed to be 100% of the fair market value, as defined in
Paragraph 4, of such Common Stock at the date of grant.



 3.   This option may not be exercised in whole or in part until
[DATE].  On [DATE] this option shall become exercisable with
respect to twenty (20) percent of the number of shares stated in
Paragraph 1.  Upon the expiration of twelve (12) months from
[DATE], this option may be exercised to the extent of twenty (20)
percent of the shares subject to the option plus the shares as to
which the right to exercise the option has previously accrued but
has not been exercised (for a total of 40%).  Upon the expiration
of the next twelve (12) month period thereafter, this option may
be exercised to the extent of twenty (20) percent of the shares
subject to the option plus the shares as to which the right to
exercise the option has previously accrued but has not been
exercised (for a total of 60%).  Upon the expiration of the next
twelve (12) month period thereafter, this option may be exercised
to the extent of twenty (20) percent of the shares subject to the
option plus the shares as to which the right to exercise the
option has previously accrued but has not been exercised (for a
total of 80%).  Upon the expiration of the next twelve (12) month
period thereafter, this option will be fully exercisable.

 Notwithstanding any other provision of this Agreement, this
option is not exercisable after the expiration of ten years from
the date hereof.

 4.   For the purposes of this Agreement, the terms "fair market
value," when used in reference to the date of  grant of this
option or the date of any surrender of Common Stock in payment
for the purchase of shares pursuant to the exercise of this
option, as the case may be, shall refer to the mean between the
highest and lowest sale prices of the Common Stock quoted in the
Composite Transactions Index for the New York Stock Exchange, on
such date as published in the "Wall Street Journal" and
determined by the Committee or if no sale price was quoted in any
such Index on such date, as of the next preceding date on which
such a sale price was quoted.

 5.   The number of shares of Common Stock covered hereby and the
price per share thereof shall be proportionately adjusted for any
increase or decrease in the number of issued and outstanding
shares of Common Stock resulting from a subdivision or
consolidation of shares or the payment of a stock dividend, or
any other increase or decrease in the number of issued and
outstanding shares of Common Stock effected without receipt of
consideration by the Company.

 If the Company shall be the surviving corporation in any merger
or consolidation, this option (to the extent that it is still
outstanding) shall pertain (unless the Committee determines the
provisions of the following sentence are applicable to such
merger or consolidation) to and apply to the securities of which
a holder of the same number of shares of Common Stock that are
subject to the option would have been entitled.  A dissolution or
liquidation of the Company, a merger or consolidation in which
the Company is not the surviving corporation or a "change in
control" of the Company (as defined below) (each a "Terminating


agreement of merger or consolidation or any agreement relating to
a dissolution liquidation or change in control shall otherwise
provide, provided that the Employee in the event of a Terminating
Transaction which will cause his option to terminate shall have
the right immediately prior to such Terminating Transaction to
exercise this option in whole or in part subject to every
limitation on exercisability provided herein other than the
vesting provision set forth in Paragraph 3.  For purposes hereof,
a "change in control" shall be deemed to have occurred when (i) a
person or group of persons acquires fifty percent (50%) or more
of the Company's voting securities, and (ii) the Board of
Directors of the Company or the Committee shall have determined
that such a "change in control" has occurred or the criteria for
a "change in control," as established by the Board or Committee
has been satisfied.

 The foregoing adjustments shall be made by the Committee, whose
determination in that respect shall be final, binding and
conclusive.

 The grant of the options shall not affect in any way the right
or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure
or to merge or to consolidate or to dissolve, liquidate or sell,
or transfer all or any part of its business or assets.

 6.   No partial exercise of this option will be permitted for
fewer than twenty-five shares.

 7.   In the event of termination of the Employee's employment
for any reason other than his death or disability, this option
may not be exercised after three months after the date he ceases
to be an employee of the Company.

 8.   This option shall be exercisable during the Employee's
lifetime only by him and shall be nontransferable by the Employee
otherwise than by will or the laws of descent and distribution.

 9.   In the event the Employee ceases to be employed by the
Company on account of his permanent and total disability within
the meaning of Section 22(e)(3) of the Code (as determined by the
Committee) this option may not be exercised after one year after
cessation of employment due to such disability.

