UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           --------------------------
                                    FORM 10-K

        X Annual Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

                   For the fiscal year ended December 31, 2003
                                       OR
  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
   Act of 1934

            For the transition period from __________ to __________.

                         Commission File Number 1-14762

                           --------------------------
                            THE SERVICEMASTER COMPANY
             (Exact name of registrant as specified in its charter)

         Delaware                                       36-3858106
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

         3250 Lacey Road, Suite 600, Downers Grove, Illinois, 60515-1700
               (Address of Principal Executive Offices, Zip Code)

                                 (630) 663-2000
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

                                                     Name of Each Exchange
                 Title of Each Class                 on Which Registered
                 -------------------                 ----------------------
                 Common Stock                        New York Stock Exchange
                 Preferred Stock Purchase Rights     New York Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:
                                      None
                               -----------------

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
                                             ---   ----



<PAGE>

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the  registrant's  knowledge,  in the  definitive  proxy or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.
                            ----

     Indicate  by check  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes X  No
                                      ---    ---

     The aggregate market value of shares of common stock held by non-affiliates
of the registrant as of June 30, 2003 was $3,118,875,708.

     The number of shares of the  registrant's  common stock  outstanding  as of
March 5, 2004 was 293,981,651.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Certain parts of the  registrant's  Annual Report to  Shareholders  for the
year ended  December 31, 2003 are  incorporated  into Part I and Part II of this
Form 10-K.

     Certain  parts of the  registrant's  Proxy  Statement  for the 2004  Annual
Meeting of Shareholders are incorporated into Part III of this Form 10-K.



<PAGE>

                                TABLE OF CONTENTS



PART I
<TABLE>

  <S>      <C>                                                                                         <C>
  Item 1.  Business..............................................................................        4

  Item 2.  Properties............................................................................       10

  Item 3.  Legal Proceedings.....................................................................       11

  Item 4.  Submission of Matters to a Vote of Security Holders...................................       11

 PART II

  Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.................       12

  Item 6.  Selected Financial Data...............................................................       12

  Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations        12

  Item 7A.  Quantitative and Qualitative Disclosures About Market Risk...........................       12

  Item 8.  Financial Statements and Supplementary Data...........................................       12

  Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure         12

  Item 9A.  Controls and Procedures..............................................................       13

 PART III

 Item 10.  Directors and Executive Officers of the Registrant....................................       14

 Item 11.  Executive Compensation................................................................       16

 Item 12.  Security Ownership of Certain Beneficial Owners and Management........................       16

 Item 13.  Certain Relationships and Related Transactions........................................       16

 Item 14.  Principal Accounting Fees and Services................................................       16

 PART IV

 Item 15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K......................       17

 Signatures......................................................................................       21

 Exhibit Index...................................................................................       23

</TABLE>


<PAGE>



FORWARD-LOOKING STATEMENTS

     This Form 10-K contains or incorporates by reference statements  concerning
future  results  and other  matters  that may be  deemed to be  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of  1995.  The  ServiceMaster  Company   ("ServiceMaster")  intends  that  these
forward-looking  statements,  which look forward in time and include  everything
other than  historical  information,  be subject to the safe harbors  created by
that  legislation.  ServiceMaster  notes that these  forward-looking  statements
involve  risks and  uncertainties  that could affect its results of  operations,
financial  condition or cash flows.  Factors that could cause actual  results to
differ materially from those expressed or implied in a forward-looking statement
include the following, among others:

<TABLE>
<S>      <C>
o        weather conditions that affect the demand for ServiceMaster's services;
o        competition in the markets served by ServiceMaster;
o        labor shortages or increases in wage rates;
o        unexpected increases in operating costs, such as higher insurance, self-insurance and healthcare costs;
o        higher fuel prices;
o        increased governmental regulation including telemarketing;
o        general  economic  conditions in the United  States,  especially as they may affect home sales or consumer
         spending levels;
o        time and expenses associated with integrating and winding down businesses; and
o        other factors  described  from time to time in documents  filed by  ServiceMaster  with the Securities and
         Exchange Commission.
</TABLE>

                                     PART I

ITEM 1.  BUSINESS

     ServiceMaster  is a national  service company serving both  residential and
commercial customers.  ServiceMaster's  services include lawn care and landscape
maintenance;  termite  and pest  control;  home  warranty  and  home  inspection
services;  plumbing, drain cleaning, heating,  ventilation, air conditioning and
electrical  services;  and cleaning,  disaster restoration and furniture repair.
These services are provided  through a network of over 5,400  company-owned  and
franchised  locations  operating under the following  leading  brands:  TruGreen
ChemLawn,  TruGreen LandCare,  Terminix,  American Home Shield,  AmeriSpec,  ARS
Service  Express,  Rescue Rooter,  American  Mechanical  Services,  Merry Maids,
ServiceMaster  Clean and  Furniture  Medic.  Incorporated  in  Delaware in 1991,
ServiceMaster is the successor to various entities dating back to 1947.

     ServiceMaster  is  organized  into  five  principal   operating   segments:
TruGreen;  Terminix;  American Home Shield;  American  Residential  Services and
American   Mechanical   Services;   and  Other  Operations.   All  ServiceMaster
subsidiaries  are wholly owned,  except for The Terminix  International  Company
L.P.,  in which  Allied  Bruce-Terminix  Companies,  Inc.  is a Class B  limited
partner. The financial information for each operating segment for 2001, 2002 and
2003 contained in the Notes to the Consolidated Financial Statements included in
ServiceMaster's  Annual Report to  Shareholders  for the year ended December 31,
2003 ("Annual Report to Shareholders  for 2003") is incorporated by reference in
this Form 10-K.


