Mail Stop 4561

      April 25, 2007

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

Re:	Aecom Technology Corporation
	Amendment No. 1 to Registration Statement on Form S-1
	File No. 333-141142
      Filed April 12, 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.

The Offering, page 6
1. We note your 2-for-1 split of common stock effected by a
dividend.
Please explain to us why earnings per share as disclosed in the
financial statements as well as on pages 7 and 21 does not reflect
the 2-for-1 common stock dividend.  Also include a disclosure to
the
financial statements to discuss the nature of such dividend.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Quarterly Results of Operations, page 45
2. We have read and considered your response to comment 12.
Please
remove all references and calculations of non-GAAP measures in
presenting consolidated quarterly information for the fiscal years
2006 and 2005.  As mentioned previously, your quarterly results of
operations information should be derived from GAAP financial
statements consistent with Article 3 of Regulation S-X.  Please
revise accordingly.

Compensation Discussion and Analysis, page 78
3. We note that the compensation and organization committee
considers
peer group companies in determining compensation.  Please disclose
the names of these peer companies and briefly describe how they
were
selected.  Refer to Item 402(b)(2)(xiv) of Regulation S-K.
4. Please include disclosure regarding why the compensation and
organization committee pays the chairman a higher salary than the
chief executive officer.  In addition, please briefly describe the
rationale for granting significantly higher stock awards to your
chairman and chief executive officer than to your other executive
officers.
5. We note that the compensation and organization committee bases
PEP
awards on the achievement of objective performance goals; however
you
have not provided a quantitative discussion of these predetermined
goals.  Please provide such disclosure or alternatively tell us
why
you believe that disclosure of such information would result in
competitive harm such that the information could be excluded under
Instruction 4 to Item 402(b).  To the extent that that it is
appropriate to omit specific goals, discuss how difficult it will
be
for the executives or how likely it will be for the registrant to
achieve the target goals.  Please see Instruction 4 to Item 402(b)
of
Regulation S-K.

Item 15.  Recent Sales of Unregistered Securities, page II-1
6. We note that you issued shares in December 2005 in reliance on
Section 3(a)(10).  Please explain to us in more detail the factual
and legal basis supporting your reliance on this exemption.

*	*	*

      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.

	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 25, 2007
Page 3