 10.  In the event of the Employee's death while in the employ of
the Company, or during the three-month period following
termination of employment during which the Employee is permitted
to exercise this option pursuant to Paragraph 8, this option may
not be exercised after the date one year after the Employee's
death.  During such one-year period, this option may be exercised
by the executor or administrator of the Employee's estate or any
person who shall have acquired the option from the Employee by
his will or the applicable law of descent and distribution.
During such one-year period, such option may be exercised with
respect to the number of shares for which the deceased optionee
would have been entitled to exercise it at the time of his death
and also with respect to ten percent of the additional number of



shares for which he would have been entitled to exercise it
during the balance of the option period, had he survived and
remained in the employ of the Company.  Any such transferee
exercising this option must furnish the Company upon request of
the Committee (a) written notice of his status as transferee, (b)
evidence satisfactory to the Company to establish the validity of
the transfer of the option in compliance with any laws or
regulations pertaining to said transfer, and (c) written
acceptance of the terms and conditions of the option as
prescribed in this Agreement.

 11.  This option may be exercised by the person then entitled to
do so as to any share which may then be purchased by giving
written notice of exercise to the Company, specifying the number
of full shares to be purchased and accompanied by full payment of
the purchase price thereof and the amount of any income tax the
Company is required by law to withhold by reason of such
exercise.  The purchase price shall be payable in cash.

 12.  Neither the Employee nor any person claiming under or
through him shall be or have any of the rights or privileges of a
stockholder of the Company in respect of any of the shares
issuable upon the exercise of the option until the date of
receipt of payment (including any amounts required by income tax
withholding requirements) by the Company.

 13.  Any notice to be given to the Company under the terms of
this Agreement shall be addressed to ABM Industries Incorporated,
in care of its Corporate Secretary, at 50 Fremont Street, Suite
2600, San Francisco, California 94105, or at such other address
as the Company  may hereafter designate in writing.  Any notice
to be given to the Employee shall be addressed to the Employee at
the address set forth beneath his signature hereto, or at any
such other address as the Employee may hereafter designate in
writing.  Any such notice shall be deemed to have been duly given
if and when enclosed in a properly sealed envelope, addressed as
aforesaid, registered and deposited, postage and registry fee
prepaid, in a post office or branch post office regularly
maintained by the United States Government.

 14.  Except as otherwise provided herein, the option herein
granted and the rights and privileges conferred hereby shall not
be transferred, assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) and shall not be
subject to sale under execution attachment or similar process
upon the rights and privileges conferred hereby.  Upon any
attempt to transfer, assign, pledge or otherwise dispose of said
option, or of any right or privilege conferred hereby, contrary
to the provisions hereof, or upon any attempted sale under any
execution, attachment or similar process upon the rights and
privileges conferred hereby, said option and the rights and
privileges conferred hereby shall immediately become null and
void.

 15.  Subject to the limitations on transferability contained
herein, this Agreement shall be binding upon and inure to the
benefit of the heirs, legal representatives, successors and
assigns of the parties hereto.



 16.  The rights awarded hereby are subject to the requirement
that, if at any time the Committee shall determine, in its sole
discretion, that the listing, registration or qualification of
the shares of Common Stock subject to such rights upon any
securities exchange or under any state or Federal law, or the
consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection with,
the granting of such rights or issuance of shares in connection
therewith, such rights may not be exercised in whole or in part
unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any
conditions not acceptable to the Committee.

 17.  In the event the Employee disposes of any of the shares
that may be acquired hereunder within two years of the date
hereof or within one year of the date such shares are acquired
hereunder, Employee agrees to notify the Company in writing
within ten days of the date of such disposition of the number of
shares disposed of, the nature of the transaction, and the amount
received (if any) upon such disposition.  Employee understands
that such a disposition may result in imposition of withholding
taxes, and agrees to remit to the Company on request any amount
requested to satisfy any withholding tax liability.

 18.  The Employee agrees to notify in writing the Corporate
Secretary of the Company of his intention, if any, to terminate
his employment within ten days after said intention is formed.

 19.  Subject to any employment contract with the Employee, the
terms of employment of the Employee shall be determined from time
to time by the Company or the subsidiary employing the Employee,
as the case may be, and the Company, or the subsidiary employing
the Employee, as the case may be,  shall have the right, which is
hereby expressly reserved, to terminate the employee or change
the terms of the employment at any time for any reason
whatsoever, with or without good cause.