SERVICES

                                TruGreen Segment

     The  TruGreen  segment  provides  lawn care  services  primarily  under the
TruGreen ChemLawn brand name and landscape  maintenance services primarily under
the TruGreen  LandCare brand name, in each case, to  residential  and commercial
customers.  Revenues derived from the TruGreen segment  constituted 38%, 37% and
37% in  2003,  2002 and  2001,  respectively,  of the  revenue  from  continuing
operations of the consolidated  ServiceMaster enterprise.  The TruGreen ChemLawn
and TruGreen  LandCare  businesses are seasonal in nature.  Weather  conditions,
such as a

                                       4

<PAGE>

drought,  affect the  demand for lawn care and  landscape  maintenance
services and may result in a decrease in revenues or an increase in costs.

     TruGreen  ChemLawn.  TruGreen  ChemLawn is a leading  provider of lawn care
services in the United States with  approximately  3.5 million  residential  and
commercial customers.  As of December 31, 2003, TruGreen ChemLawn provided these
services in 46 states and the  District of  Columbia  through 205  company-owned
locations and 52 franchised locations. TruGreen ChemLawn also provides lawn care
services  through  a  subsidiary  in  Canada  and  has  entered  into  licensing
arrangements to provide these services in 10 other  countries,  primarily in the
Middle East.

     TruGreen  LandCare.  TruGreen  LandCare is a leading  provider of landscape
maintenance  services in the United States with approximately 13,000 residential
and commercial  customers.  As of December 31, 2003,  TruGreen LandCare provided
these  services  in  39  states  and  the  District  of  Columbia   through  102
company-owned locations. TruGreen LandCare has no international operations.

                                Terminix Segment

     The Terminix segment  provides termite and pest control services  primarily
under the Terminix brand name to residential and commercial customers.  Revenues
derived from the Terminix segment constituted 26%, 26% and 24% in 2003, 2002 and
2001,   respectively,   of  the  revenue  from  continuing   operations  of  the
consolidated  ServiceMaster  enterprise.  The  Terminix  business is seasonal in
nature.  The termite swarm season,  which  generally  occurs in early spring but
varies by region  depending  on  climate,  has the  highest  demand for  termite
control  services  and  therefore  the  highest  level of  revenues.  Similarly,
increased  pest  activity in the warmer  months has the highest  demand for pest
control services and therefore the highest level of revenues.

     Terminix is a leading  provider of termite and pest control services in the
United States with over 2.9 million residential and commercial customers.  As of
December  31,  2003,  Terminix  provided  these  services  in 45 states  and the
District of Columbia  through 332  company-owned  locations  and 138  franchised
locations.  Terminix also provides  termite and pest control  services through a
subsidiary  in Mexico and has entered  into  licensing  arrangements  to provide
these services in 27 other countries,  primarily in the Caribbean and the Middle
East.

                          American Home Shield Segment

     The American  Home Shield  segment  provides  home  warranty  contracts for
systems and appliances  primarily  under the American Home Shield brand name and
home inspection services primarily under the AmeriSpec brand name, in each case,
to residential customers. Revenues derived from the American Home Shield segment
constituted  13%,  12% and 11% in 2003,  2002  and  2001,  respectively,  of the
revenue from continuing operations of the consolidated ServiceMaster enterprise.
The American Home Shield and AmeriSpec  businesses are seasonal in nature. Sales
volume in the American Home Shield  segment  depends,  in part, on the number of
home  resale  closings  which  historically  has been  highest in the spring and
summer  months.  American Home Shield's  costs related to service call volume is
highest in the summer months,  especially  during periods of  unseasonably  warm
temperatures.

     American Home Shield.  American  Home Shield is a leading  provider of home
warranty contracts for systems and appliances in the United States with over 1.1
million residential customers.  It provides residential customers with contracts
to repair or replace  electrical,  plumbing,  central  heating  and  central air
conditioning  systems,  hot water heaters and  appliances  that breakdown due to
normal wear and tear and administers those contracts through  independent repair
contractors.   As  of  December  31,  2003,  American  Home  Shield  issued  and
administered home warranty  contracts in 49 states and the District of Columbia.
American Home Shield has entered into a licensing  arrangement  to provide these
services in Saudi Arabia.

     AmeriSpec.  AmeriSpec is a leading provider of home inspection  services in
the United  States  with  approximately  130,000  residential  customers.  As of
December  31,  2003,  AmeriSpec  provided  these  services  in 46 states and the
District of Columbia  through two  company-owned  locations  and 228  franchised
locations. AmeriSpec has no international operations.

                                       5
<PAGE>


     American Residential Services and American Mechanical Services Segment

     The American  Residential Services and American Mechanical Services segment
provides plumbing, drain cleaning,  heating,  ventilation,  air conditioning and
electrical services primarily under the ARS Service Express, American Mechanical
Services and Rescue Rooter brand names to residential and commercial  customers.
Revenues derived from the American  Residential Services and American Mechanical
Services  segment  constituted  19%,  21%  and  24%  in  2003,  2002  and  2001,
respectively,  of the revenue from  continuing  operations  of the  consolidated
ServiceMaster  enterprise.   The  American  Residential  Services  and  American
Mechanical  Services  businesses  are  seasonal  in  nature,  with the  greatest
activity  occurring  in May  through  August  during  the peak air  conditioning
season.

     American  Residential  Services.   American  Residential  Services,   which
includes the businesses of ARS Service  Express and Rescue Rooter,  is a leading
provider of plumbing, drain cleaning, heating, ventilation, air conditioning and
electrical  services  in  the  United  States  with  approximately  1.4  million
residential  customers.  As of December 31, 2003, American  Residential Services
provided  these  services in 24 states and the  District of Columbia  through 65
company-owned  locations.  American  Residential  Services  has  entered  into a
licensing  arrangement to provide plumbing and drain cleaning services under the
Rescue Rooter brand name in Saudi Arabia.

     American Mechanical Services. American Mechanical Services, a subsidiary of
American Residential  Services,  is a leading provider of heating,  ventilation,
air conditioning and electrical services in the United States with approximately
4,000  commercial  customers.  As of  December  31,  2003,  American  Mechanical
Services  provided  these  services in seven states and the District of Columbia
through  17  company-owned  locations.   American  Mechanical  Services  has  no
international operations.

