EXHIBIT 24.1

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

      The undersigned hereby constitutes and appoints HARRY H. KAHN and LORRAINE
O'HARA, 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) a Registration
Statement or Registration Statements 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 any and all
amendments of such Registration Statements, including post-effective amendments,
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 2nd day of April, 2002.

/s/ Linda Chavez                          /s/ Martinn H. Mandles
______________________________________    ______________________________________
Linda Chavez                              Martinn H. Mandles

/s/ Luke S. Helms
______________________________________    ______________________________________
Luke S. Helms                             Theodore Rosenberg

                                          /s/ Henrik C. Slipsager
______________________________________    ______________________________________
Maryellen C. Herringer                    Henrik C. Slipsager


______________________________________    ______________________________________
Charles T. Horngren                       William W. Steele

/s/ Henry L. Kotkins, Jr.                 /s/ William E. Walsh
______________________________________    ______________________________________
Henry L. Kotkins, Jr.                     William E. Walsh



                                       11