S-8 POS

As filed with the Securities and Exchange Commission on September 11, 2006

Registration No. 333-85390

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ABM INDUSTRIES INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 94-1369354
(I.R.S. Employer
Identification No.)

160 Pacific Avenue, Suite 222
San Francisco, CA
(Address of Principal Executive Offices) 94111
(Zip Code)

ABM Industries Incorporated
2002 Price-Vested Performance Stock Option Plan

(Full Title of the Plan)

Linda S. Auwers, Esq.
Senior Vice President, General Counsel and Corporate Secretary
ABM Industries Incorporated
160 Pacific Avenue, Suite 222
San Francisco, CA 94111

(Name and Address of Agent for Service)

(415) 733-4000

(Telephone Number, Including Area Code, of Agent for Service)

This registration statement on Form S-8, filed on April 2, 2002, registered 2,000,000 shares of common stock (and related Preferred Stock Purchase Rights) of ABM Industries Incorporated (the “Registrant”) for a registration fee of $17,485.24. Subsequently, on May 6, 2002, the Registrant paid a stock split in the form of a 100% stock dividend. By application of Rule 416 under the Securities Act of 1933, this registration statement is now deemed to extend to such additional shares (and related Preferred Stock Purchase Rights), such that the number of shares (and related Preferred Stock Purchase Rights) registered hereunder amounts to 4,000,000 (a registration fee of $0.0043713 per share). The purpose of this Post-Effective Amendment No. 1 is to transfer 2,080,963 of such shares (and related Preferred Stock Purchase Rights) to the Form S-8 Registration Statement for the Registrant’s 2006 Equity Incentive Plan, which registration statement is being simultaneously filed.

Item 8.	Exhibits.
	Exhibit
	Number
		24.1	Power of Attorney.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, a corporation organized and existing under the laws of the State of Delaware, 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 Post-Effective Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 11^th day of September, 2006.

ABM INDUSTRIES, INCORPORATED
By:	/s/ Henrik C. Slipsager
	Henrik C. Slipsager
	President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
Principal Executive Officer:
/s/ Henrik C. Slipsager	President and Chief	September 11, 2006
Henrik C. Slipsager	Executive Officer
Principal Financial Officer:
/s/ George B. Sundby	Executive Vice President and	September 11, 2006
George B. Sundby	Chief Financial Officer
Principal Accounting Officer:
/s/ Maria De Martini	Vice President, Controller and	September 11, 2006
Maria De Martini	Chief Accounting Officer
Directors:
/s/ Linda Chavez	Director	September 11, 2006
Linda Chavez
/s/ Luke S. Helms	Director	September 11, 2006
Luke S. Helms
/s/ Maryellen C. Herringer	Director	September 11, 2006
Maryellen C. Herringer
/s/ Charles T. Horngren	Director	September 11, 2006
Charles T. Horngren

Signature	Title	Date
/s/ Henry L. Kotkins, Jr.	Director	September 11, 2006
Henry L. Kotkins, Jr.
	Director
Martinn H. Mandles
	Director
Theodore Rosenberg
/s/ Henrik C. Slipsager	Director	September 11, 2006
Henrik C. Slipsager
/s/ William W. Steele	Director	September 11, 2006
William W. Steele

*By:	/s/ Linda S. Auwers
	Linda S. Auwers
	Attorney-in-fact

EXHIBIT INDEX

Exhibit
Number
24.1	Power of Attorney.

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     The undersigned hereby constitutes and appoints Linda S. Auwers, Henrik C. Slipsager, George B. Sundby, Maria De Martini, and Glenn M. Hammond and each of them with power to act alone, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign (either manually or electronically through the EDGAR System of the United States Securities and Exchange Commission) all post-effective amendments to the Registration Statement on Form S-8 related to shares of common stock of ABM Industries Incorporated issuable under the ABM Industries Incorporated 2002 Price-Vested Performance Stock Option Plan, and to file the same, together with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each 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 as to all intents and purposes as he or she might do or could do in person, hereby ratifying and confirming all that each such attorney-in-fact or his or her substitutes may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned directors have executed this Power of Attorney effective as of the 11th day of September, 2006.

/s/ Linda Chavez
Linda Chavez	Martinn H. Mandles
/s/ Luke S. Helms
Luke S. Helms	Theodore Rosenberg
/s/ Maryellen C. Herringer	/s/ Henrik C. Slipsager
Maryellen C. Herringer	Henrik C. Slipsager
/s/ Charles T. Horngren	/s/ William W. Steele
Charles T. Horngren	William W. Steele
/s/ Henry L. Kotkins, Jr.
Henry L. Kotkins, Jr.