SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

McConnell Sarah H

(Last)

(First)

(Middle)

551 FIFTH AVENUE

SUITE 300

(Street)

NEW YORK

10176

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2008

3. Issuer Name and Ticker or Trading Symbol
ABM INDUSTRIES INC /DE/ [ ABM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP/GEN. COUNSEL/CORP. SECTY.

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	4,196	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option⁽²⁾	⁽³⁾	09/10/2014	Common Stock	11,904	$20.19	D
Stock Option⁽²⁾	⁽⁴⁾	01/07/2015	Common Stock	5,733	$19.48	D
Performance Shares⁽⁵⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	5,796	$0	D
Performance Shares⁽⁶⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	2,656	$0	D

Explanation of Responses:

1. 4,130 restricted stock units, and 66 assocated dividend equivalent unit rights, granted under the 2006 Equity Incentive Plan, representing a contingent right to receive shares of common stock. Units vest 50% on the 2nd anniversary and 50% on the 4th anniversary of the date of grants, September 10, 2007 and January 7, 2008, and will be settled in shares of common stock. Dividend equivalent unit rights accrue.

2. Employee stock option grant under the 2006 Equity Incentive Plan.

3. 25% exercisable on 9/10/2008 and 25% on the anniversary date of each of the following 3 years.

4. 25% exercisable on 1/7/2009 and 25% on the anniversary date of each of the following 3 years.

5. 5,695 performance shares, and 101 associated dividend equivalent unit rights, granted under the 2006 Equity Incentive Plan, representing a contingent right to receive shares of common stock. Dividend equivalent unit rights accrue.

6. 2,624 performance shares, and 32 associated dividend equivalent unit rights, granted under the 2006 Equity Incentive Plan, representing a contingent right to receive shares of common stock. Dividend equivalent unit rights accrue.

7. Shares vest based on two-year profit margin and revenue targets in the period ending 10/31/2009.

8. Shares vest based on three-year profit margin and revenue targets in the period ending 10/31/2010.

Remarks:

	/s/ Sarah H. McConnell	05/21/2008
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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