SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BENTON JESS E III (Last) (First) (Middle) 160 PACIFIC AVE STE. 222 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ABM INDUSTRIES INC /DE/ [ ABM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 11/30/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/30/2004		G	V	250	D	$22.09	137,182	I	Benton 1996 Family Trust
Common Stock	12/22/2004		M		23,770	A	$9.375	25,421(1)	D
Common Stock	12/22/2004		G	V	23,770	D	$9.375	1,651	D
Common Stock	12/22/2004		G	V	23,770	A	$9.375	160,952	I	Benton 1996 Family Trust
Common Stock	12/22/2004		M		120,000	A	$10	121,651	D
Common Stock	12/22/2004		G	V	120,000	D	$10	1,651	D
Common Stock	12/22/2004		G	V	120,000	A	$10	280,952	I	Benton 1996 Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options(2)	$9.375	12/22/2004		M			23,770	06/18/1997(3)	06/18/2006	Common Stock	23,770	$0	0	D
Stock Options(4)	$10	12/22/2004		M			120,000	12/17/1996(5)	12/17/2006	Common Stock	120,000	$0	0	D

Explanation of Responses:

1. Includes 786 shares acquired through the Employee Stock Purchase Plan, from August through October 2004.

2. Employee Time Vested Stock Options.

3. On the anniversary date of the grant, vest 20% each year for five years.

4. Price Vested Performance Options.

5. Vest during the first four years at a rate tied to the price of ABM's common stock, 25% at each of $12.50, $15.00, $17.50, and $20.00, and to the extent not accelerated vest 12/17/2004.

	s/Jess E. Benton, III	12/23/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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