SEC FORM 4

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

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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^*

MANDLES MARTINN H

(Last)

(First)

(Middle)

(Street)

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/25/2005		M		43,463	A	$10	76,100	D
Common Stock	01/25/2005		S⁽¹⁾		200	D	$18.24	75,900	D
Common Stock	01/25/2005		S		500	D	$18.25	75,400	D
Common Stock	01/25/2005		S		700	D	$18.26	74,700	D
Common Stock	01/25/2005		S		1,500	D	$18.3	73,200	D
Common Stock	01/25/2005		S		1,000	D	$18.38	72,200	D
Common Stock	01/25/2005		S		200	D	$17.96	72,000	D
Common Stock	01/25/2005		S		1,000	D	$18.09	71,000	D
Common Stock	01/25/2005		S		1,000	D	$18.1	70,000	D
Common Stock	01/25/2005		S		3,000	D	$18.11	67,000	D
Common Stock	01/25/2005		S		1,500	D	$18.14	65,500	D
Common Stock	01/25/2005		S		12,000	D	$18.15	53,500	D
Common Stock	01/25/2005		S		2,000	D	$18.16	51,500	D
Common Stock	01/25/2005		S		2,000	D	$18.17	49,500	D
Common Stock	01/25/2005		S		8,000	D	$18.18	41,500	D
Common Stock	01/25/2005		S		1,000	D	$18.19	40,500	D
Common Stock	01/25/2005		S		500	D	$18.2	40,000	D
Common Stock	01/25/2005		S		2,900	D	$18.22	37,100	D
Common Stock	01/25/2005		S		800	D	$18.23	36,300	D
Common Stock	01/25/2005		M		9,879	A	$9.375	46,179	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options⁽²⁾	$10	01/25/2005		M			43,463	⁽³⁾	01/30/2005	Common Stock	43,463	$0	0	D
Stock Options⁽⁴⁾	$9.375	01/25/2005		M			9,879	06/18/1997⁽⁵⁾	02/01/2005	Common Stock	9,879	$0	33,891	D

Explanation of Responses:

1. Mr. Mandles' employment with ABM ended on November 1, 2004. He has 90 days to exercise options as reflected in this filing. He sold only those shares (39,800) necessary to pay the exercise price and related withholding taxes.

2. Price Vested Performance Options.

3. Vested 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 and to the extent not accelerated, vested 12/17/2004.

4. Employee Time Vested Incentive Options.

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

	s/Martinn H. Mandles	01/26/2005
	** 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).
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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