 20.  Whenever shares of Common Stock are to be issued to the
Employee in satisfaction of the rights conferred hereby, the
Company shall have the right to require the Employee to remit to
the Company an amount sufficient to satisfy federal, state and
local withholding tax requirements prior to the delivery of any
certificate or certificates for such shares.

 21.  The Committee shall have the power to interpret the Plan
and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are
consistent therewith and to interpret or revoke any such rules.
All actions taken and all interpretations and determinations made
by the Committee in good faith shall be final and binding upon
Employee, the Company and all other interested persons.  No
member of the Committee shall be personally liable for any
action, determination or interpretation made in good faith with
respect to the Plan or this Agreement.




 22.  In the event that any provision in this Agreement shall be
invalid or unenforceable, such provision shall be severable from,
and such invalidity or unenforceability shall not be construed to
have any effect on the remaining provisions of this Agreement.

 IN WITNESS HEREOF, the parties hereto have executed the
Agreement, in duplicate, the day and year first above written.

                     ABM INDUSTRIES INCORPORATED


                         By
                     Sydney J. Rosenberg,
                     Chairman of the Board and
                     Chief Executive Officer




ACCEPTED:




Employee


Address


Address








                          EXHIBIT 4.3

              NONQUALIFIED STOCK OPTION AGREEMENT

 THIS AGREEMENT made and entered into this [DATE], by and between
ABM Industries Incorporated, a  Delaware corporation (the
"Company"), and [NAME], a nonemployee director (the "Nonemployee
Director") of the Company,

                      W I T N E S S E T H:

 WHEREAS, the Company has adopted the 1987 Stock Option Plan (the
"Plan"), providing for the granting to its Nonemployee Directors
of stock options relating to shares of its common stock (the
"Common Stock") and the administering of the Plan by the
Executive Compensation Committee of the Board of Directors (the
"Committee"); and

 WHEREAS, the Plan provides for the grant of certain options
which are nonqualified options and not intended to be incentive
stock options ("nonqualified stock options" or "options") within
the meaning of Section 422 of the Code; and

 WHEREAS, the Nonemployee Director is in a position to make an
important contribution to the long-term performance of the
Company;

 NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth and other good and
valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:

 1.   The Company hereby grants to the Nonemployee Director a
nonqualified stock option to purchase [NUMBER] shares of the
Common Stock at the price set forth in Paragraph 2, on the terms
and conditions hereinafter stated.  In consideration of the grant
of this option and the other rights which are being concurrently
granted to him, the Nonemployee Director hereby agrees to
continue rendering his services as a director of the Company for
a period of at least one year from the date of grant of this
option.

 2.   The purchase price per share is [NUMBER] which is hereby
agreed to be 100% of the fair market value, as defined in
Paragraph 4, of such Common Stock at the date of grant.

 3.   This option may not be exercised in whole or in part until
[DATE].  On [DATE] this option shall become exercisable with
respect to twenty (20) percent of the number of shares stated in
Paragraph 1.  Upon the expiration of twelve (12) months from
[DATE], this option may be exercised to the extent of twenty (20)
percent of the shares subject to the option plus the shares as to
which the right to exercise the option has previously accrued but



has not been exercised (for a total of 40%).  Upon the expiration
of the next twelve (12) month period thereafter, this option may
be exercised to the extent of twenty (20) percent of the shares
subject to the option plus the shares as to which the right to
exercise the option has previously accrued but has not been
exercised (for a total of 60%).  Upon the expiration of the next
twelve (12) month period thereafter, this option may be exercised
to the extent of twenty (20) percent of the shares subject to the
option plus the shares as to which the right to exercise the
option has previously accrued but has not been exercised (for a
total of 80%).  Upon the expiration of the next twelve (12) month
period thereafter, this option will be fully exercisable.

 Notwithstanding any other provision of this Agreement, this
option is not exercisable after the expiration of ten years from
the date hereof.