                            Other Operations Segment

     The Other Operations segment provides  residential and commercial  disaster
restoration  and  cleaning  services   primarily  under  the  ServiceMaster  and
ServiceMaster  Clean brand names,  domestic  house cleaning  services  primarily
under the Merry Maids brand name and on-site  furniture  repair and  restoration
services  primarily under the Furniture  Medic brand name. The Other  Operations
segment  also  includes   ServiceMaster's   international   operations  and  its
headquarters  functions.  Revenues  derived  from the Other  Operations  segment
constituted 4%, 4% and 5% in 2003, 2002 and 2001,  respectively,  of the revenue
from continuing operations of the consolidated ServiceMaster enterprise.

     ServiceMaster  Clean.  ServiceMaster  Clean is a leading  franchisor in the
residential  and  commercial  cleaning  field in the United  States  with over 1
million customers.  As of December 31, 2003,  ServiceMaster Clean provided these
services in all 50 states and the District of Columbia  through 3,040 franchised
locations.  ServiceMaster Clean also provides disaster  restoration and cleaning
services through  subsidiaries in Ireland,  the United Kingdom and Spain and has
entered  into  licensing  arrangements  to provide  these  services  in 17 other
countries, primarily in Asia and the Middle East.

     Merry Maids.  Merry Maids is a leading  provider of domestic house cleaning
services  in the United  States  with  approximately  300,000  customers.  As of
December 31, 2003, these services were provided in 48 states and the District of
Columbia through 61 company-owned locations and 760 franchised locations.  Merry
Maids also provides  domestic house cleaning  services  through  subsidiaries in
Denmark,  Ireland  and  the  United  Kingdom  and  has  entered  into  licensing
arrangements to provide these services in 10 other countries, primarily in Asia.

     Furniture Medic. Furniture Medic is a leading provider of on-site furniture
repair and restoration services in the United States with approximately  130,000
residential  customers.  As of December 31, 2003, Furniture Medic provided these
services  in 47 states and the  District  of  Columbia  through  425  franchised
locations.   Furniture  Medic  also  provides   on-site   furniture  repair  and
restoration  services through a subsidiary in the United Kingdom and has entered
into  licensing  arrangements  to provide these  services in Canada,  France and
Saudi Arabia.

                                      6
<PAGE>

MARKETING AND DISTRIBUTION

     ServiceMaster   markets  its  services   primarily   through  yellow  pages
advertisements,   telemarketing,   television  and  radio   advertising,   print
advertisements,   direct  mail  and  door-to-door  solicitation.   Additionally,
American Home Shield markets its home service  contracts  through  participating
real estate  brokerage  offices in conjunction  with the resale of single-family
residences and through financial institutions and insurance agencies.


HEADQUARTER FUNCTIONS

     The  Business  Support  Center   coordinates   administration  of  payroll,
benefits,   risk  management,   travel  and  certain  procurement  services  for
ServiceMaster's internal operations.  Various administrative support departments
also  provide  personnel,  communications,   marketing,  government  and  public
relations,   administrative,   accounting,   financial,  tax,  human  resources,
information  technology  and legal  services.  The  Business  Support  Center is
headquartered in Downers Grove,  Illinois,  and has additional personnel located
in Memphis, Tennessee.


PATENTS, TRADEMARKS AND LICENSES

     ServiceMaster holds various service marks,  trademarks and trade names that
it deems  particularly  important to the advertising and franchising  activities
conducted by each of its operating  segments.  These marks are registered in the
United States and over 88 other  countries and are renewed at each  registration
expiration date.


FRANCHISES

     Franchises  are  important to TruGreen  ChemLawn,  Terminix,  ServiceMaster
Clean,  Merry Maids,  AmeriSpec and Furniture Medic businesses.  Total franchise
fees (initial and recurring)  represented  2.6% of consolidated  revenue in both
2003 and 2002,  respectively,  and 2.5% of consolidated revenue in 2001. Related
franchise operating expenses were 1.6%, 1.7% and 1.7% of consolidated  operating
expenses  in 2003,  2002 and 2001,  respectively.  Total  franchise  fee  income
comprised  13%,  11%  and  10% of  consolidated  operating  income  before
impairment charges in 2003, 2002 and 2001,  respectively.  Franchise  agreements
made in the course of these  businesses  are generally for a term of five years.
ServiceMaster  renews the majority of its  franchise  agreements  prior to their
expiration.


SALE OF TREES, INC.

     In September 2003,  ServiceMaster  sold the assets and related  operational
obligations  of Trees,  Inc.,  the utility  line  clearing  business of TruGreen
LandCare,  to an independent  subsidiary of Asplundh Subsidiary Holdings,  Inc.,
for approximately $20 million in cash.


COMPETITION

     The following information is based on estimates,  which cannot be verified,
made by  ServiceMaster's  management.  ServiceMaster  competes  with many  other
companies in the sale of its services,  franchises  and products.  The principal
methods of competition in ServiceMaster's businesses include quality of service,
name recognition, pricing, assurance of customer satisfaction and reputation.

     Lawn Care  Services.  Competition  in the market for lawn care  services is
strong, coming mainly from local,  independently owned firms and from homeowners
who care for their own lawns.

     Landscape  Maintenance  Services.  Competition  in the market for landscape
maintenance  services  is  strong,  coming  mainly  from  small,  owner-operated
companies operating in a limited geographic market and, to a lesser degree, from
a few large companies  operating in multiple  markets,  and from property owners
who perform their own landscaping services.

                                       7
<PAGE>

     Termite and Pest Control  Services.  Competition  in the market for termite
and pest control  services is strong,  coming mainly from  thousands of regional
and local,  independently  owned  firms,  from  homeowners  who treat  their own
termite  and pest  control  problems  and from one  other  large  company  which
operates on a national basis.

