Mail Stop 4561

      April 9, 2007

John M. Dionisio
Chief Executive Officer
Aecom Technology Corporation
555 South Flower Street, Suite 3700
Los Angeles, CA  90071

Re:	Aecom Technology Corporation
	Registration Statement on Form S-1
	File No. 333-141142
      Filed March 8, 2007

      Amendment No. 1 to Registration Statement on Form 10
      File No. 0-52423
      Filed March 7, 2007

Dear Mr. Dionisio:

	We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

      References to prior comments refer to our letter on the Form
10
dated February 27, 2007 and your response letter dated March 7,
2007.

Form S-1
General

1. Please provide us with any pictures, graphics or artwork that
will
be used in the prospectus.

Our Competitive Strengths, page 3

2. In order to balance the discussion of competitive strengths,
please provide a summary of your competitive weaknesses or the
risks
associated with your business.  Alternatively, please eliminate
the
discussion of competitive strengths.

The Offering, page 6

3. Please revise the summary to disclose the expected net proceeds
of
the offering.  In addition, please revise the disclosure to
clarify
how you will use offering proceeds to allow your employees "to
diversify their holdings."

Risk Factors, page 9

The value of our common stock could be volatile, page 14

4. Please disclose characteristics of your stock or business that
may
make your stock price more volatile than other listed securities.
The current disclosure appears to apply to any publicly-traded
company.

Use of Proceeds, page 19

5. Please disclose the maturity date of your credit facility and
the
maturity date of your senior notes.

6. Please provide additional disclosure regarding your employee
elections.  For example, are these elections to have shares
redeemed?

Capitalization, page 20
7. Based on your disclosure on pages 102 and F-46 the Class F and
Class G Convertible Preferred stock will automatically convert
upon
completion of this offering.  Please advise how this will be
reflected in your capitalization table and provide appropriate
footnotes to the table to illustrate the change in classification,
if
any.

Components of Income and Expense, page 24

8. Please identify the non-GAAP items in the initial sentence.
9. We have read and considered your response to comment 10.  We
continue to believe the use of net service revenue, gross margin,
stock matches, and amortization expense of acquired intangible
assets
are titles that are confusingly similar to other measures
calculated
under GAAP.  As such, please revise to label these measures in a
manner that is dissimilar to descriptions used under GAAP.
Further,
it is not clear how you have provided a reconciliation to the most
comparable measure for each of your non-GAAP measures.  Your
tabular
presentation of a non-GAAP income statement would not meet the
requirements of Item 10(e) of Regulation S-K.  Lastly, please
revise
to remove phrases that suggest that your non-GAAP measures are
more
reflective of your business than measures calculated under
generally
accepted accounting principles.
10. Cost of net service revenues does not agree to the amounts
included in your audited financial statements.  To the extent that
this is also a non-GAAP measure, please revise to include the
appropriate disclosures.
11. Reference is made to your description of amortization expense
of
acquired intangible assets as a non-GAAP measure.  In your tabular
presentation these amounts still appear to be included in deriving
income from operations.  As such, it is not clear why separately
presenting amortization expense is considered a non-GAAP measure.
Please advise.

Quarterly Results of Operations, page 47
12. We have read and considered your response to comment 12. We
note
that you are continuing to include non-GAAP measures such as net
service revenue and cost of net service revenue, as part of the
consolidated quarterly information for the fiscal years 2006 and
2005.  To the extent you plan to present your quarterly results of
operations consistent with the requirements of Item 302 of
Regulation
S-X, your information should be derived from GAAP financial
statements consistent with Article 3 of Regulation S-X.  Please
revise accordingly.

Compensation Discussion and Analysis

Elements of Compensation, page 79
13. We note your response to prior comment 19.  Please revise
further
to explain the impact of settlement in cash versus stock under
SFAS
No. 123R.

Principal and Selling Stockholders, page 107

14. Please revise to name the natural persons holding voting
control
and dispositive powers over J.H. Whitney VI, L.P.

Underwriters, page 111

15. Please disclose whether the amount of offering expenses to be
paid by the company includes offering expenses of the selling
stockholders.

Where You Can Find Additional Information, page 114

16. Please update the address of the SEC to 100 F Street, N.E.,
Washington, D.C.  20549.

Note 14 - Redeemable Common and Preferred Stock and Stock Units,
page
F-42
17. For the stock with determinable redemption dates, clarify your
consideration of SFAS 150 in your footnote disclosure.  In
addition,
please consider including a tabular presentation of your
redeemable
common and preferred stock that reconciles to the amounts included
in
your audited balance sheet.
18. Please clarify your basis in GAAP for classifying notes
receivable from stockholders within temporary equity.

Part II

Item 15.  Recent Sales of Unregistered Securities
19. We note your response to prior comment 25.  Please disclose
the
range of dates covered by the transactions identified in
paragraphs
(i) - (v).  With respect to paragraphs (i), (iii), (iv), and (v),
please disclose the information about the consideration for these
purchases that you provided in your response.
20. We note your response to comment 26.  It appears that the
sales
in items (viii) to (xvii) were made in reliance on Regulation D.
Please provide similar information regarding the number and types
of
purchasers.

Exhibits

21. Please file copies of your legality opinion or provide us with
a
draft, so that we have an opportunity to review it.  Please also
file
any material agreements required to be filed under Item 601 of
Regulation S-K.

Form 10

22. Please revise your Form 10 to address any applicable comments
we
have raised on the Form S-1.

*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Yolanda Crittendon at (202) 551-3472, or
Cicely
LaMothe, Accounting Branch Chief, at (202) 551-3413 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Michael McTiernan at 202-551-3852 or me
at
202-551-3780 with any other questions.


	Sincerely,



	Karen J. Garnett
	Assistant Director

cc:	Jonathan K. Layne, Esq. (via facsimile)


John M. Dionisio
Aecom Technology Corporation
April 9, 2007
Page 1