 4.   For the purposes of this Agreement, the terms "fair market
value," when used in reference to the date of  grant of this
option or the date of any surrender of Common Stock in payment
for the purchase of shares pursuant to the exercise of this
option, as the case may be, shall refer to the mean between the
highest and lowest sale prices of the Common Stock quoted in the
Composite Transactions Index for the New York Stock Exchange, on
such date as published in the "Wall Street Journal" and
determined by the Committee or if no sale price was quoted in any
such Index on such date, as of the next preceding date on which
such a sale price was quoted.

 5.   The number of shares of Common Stock covered hereby and the
price per share thereof shall be proportionately adjusted for any
increase or decrease in the number of issued and outstanding
shares of Common Stock resulting from a subdivision or
consolidation of shares or the payment of a stock dividend, or
any other increase or decrease in the number of issued and
outstanding shares of Common Stock effected without receipt of
consideration by the Company.

 If the Company shall be the surviving corporation in any merger
or consolidation, this option (to the extent that it is still
outstanding) shall pertain (unless the Committee determines the
provisions of the following sentence are applicable to such
merger or consolidation) to and apply to the securities of which
a holder of the same number of shares of Common Stock that are
subject to the option would have been entitled.  A dissolution or
liquidation of the Company, a merger or consolidation in which
the Company is not the surviving corporation or a "change in
control" of the Company (as defined below) (each a "Terminating
Transaction") shall cause this option to terminate, unless the
agreement of merger or consolidation or any agreement relating to
a dissolution liquidation or change in control shall otherwise
provide, provided that the Nonemployee Director in the event of a
Terminating Transaction which will cause his option to terminate
shall have the right immediately prior to such Terminating
Transaction to exercise this option in whole or in part subject
to every limitation on exercisability provided herein other than
the vesting provision set forth in Paragraph 3.  For purposes



hereof, a "change in control" shall be deemed to have occurred
when (i) a  person or group of persons acquires fifty percent
(50%) or more of the Company's voting securities, and (ii) the
Board of Directors of the Company or the Committee shall have
determined that such a "change in control" has occurred or the
criteria for a "change in control," as established by the Board
or Committee has been satisfied.

 The foregoing adjustments shall be made by the Committee, whose
determination in that respect shall be final, binding and
conclusive.

 The grant of the options shall not affect in any way the right
or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure
or to merge or to consolidate or to dissolve, liquidate or sell,
or transfer all or any part of its business or assets.

 6.   No partial exercise of this option will be permitted for
fewer than twenty-five shares.

 7.   In the event of termination of the Nonemployee Director's
services as a director for any reason other than his death or
disability, this option may not be exercised after three months
after the date he ceases to be a director of the Company.

 8.   This option shall be exercisable during the Nonemployee
Director's lifetime only by him and shall be nontransferable by
the Nonemployee Director otherwise than by will or the laws of
descent and distribution.

 9.   In the event the Nonemployee Director ceases to provide
services to the Company on account of his permanent and total
disability within the meaning of Section 22(e)(3) of the Code (as
determined by the Committee) this option may not be exercised
after one year after cessation of services due to such
disability.

 10.  In the event of the Nonemployee Director's death while
serving as a director of the Company, or during the three-month
period following termination of such services during which the
Nonemployee Director is permitted to exercise this option
pursuant to Paragraph 8, this option may not be exercised after
the date one year after the Nonemployee Director's death.  During
such one-year period, this option may be exercised by the
executor or administrator of the Nonemployee Director's estate or
any person who shall have acquired the option from the
Nonemployee Director by his will or the applicable law of descent
and distribution.  During such one-year period, such option may
be exercised with respect to the number of shares for which the
deceased optionee would have been entitled to exercise it at the
time of his death and also with respect to ten percent of the
additional number of shares for which he would have been entitled
to exercise it during the balance of the option period, had he
survived and remained a director of the Company.  Any such
transferee exercising this option must furnish the Company upon



request of the Committee (a) written notice of his status as
transferee, (b) evidence satisfactory to the Company to establish
the validity of the transfer of the option in compliance with any
laws or regulations pertaining to said transfer, and (c) written
acceptance of the terms and conditions of the option as
prescribed in this Agreement.

 11.  This option may be exercised by the person then entitled to
do so as to any share which may then be purchased by giving
written notice of exercise to the Company, specifying the number
of full shares to be purchased and accompanied by full payment of
the purchase price thereof and the amount of any income tax the
Company is required by law to withhold by reason of such
exercise.  The purchase price shall be payable in cash.