     Home Warranty  Contracts  for Systems and  Appliances.  Competition  in the
market for home warranty contracts for systems and appliances is strong,  coming
mainly from  regional  providers of home  warranties.  Several  competitors  are
initiating  expansion  efforts  into  additional  states.  American  Home Shield
competes  with these  companies  for access to real  estate  brokers,  financial
institutions and insurance agents that distribute its home warranty contracts.

     Home  Inspection  Services.  Competition in the market for home  inspection
services is strong,  coming mainly from regional and local,  independently owned
firms.

     Electrical, Heating, Ventilation and Air Conditioning Services. Competition
in the market for electrical, heating, ventilation and air conditioning services
is strong,  coming mainly from local,  independently  owned firms throughout the
United States and a few national companies.

     Plumbing  and  Drain  Cleaning  Services.  Competition  in the  market  for
plumbing  and drain  cleaning  services  is strong,  coming  mainly  from local,
independently  owned  firms  throughout  the United  States  and a few  national
companies.

     Disaster  Restoration and Cleaning Services.  Competition in the market for
disaster restoration and cleaning services is strong,  coming mainly from local,
independently owned firms and a few national companies.

     House  Cleaning  Services.  Competition  in the market  for house  cleaning
services is strong,  coming mainly from local,  independently  owned firms and a
few national companies.

     Furniture Repair  Services.  Competition in the market for furniture repair
services is strong, coming mainly from local, independent contractors.


MAJOR CUSTOMERS

     ServiceMaster has no single customer that accounts for more than 10% of its
operating revenue. Additionally, no operating segment has a single customer that
accounts for more than 10% of its operating revenue.  No part of ServiceMaster's
business is dependent on a single customer or a few customers, the loss of which
would have a material adverse effect on ServiceMaster's  financial  condition or
results of operations.


REGULATORY COMPLIANCE

     Government Regulations.  ServiceMaster's  operating segments are subject to
various  federal,  state and local laws and  regulations,  compliance with which
increases  ServiceMaster's  operating  costs,  limits or restricts  the services
provided  by  ServiceMaster's   operating  segments  or  the  methods  by  which
ServiceMaster's   operating  segments  sell  those  services  or  conduct  their
respective  businesses,  or subjects ServiceMaster and its operating segments to
the possibility of regulatory actions or proceedings.

     These federal and state laws include laws relating to consumer  protection,
wage and hour regulations, permit and license requirements, workers' safety (the
Occupational  Safety and Health  Act),  environmental  regulations  and employee
benefits (the  Consolidated  Omnibus Budget  Reconciliation  Act of 1985 and the
Employee  Retirement  Income Security Act of 1974).  The TruGreen,  Terminix and
American  Residential  Services and American  Mechanical  Services segments must
also meet the  Department of  Transportation  and Federal  Motor

                                       8
<PAGE>

Carrier  Safety Administration requirements with respect to its fleet of
vehicles. American Home Shield is regulated  by the  Department  of Insurance
in certain  states and the Real Estate Commission in Texas.

     Consumer Protection and Telemarketing Matters.  ServiceMaster is subject to
numerous federal and state laws and regulations  designed to protect  consumers,
including laws governing  consumer  privacy and fraud, the collection and use of
consumer data, telemarketing and other forms of solicitation. Noncompliance with
these laws and regulations can subject  ServiceMaster  to fines or various forms
of civil or criminal  prosecution,  any of which could have an adverse effect on
its financial condition and results of operations.

     The telemarketing  rules adopted by the Federal  Communications  Commission
pursuant  to the  Federal  Telephone  Consumer  Protection  Act and the  Federal
Telemarketing  Sales Rule issued by the Federal Trade  Commission (both of which
were  amended in 2003 to  establish  a  National  Do Not Call  Registry)  govern
ServiceMaster's telephone sales practices. In addition, many states have adopted
statutes and  regulations  targeted at direct  telephone sales  activities.  The
implementation of do-not-call lists requires TruGreen ChemLawn, and, to a lesser
extent,  ServiceMaster's  other operating segments, to seek additional marketing
methods and channels.

     Franchise Matters. TruGreen ChemLawn, Terminix,  ServiceMaster Clean, Merry
Maids,  AmeriSpec,  and Furniture Medic are subject to various federal and state
laws and regulations governing franchise sales and marketing and franchise trade
practices  generally,  including applicable rules and regulations of the Federal
Trade Commission.  These laws and regulations  generally  require  disclosure of
business  information in connection  with the sale of franchises.  Certain state
regulations  also  affect the ability of the  franchisor  to revoke or refuse to
renew a franchise.  ServiceMaster deals with franchisees in good faith and seeks
to comply with regulatory requirements. From time to time, ServiceMaster and one
or more  franchisees  may become  involved in a dispute  regarding the franchise
relationship,  including, among other things, payment of royalties,  location of
branches,  advertising,  purchase of products by  franchisees,  compliance  with
ServiceMaster  standards  and  franchise  renewal  criteria.  There  can  be  no
assurance that compliance problems will not be encountered from time to time, or
that material disputes with one or more franchisees will not arise.

     Environmental  Matters.  ServiceMaster's  businesses are subject to various
federal,  state and local laws and regulations regarding  environmental matters.
Terminix,  TruGreen  ChemLawn and TruGreen  LandCare  are  regulated  under many
federal and state environmental laws, including the Comprehensive  Environmental
Response,  Compensation and Liability Act of 1980, the Superfund  Amendments and
Reauthorization Act of 1986, the Federal Environmental  Pesticide Control Act of
1972 and the Federal  Insecticide,  Fungicide and  Rodenticide  Act of 1947, the
Resource  Conservation  and Recovery  Act of 1976,  the  Emergency  Planning and
Community Right-to-Know Act of 1986, the Oil Pollution Act of 1990 and the Clean
Water  Act of  1977.  American  Residential  Services  and  American  Mechanical
Services are also  regulated  under many federal and state  environmental  laws,
including the Comprehensive  Environmental Response,  Compensation and Liability
Act of 1980,  the Superfund  Amendments  and  Reauthorization  Act of 1986,  the
Resource  Conservation  and Recovery  Act of 1976,  the  Emergency  Planning and
Community   Right-to-Know  Act  of  1986  and  the  Clean  Water  Act  of  1977.
ServiceMaster  cannot  predict the effect on its  operations of possible  future
environmental  legislation or regulations.  During 2003,  there were no material
capital expenditures for environmental control facilities,  and no such material
expenditures are anticipated in 2004.


