Sec Form 4 Filing - BENTON JESS E III @ ABM INDUSTRIES INC /DE/ - 2004-11-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BENTON JESS E III 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 (Last) (First) (Middle) 160 PACIFIC AVE STE. 222 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2004 (Street) SAN FRANCISCO, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Benefi cially 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BENTON JESS E III 160 PACIFIC AVE STE. 222 SAN FRANCISCO, CA94111 Executive Vice President Signatures s/Jess E. Benton, III 12/23/2004 Signature of Reporting Person Date

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.

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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