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                                                                  EXHIBIT 10.53

                             AMENDMENT NO. 3 TO THE
                          ABM INDUSTRIES INCORPORATED
                     "AGE-VESTED" CAREER STOCK OPTION PLAN
                        (DECEMBER 19, 1995 RESTATEMENT)

     ABM INDUSTRIES INCORPORATED, having established the ABM Industries
Incorporated "Age-Vested" Career Stock Option Plan (December 19, 1995
Restatement) (the "Plan"), hereby amends the Plan, effective as of September
22, 1999 as follows:

     1.   Section 5.3(c) of the Plan is amended and restated in its entirety to
read as follows:

     5.3(c) In the event of a Change in Control, each outstanding Option
     granted hereunder shall terminate, but the Optionee shall have the right,
     immediately prior to such Change in Control, to exercise his Option in
     whole or in part, without regard to any time of exercise provision.
     "Change in Control" means:

          (i) the acquisition (other than by ABM or by an employee benefit plan
     or related trust sponsored or maintained by ABM), directly or indirectly,
     in one or more transactions, by any person or by any group of persons,
     within the meaning of Section 13(d) or 14(d) of the Securities Exchange
     Act of 1934 or any comparable successor provisions (the "Exchange Act"),
     of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange
     Act) of twenty-five percent or more of either the outstanding shares of
     common stock or the combined voting power of ABM's outstanding voting
     securities entitled to vote generally, if the acquisition was not
     previously approved by the existing directors;

          (ii) the acquisition (other than by ABM or by an employee benefit
     plan or related trust sponsored or maintained by ABM), directly or
     indirectly, in one or more transactions, by any such person or by any
     group of persons of beneficial ownership (within the meaning of Rule 13d-3
     of the Exchange Act) of fifty percent or more of either the outstanding
     shares of common stock or the combined voting power of ABM's outstanding
     voting securities entitled to vote generally, whether or not the
     acquisition was approved by the existing directors, other than an
     acquisition that complies with clause (x) and (y) of paragraph (iii);

          (iii) consummation of a reorganization, merger or consolidation of
     ABM or the sale or other disposition of all or substantially all of ABM's
     assets unless, immediately following such event, (x) all or substantially
     all of the stockholders of ABM immediately prior to such event own,
     directly or indirectly, seventy-five percent or more of the then
     outstanding voting securities entitled to vote generally of the resulting
     corporation (including without limitation, a corporation which as a


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     result of such event owns ABM or all or substantially all of ABM's assets
     either directly or through one or more subsidiaries) in substantially the
     same proportions as their ownership of ABM's outstanding voting securities
     entitled to vote generally immediately prior to such event and (y) the
     securities of the surviving or resulting corporation received or retained
     by the stockholders of ABM is publicly traded;

          (iv) approval by the stockholders of the complete liquidation or
     dissolution of ABM; or

          (v)  a greater than one-third change in the composition of the Board
     of Directors within 24 months if not approved by a majority of the
     pre-existing directors.

     provided that, in respect of options outstanding as of September 22, 1999
     "Change of Control" also means any dissolution or liquidation of the
     Company or any merger or combination in which the Company is not a
     surviving corporation.

     IN WITNESS WHEREOF, ABM INDUSTRIES INCORPORATED, by its duly authorized
officer, has executed this Amendment No. ______ on the date indicated below.

                                        ABM INDUSTRIES INCORPORATED

Dated: 9/22/99                          By /s/ LORRAINE P. O'HARA
       ----------------------------        -------------------------------------
                                        Title: Assistant Secretary

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