                                       9
<PAGE>

EMPLOYEES

     On December 31, 2003,  ServiceMaster  had a total of  approximately  40,000
employees.


AVAILABLE INFORMATION

     ServiceMaster  maintains a website at  http://www.svm.com  that  includes a
hyperlink to a website maintained by a third-party where ServiceMaster's  Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K
and all  amendments  to those reports are  available  without  charge as soon as
reasonably  practicable following the time that they are filed with or furnished
to the Securities  and Exchange  Commission.  A copy of each of  ServiceMaster's
Corporate   Governance   Principles,   Audit  and  Finance  Committee   Charter,
Compensation  and  Leadership  Development  Committee  Charter,  Governance  and
Nominating  Committee  Charter,  Financial Code of Ethics and Code of Conduct is
filed as an exhibit to this Form 10-K, is posted on  ServiceMaster's  website at
http://www.svm.com under "Corporate Governance" and is available in print to any
shareholder  who  requests  it by  writing  to the  Corporate  Secretary  at the
following  address:  The  ServiceMaster  Company,  3250 Lacey  Road,  Suite 600,
Downers Grove, Illinois 60515.


ITEM 2.  PROPERTIES

BUSINESS SUPPORT CENTER

     ServiceMaster  leases  approximately  66,000 square feet of office space to
accommodate  personnel  from the  Business  Support  Center  in  Downers  Grove,
Illinois.  The lease expires at the end of 2012, but ServiceMaster has an option
to terminate the lease as of December 31, 2007 by giving  written  notice to the
lessor as of June 30, 2006.  Additionally,  ServiceMaster leases warehouse space
in Naperville,  Illinois.  ServiceMaster  also leases additional office space in
Memphis,  Tennessee as described  below to accommodate  Memphis-based  personnel
from the  Business  Support  Center.  ServiceMaster  believes  that these office
facilities  and  warehouse  are  suitable  and  adequate to support the Business
Support Center's current needs in the Chicagoland and Memphis areas.


OPERATING SEGMENTS

     The  headquarters  for  TruGreen  ChemLawn,  TruGreen  LandCare,  Terminix,
American  Residential  Services and Rescue Rooter are located in leased premises
at  860  Ridge  Lake  Boulevard,   Memphis,   Tennessee.  The  headquarters  for
ServiceMaster  Clean,  Merry Maids,  Furniture  Medic,  American Home Shield and
AmeriSpec are located in leased premises at 889 Ridge Lake  Boulevard,  Memphis,
Tennessee.  The  headquarters  for American  Mechanical  Services are located in
leased  premises  at 8039  Laurel Lake Court,  Laurel,  Maryland.  In  addition,
ServiceMaster  leases space for a call center located at 6399 ShelbyView  Drive,
Memphis,  Tennessee,  offices  located  at 850 and  855  Ridge  Lake  Boulevard,
Memphis, Tennessee, training facilities located at 1650 Shelby Oaks Drive North,
Memphis,  Tennessee  and 3839 Forest Hill Irene Road,  Memphis,  Tennessee and a
warehouse located at 1575 Two Place, Memphis, Tennessee.  ServiceMaster believes
that these headquarters,  call center facility, offices, training facilities and
warehouse  are  suitable  and  adequate  to  support  the  current  needs of its
operating segments in the Memphis and Laurel areas.

     ServiceMaster's  operating  companies own and lease a variety of facilities
throughout the United States for branch operations and for office, storage, call
center and data  processing  space.  The  following  chart  identifies  for each
operating  company  the  number  of  owned  facilities,  the  number  of  leased
facilities,  and the  number of states  represented  by those  owned and  leased
facilities.  ServiceMaster believes that these facilities,  when considered with
the  headquarters,  call  center  facility,  offices,  training  facilities  and
warehouses  described  above are  suitable  and  adequate to support the current
needs of its business.

                                       10
<PAGE>
<TABLE>
<CAPTION>
          Operating                             Owned            Leased           No. of
          Company                          Facilities        Facilities           States
          <S>                                     <C>              <C>               <C>
          TruGreen ChemLawn                         4               299               42
          TruGreen LandCare                         2               169               25
          Terminix                                 17               401               42
          American Residential Services             5                85               25
          American Mechanical Services              1                16                7
          American Home Shield                      1                 7                4
          ServiceMaster Clean                       0                 9                7
          Merry Maids                               0                63               26

</TABLE>

ITEM 3.  LEGAL PROCEEDINGS

     In the ordinary course of conducting its business activities, ServiceMaster
becomes  involved  in  judicial,   administrative  and  regulatory   proceedings
involving both private  parties and  governmental  authorities.  As of March 12,
2004, these proceedings  included general and commercial liability actions and a
small number of environmental proceedings.  ServiceMaster does not expect any of
these  proceedings  to  have a  material  adverse  effect  on  its  Consolidated
Financial Statements.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     During the fourth  quarter of the fiscal year covered by this Form 10-K, no
matters were submitted to a vote of security holders.


                                       11
<PAGE>

                                     PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     ServiceMaster's common stock is traded on the New York Stock Exchange under
the symbol  "SVM." At March 12, 2004,  ServiceMaster's  common stock was held of
record  by   approximately   65,000   persons.   ServiceMaster   estimates  that
approximately  44,000  persons  held shares of its common  stock in the names of
nominees.