 12.  Neither the Nonemployee Director nor any person claiming
under or through him shall be or have any of the rights or
privileges of a stockholder of the Company in respect of any of
the shares issuable upon the exercise of the option until the
date of receipt of payment (including any amounts required by
income tax withholding requirements) by the Company.

 13.  Any notice to be given to the Company under the terms of
this Agreement shall be addressed to ABM Industries Incorporated,
in care of its Corporate Secretary, at 50 Fremont Street, Suite

2600, San Francisco, California 94105, or at such other address
as the Company  may hereafter designate in writing.  Any notice
to be given to the Nonemployee Director shall be addressed to the
Nonemployee Director at the address set forth beneath his
signature hereto, or at any such other address as the Nonemployee
Director may hereafter designate in writing.  Any such notice
shall be deemed to have been duly given if and when enclosed in a
properly sealed envelope, addressed as aforesaid, registered and
deposited, postage and registry fee prepaid, in a post office or
branch post office regularly maintained by the United States
Government.

 14.  Except as otherwise provided herein, the option herein
granted and the rights and privileges conferred hereby shall not
be transferred, assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) and shall not be
subject to sale under execution attachment or similar process
upon the rights and privileges conferred hereby.  Upon any
attempt to transfer, assign, pledge or otherwise dispose of said
option, or of any right or privilege conferred hereby, contrary
to the provisions hereof, or upon any attempted sale under any
execution, attachment or similar process upon the rights and
privileges conferred hereby, said option and the rights and
privileges conferred hereby shall immediately become null and
void.

 15.  Subject to the limitations on transferability contained
herein, this Agreement shall be binding upon and inure to the
benefit of the heirs, legal representatives, successors and
assigns of the parties hereto.



 16.  The rights awarded hereby are subject to the requirement
that, if at any time the Committee shall determine, in its sole
discretion, that the listing, registration or qualification of
the shares of Common Stock subject to such rights upon any
securities exchange or under any state or Federal law, or the
consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection with,
the granting of such rights or issuance of shares in connection
therewith, such rights may not be exercised in whole or in part
unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any
conditions not acceptable to the Committee.
_
 17.  In the event the Nonemployee Director disposes of any of
the shares that may be acquired hereunder within two years of the
date hereof or within one year of the date such shares are
acquired hereunder, Nonemployee Director agrees to notify the
Company in writing within ten days of the date of such
disposition of the number of shares disposed of, the nature of
the transaction, and the amount received (if any) upon such
disposition.  Nonemployee Director understands that such a
disposition may result in imposition of withholding taxes, and
agrees to remit to the Company on request any amount requested to
satisfy any withholding tax liability.

 18.  The Nonemployee Director agrees to notify in writing the
Corporate Secretary of the Company of his intention, if any, to
terminate his services within ten days after said intention is
formed.

 19.  Whenever shares of Common Stock are to be issued to the
Nonemployee Director in satisfaction of the rights conferred
hereby, the Company shall have the right to require the
Nonemployee Director to remit to the Company an amount sufficient
to satisfy federal, state and local withholding tax requirements
prior to the delivery of any certificate or certificates for such
shares.

 20.  The Committee shall have the power to interpret the Plan
and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are
consistent therewith and to interpret or revoke any such rules.
All actions taken and all interpretations and determinations made
by the Committee in good faith shall be final and binding upon
Nonemployee Director, the Company and all other interested
persons.  No member of the Committee shall be personally liable
for any action, determination or interpretation made in good
faith with respect to the Plan or this Agreement.




 22.  In the event that any provision in this Agreement shall be
invalid or unenforceable, such provision shall be severable from,
and such invalidity or unenforceability shall not be construed to
have any effect on the remaining provisions of this Agreement.
 IN WITNESS HEREOF, the parties hereto have executed the
Agreement, in duplicate, the day and year first above written.

