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 1985 EMPLOYEE STOCK PURCHASE 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          500,000      $17.875  $8,937,500.00  $3,082.00
Stock            shares
=================================================================
* 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 1985 Employee Stock Purchase
     Plan.

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 1985 Employee Stock Purchase
          Plan.
     
     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.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 14126}]
{"company-data": {"conformed-name": "AMERICAN BUILDING MAINTENANCE INDUSTRIES INC", "cik": "0000771497", "assigned-sic": "7340", "irs-number": "941369354", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52897", "film-number": "94519241"}, "business-address": {"street1": "50 FREMONT ST STE 2600", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105", "phone": "4155974500"}}
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 1985 EMPLOYEE STOCK PURCHASE 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          500,000      $17.875  $8,937,500.00  $3,082.00
Stock            shares
=================================================================
* 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 1985 Employee Stock Purchase
     Plan.

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 1985 Employee Stock Purchase
          Plan.
     
     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.