     The information contained in ServiceMaster's  Annual Report to Shareholders
for 2003 under the headings  "Consolidated  Statements of Shareholders'  Equity"
and "Quarterly  Cash Dividends and Per Share Data" is  incorporated by reference
in this Form 10-K.


ITEM 6.  SELECTED FINANCIAL DATA

     The information contained in ServiceMaster's  Annual Report to Shareholders
for 2003  under the  heading  "Five Year  Financial  Summary"  in the  Financial
Statements section is incorporated by reference in this Form 10-K.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

     The information contained in ServiceMaster's  Annual Report to Shareholders
for 2003 under the heading  "Management's  Discussion  and Analysis of Financial
Condition and Results of Operations" is  incorporated  by reference in this Form
10-K.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The information contained in ServiceMaster's  Annual Report to Shareholders
for 2003 under the  heading "Quantitative  and  Qualitative  Disclosures  about
Market Risk" is incorporated by reference in this Form 10-K.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Consolidated  Statements of Financial  Position as of December 31, 2003
and 2002, the Consolidated Statements of Operations,  Consolidated Statements of
Cash Flows and  Consolidated  Statements of  Shareholders'  Equity for the years
ended  December  31,  2003,  2002  and 2001  and the  Notes to the  Consolidated
Financial Statements contained in ServiceMaster's  Annual Report to Shareholders
for 2003 are incorporated by reference in this Form 10-K. The report of Deloitte
& Touche  LLP dated  March 15,  2004 on the  Consolidated  Financial  Statements
contained in  ServiceMaster's  Annual Report to  Shareholders  for 2003 are also
incorporated by reference in this Form 10-K.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     On May 20, 2002, ServiceMaster, with the approval of the Board of Directors
and the  Audit and  Finance  Committee,  dismissed  Arthur  Andersen  LLP as its
independent  auditors and engaged  Deloitte & Touche LLP as its new  independent
auditors. The appointment of Deloitte & Touche became effective on May 22, 2002.
During the two years ended  December 31, 2001 and 2000,  and the interim  period
subsequent  to  December  31,  2001,  and through  May 20,  2002,  there were no
disagreements  between  ServiceMaster  and  Arthur  Andersen  on any  matter  of
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedure,  which, if not resolved to Arthur  Andersen's  satisfaction,
would have caused  Arthur  Andersen to make  reference to the subject

                                       12
<PAGE>

matter in connection with its reports on ServiceMaster's consolidated financial
statements for such  periods.  Arthur  Andersen's  report on  ServiceMaster's
consolidated financial  statements  for the years  ended  December  31, 2001 and
2000 did not contain an adverse  opinion or a disclaimer of opinion,  nor was it
qualified or modified as to  uncertainty,  audit scope or accounting principles.
During the years ended  December 31, 2001 and 2000,  and the interim period from
January 1, 2002 through May 20, 2002,  there were no reportable  events as
described  under Item  304(a)(1)(v)  of Regulation  S-K. During the years ended
December 31, 2001 and 2000, and through May 20, 2002,  ServiceMaster did not
consult with Deloitte & Touche with respect to the application of accounting
principles to a specified transaction,  either completed or proposed, the type
of audit opinion that might be rendered on ServiceMaster's  consolidated
financial statements, or any matter that was the subject of a disagreement  or a
reportable  event,  as described in Items 304(a)(2)(i)and (ii)of Regulation S-K.


 ITEM 9A.  CONTROLS AND PROCEDURES

     ServiceMaster's Chairman and Chief Executive Officer, Jonathan P. Ward, and
ServiceMaster's  President and Chief Financial Officer,  Ernest J. Mrozek,  have
evaluated  ServiceMaster's  disclosure  controls and procedures as of the end of
the period covered by this Form 10-K.

     ServiceMaster's  disclosure  controls and  procedures  include a roll-up of
financial and  non-financial  reporting  that is  consolidated  in the principal
executive  office of  ServiceMaster  in Downers Grove,  Illinois.  The reporting
process is designed  to ensure that  information  required  to be  disclosed  by
ServiceMaster in the reports that it files with or submits to the Securities and
Exchange Commission is recorded,  processed,  summarized and reported within the
time periods  specified in the  Securities and Exchange  Commission's  rules and
forms. Messrs. Ward and Mrozek have concluded that both the design and operation
of ServiceMaster's disclosure controls and procedures are effective.

     There were no changes in  ServiceMaster's  internal  control over financial
reporting that occurred during  ServiceMaster's  most recent fiscal quarter that
have  materially  affected,  or are  reasonably  likely  to  materially  affect,
ServiceMaster's internal control over financial reporting.


                                       13
<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


DIRECTORS

     The information  contained in ServiceMaster's  Proxy Statement for the 2004
Annual  Meeting  of  Shareholders  under  the  heading  "Item  1 - Election  of
Directors" is incorporated by reference in this Form 10-K.


EXECUTIVE OFFICERS OF SERVICEMASTER

     The following  table shows (i) the names and ages (as of March 12, 2004) of
ServiceMaster's  executive  officers,  (ii) all positions presently held by each
executive  officer,  and  (iii)  the year  each  person  became  an  officer  of
ServiceMaster.  Each person has served as an officer continuously since the year
shown.