                          ABM INDUSTRIES INCORPORATED


                              By
                          Sydney J. Rosenberg,
                          Chairman of the Board and
                          Chief Executive Officer




ACCEPTED:




Nonemployee Director


Address


Address





                          EXHIBIT 5.1

                    OPINION OF HARRY H. KAHN

                         March 29, 1994



ABM Industries Incorporated
50 Fremont Street
San Francisco, CA  94105-2230

                Re:  ABM Industries Incorporated
               Registration Statement on Form S-8

Ladies and Gentlemen:

      At your request, I am rendering this opinion in connection
with the proposed issuance pursuant to the ABM Industries
Incorporated 1987 Stock Option Plan (the "Plan"), of up to
500,000 shares of common stock, $.01 par value ("Common Stock"),
of ABM Industries Incorporated, a Delaware corporation (the
"Company").

      I have such examined instruments, documents, and records
which I deemed relevant and necessary for the basis of mt opinion
hereinafter expressed.  In such examination, I have assumed the
following:  (a) the authenticity of original documents and the
genuineness of all signatures; (b) the conformity to the
originals of all documents submitted to us as copies; and (c) the
truth, accuracy, and completeness of the information,
representations, and warranties contained in the records,
documents, instruments, and certificates I have reviewed.

      Based on such examination, I am of the opinion that the
500,000 shares of Common Stock to be issued by the Company
pursuant to the Plan are validly authorized shares of Common
Stock, and, when issued in accordance with the provisions of the
Plan, will be legally issued, fully paid, and nonassessable.

      I hereby consent to the filing of this opinion as an
exhibit to this Registration Statement on Form S-8 and to the use
of my name wherever it appears in said Registration Statement.
In giving such consent, I do not consider that I am an "expert"
within the meaning of such term as used in the Securities Act of
1933, as amended, or the rules and regulations of the Securities
and Exchange Commission issued thereunder with respect to any
part of the Registration Statement, including this opinion, as an
exhibit or otherwise.

                          Very truly yours,

                          /s/ Harry H. Kahn

                          Harry H. Kahn








                          EXHIBIT 23.1

           CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors
ABM Industries Incorporated:

We consent to the incorporation by reference in the registration
statement on Form S-8 of ABM Industries Incorporated 1987 Stock
Option Plan of our report dated December 20, 1993, relating to
the consolidated financial statements and consolidated financial
statement schedules which report appears in the October 31, 1993
annual report on Form 10-K of ABM Industries Incorporated
(formerly American Building Maintenance Industries, Inc.).


KPMG Peat Marwick
San Francisco, California
March 29, 1994




                            EXHIBIT 24.1

                 POWER OF ATTORNEY OF DIRECTORS

KNOW BY ALL PERSONS BY THESE PRESENTS:

      Each of the undersigned hereby constitutes and appoints
Sydney J. Rosenberg, Martin H. Mandles, and Harry H. Kahn, and
each of them with power to act alone, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign a Registration Statement or
Registration Statements on Form S-8 relating to 500,000 shares of
common stock issuable under the ABM Industries Incorporated 1987
Stock Option Plan and any and all amendments of such Registration
Statements, including post-effective amendments, and to file the
same, together with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises
hereof, as fully to all intents and purposes as he might do or
could do in person, thereby ratifying and confirming all that
said attorney-in-fact or his or her substitutes may lawfully do
or cause to be done by virtue hereof.


Directors


/s/ Claude M. Ballard, Jr.
     Claude M. Ballard, Jr.             Date:  March 29, 1994


/s/ Maryellen B. Cattani
     Maryellen B. Cattani               Date:  March 29, 1994


/s/ Robert S. Dickerman
     Robert S. Dickerman                Date:  March 29, 1994


/s/ John F. Egan
     John F. Egan                       Date:  March 29, 1994


/s/ Charles T. Horngren
     Charles T. Horngren                Date:  March 29, 1994


/s/ Felix M. Juda
     Felix M. Juda                      Date:  March 29, 1994


/s/ Martin H. Mandles
     Martin H. Mandles                  Date:     March 29, 1994





/s/ Sydney J. Rosenberg
     Sydney J. Rosenberg                Date:     March 29, 1994


/s/ Theodore Rosenberg
     Theodore Rosenberg                 Date:     March 29, 1994


/s/ William W. Steele
     William W. Steele                  Date:     March 29, 1994


/s/ William E. Walsh
     William E. Walsh                   Date:     March 29, 1994

Minimum 15 minutes delayed. Source: LSEG