<TABLE>
<CAPTION>
                                                                                                       First Became
Name                      Age      Present Positions                                                    an Officer
----                      ---      -----------------                                                    -----------
<S>                       <C>       <C>                                                                       <C>
Jonathan P. Ward           49       Chairman and Chief Executive Officer                                       2001

Ernest J. Mrozek           50       President and Chief Financial Officer                                      1987

Steven C. Preston          43       Executive Vice President                                                   1997

Steven B. Bono             51       Senior Vice President, Corporate Communications                            2001

Albert T. Cantu            42       President and Chief Operating Officer, Terminix                            1991

Scott J. Cromie            47       President and Chief Operating Officer, American Home Shield                1990

Mitchell T. Engel          51       Chief Marketing Officer                                                    2002

James A. Goetz             46       Senior Vice President and Chief Information Officer                        2000

Jim L. Kaput               43       Senior Vice President and General Counsel                                  2000

Elizabeth L. Reeves        50       Senior Vice President for Human Resources                                  2002

David M. Slott             45       President and Chief Operating Officer, TruGreen ChemLawn                   1992
</TABLE>

     Mr. Ward is also a director of ServiceMaster.  For biographical information
with  respect  to  Mr.  Ward,   see  "Item  1  -  Election  of   Directors" in
ServiceMaster's Proxy Statement for the 2004 Annual Meeting of Shareholders.

     Ernest J. Mrozek,  age 50, is President  and Chief  Financial  Officer.  He
served as President and Chief Operating Officer from April 2002 to January 2004.
He served as President of  ServiceMaster  Consumer and Commercial  Services from
November 1998 to April 2002.

     Steven  C.  Preston,  age 43, is  Executive  Vice  President.  He served as
Executive Vice President and Chief  Financial  Officer from July 1998 to January
2004. He served as Senior Vice President and Chief Financial  Officer from April
1997 through June 1998.

                                       14
<PAGE>

     Steven B.  Bono,  age 51, has served as Senior  Vice  President,  Corporate
Communications since July 2001. He was on sabbatical from May 2000 to July 2001.
Mr.  Bono  served as Vice  President,  Communications  Strategy  of Jack  Morton
Worldwide in Chicago, Illinois from September 1997 to May 2000.

     Albert T.  Cantu,  age 42,  has  served as  President  and Chief  Operating
Officer, Terminix since January 1999. From October 1994 to December 1998, he was
Vice President of Operations, Terminix.

     Scott J.  Cromie,  age 47,  has  served as  President  and Chief  Operating
Officer, American Home Shield since October 1996.

     Mitchell  T.  Engel,  age 51,  is Chief  Marketing  Officer.  He  served as
Principal of Engel Marketing Services from April 1998 to April 2002.

     James A. Goetz,  age 46, is Senior  Vice  President  and Chief  Information
Officer.  He served  as Chief  Information  Officer  of The  ServiceMaster  Home
Service Center L.L.C.  from September 2000 to January 2002. From January 1999 to
August 2000, he was Director of Internet  Services at IBM Global Services.  From
May 1996 to December 1998, he was Director of Internet  Partnering at IBM Global
Network.

     Jim L. Kaput,  age 43, is Senior  Vice  President  and  General  Counsel of
ServiceMaster.  From June 1994 until he joined  ServiceMaster in April 2000, Mr.
Kaput was a partner at the law firm of Sidley & Austin in Chicago, Illinois.

     Elizabeth L. Reeves,  age 50, is Senior Vice President for Human Resources.
She served as Executive Vice President of Global Human  Resources for Bcom3 from
October 2000 to September  2002. From March 1997 to September 2000 she was Group
Vice President, Human Resources for CNA.

     David M. Slott, age 45, is President and Chief Operating Officer,  TruGreen
ChemLawn.  He served as Chief Operating  Officer of The TruGreen  Companies from
January 2001 to October  2003.  From January 1996 to January  2001, he served as
President and Chief Operating Officer, TruGreen ChemLawn.


FINANCIAL CODE OF ETHICS

     ServiceMaster   has  a   Financial   Code  of  Ethics   which   applies  to
ServiceMaster's  Chief Executive Officer,  Chief Financial Officer,  Controller,
Treasurer,  Business Unit Chief Financial Officers or persons performing similar
functions and other designated  officers and employees.  A copy of the Financial
Code of  Ethics  is filed as an  exhibit  to this  Form  10-K and is  posted  on
ServiceMaster's website at http://www.svm.com under "Corporate Governance".


AUDIT AND FINANCE COMMITTEE FINANCIAL EXPERT

     The information  contained in ServiceMaster's  Proxy Statement for the 2004
Annual  Meeting of  Shareholders  under the heading "Board and Committees of the
Board" is incorporated by reference in this Form 10-K.


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     The information  contained in ServiceMaster's  Proxy Statement for the 2004
Annual  Meeting of  Shareholders  under the heading  "Section  16(a)  Beneficial
Ownership Reporting Compliance" is incorporated by reference in this Form 10-K.


                                       15
<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

     The information  contained in ServiceMaster's Proxy Statement for the 2004
Annual Meeting of Shareholders  under the headings  "Compensation of Directors,"
"Executive  Compensation" and "Agreements  with  Officers  and  Directors" is
incorporated by reference in this Form 10-K.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information  contained in ServiceMaster's  Proxy Statement for the 2004
Annual  Meeting of  Shareholders  under the  headings  "Ownership  of Our Common
Stock" and "Equity  Compensation  Plan Information" is incorporated by reference
in this Form 10-K.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information  contained in ServiceMaster's  Proxy Statement for the 2004
Annual  Meeting of  Shareholders  under the heading  "Certain  Transactions  and
Relationships" is incorporated by reference in this Form 10-K.


ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES

     The information  contained in ServiceMaster's Proxy Statement for the 2004
Annual  Meeting of  Shareholders  under the heading  "Item 4 - Ratification  of
Selection of  Independent  Auditors" is  incorporated  by reference in this Form
10-K.


                                       16
<PAGE>

                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K


(a)      Financial Statements, Schedules, and Exhibits.


        1.  Financial Statements

        The documents shown below are contained in ServiceMaster's Annual Report
        to Shareholders for 2003 and are incorporated by reference in Part II,
        Item 8 of this Form 10-K:

                  Report of Independent Auditors

                  Consolidated  Statements  of  Operations  for the three years
                  ended  December 31, 2003,  2002 and 2001

                  Consolidated Statements of Financial Position as of
                  December 31, 2003 and 2002

                  Consolidated Statements of Cash Flows for the three years
                  ended December 31, 2003, 2002 and 2001

                  Consolidated Statements of Shareholders' Equity for the three
                  years ended  December 31, 2003, 2002 and 2001

                  Notes to the Consolidated Financial Statements

         2.  Financial Statements Schedules

         Schedule IV-Amounts Receivable from Related Parties and Underwriters,
         Promoters, and Employees other than Related Parties:

                  None

         Included in Part IV of this Form 10-K:

                  Schedule II-Valuation and Qualifying Accounts

                  Independent Auditors' Report on Schedule

                  Exhibit 23-Independent Auditors' Consent

         Other  schedules  are  omitted  because of the  absence of  conditions
         under  which they are  required or because the required information is
         given in the consolidated financial statements or notes thereto.

         3.  Exhibits

     The  exhibits  filed  with  this  report  are  listed on pages  23-27  (the
"Exhibits  Index").  Entries marked by an asterisk next to the exhibit's  number
identify management  contracts or compensatory plans,  contracts or arrangements
in  which  a  director  or  any  of  ServiceMaster's  executive  officers  to be
identified in the summary  compensation table included in ServiceMaster's  Proxy
Statement  for  the  2004  Annual  Meeting  of   Shareholders   participates  or
compensatory  plans,  contracts  or  arrangements  adopted  without  approval of
security holders pursuant to which  ServiceMaster  may award equity and in which
any ServiceMaster employee currently participates.

                                       17
<PAGE>

(b)      Reports on Form 8-K.

          ServiceMaster filed with or furnished to the Securities  and  Exchange
          Commission  the following  reports on Form 8-K during the last quarter
          of 2003:

          A report on Form 8-K was furnished on November 5, 2003. The purpose of
          the report was to provide under Item 12, the press  release  issued by
          ServiceMaster on November 5, 2003 announcing the preliminary financial
          results for the third quarter of 2003.

          A report on Form 8-K was furnished on November 5, 2003. The purpose of
          the report was to restate previously  reported quarterly  consolidated
          statements of income and quarterly  business  segment  disclosures  to
          reflect   the   reclassification   to   discontinued   operations   of
          ServiceMaster's  sold utility  line  clearing  business  that was sold
          during the fourth quarter of 2003.




                                       18
<PAGE>


INDEPENDENT AUDITORS REPORT

To Shareholders of The ServiceMaster Company Downers Grove, IL

     We have audited the financial  statements of The ServiceMaster  Company and
subsidiaries  (the  "Company") as of December 31, 2003 and 2002, and for each of
the three  years in the period  ended  December  31,  2003,  and have issued our
report thereon dated March 15, 2004 (which expresses an unqualified  opinion and
includes an  explanatory  paragraph  relating to the  adoption of  Statement  of
Financial  Accounting  Standards ("SFAS") No. 145, Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13 and Technical  Corrections
and the adoption of SFAS No. 142,  Goodwill and Other Intangible  Assets),  such
financial  statements  and report are  included  in your 2003  Annual  Report to
Shareholders and are incorporated herein by reference.  Our audits also included
the  financial  statement  schedule  of the  Company,  listed  in Item 15.  This
financial statement schedule is the responsibility of the Company's  management.
Our responsibility is to express an opinion based on our audits. In our opinion,
such  financial  statement  schedule,  when  considered in relation to the basic
financial statements taken as a whole,  presents fairly in all material respects
the information set forth therein.

/s/ DELOITTE & TOUCHE LLP
Chicago, IL
March 15, 2004

                                       19
<PAGE>


                                 SCHEDULE II
                            THE SERVICEMASTER COMPANY
                        VALUATION AND QUALIFYING ACCOUNTS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                       Additions
                                                      Balance at       Charged to
                                                     Beginning of      Costs and                      Balance at
                                                       Period           Expenses     Deductions (1)  End of Period
                                                     -----------      -----------   ---------------  --------------
<S>                                                  <C>              <C>             <C>            <C>
AS OF AND FOR THE YEAR ENDING DECEMBER 31, 2003
Continuing Operations -
      Allowance for doubtful accounts
          Accounts receivable                         $  24,344        $ 35,166       $   36,439      $  23,071
          Notes receivable                                3,140           1,759            1,750          3,149

Reserves related to strategic actions in the fourth
      quarter of 2001 (2)                                15,494         (1,300)            3,408         10,786


Remaining liabilities from discontinued operations
      LandCare Construction                              13,974              -             6,822          7,152
      LandCare utility line clearing business (3)         6,393          2,803               185          9,011
      Certified Systems, Inc.                            13,586              -             2,562         11,024
      Management Services                                 1,569              -             1,286            283
      International businesses                           21,348          1,000            10,331         12,017
      Other                                              10,436              -             1,147          9,289


AS OF AND FOR THE YEAR ENDING DECEMBER 31, 2002
Continuing Operations -
      Allowance for doubtful accounts
          Accounts receivable                         $  26,151        $ 40,590       $   42,397      $  24,344
          Notes receivable                                2,084           1,056               -           3,140

Reserves related to strategic actions in the fourth
      quarter of 2001 (2)                                35,959         (5,600)           14,865         15,494


Remaining liabilities from discontinued operations
      LandCare Construction                              34,229          2,634            22,889         13,974
      Certified Systems, Inc.                            23,762          3,500            13,676         13,586
      Management Services                                 7,400         (4,500)            1,331          1,569
      International businesses (4)                       19,604         21,900            20,156         21,348
      Other                                              16,054            615             6,233         10,436


AS OF AND FOR THE YEAR ENDING DECEMBER 31, 2001
Continuing Operations -
      Allowance for doubtful accounts
          Accounts receivable                         $  29,219        $ 32,491       $   35,559       $ 26,151
          Notes receivable                                1,691             516              123          2,084

Reserves related to strategic actions in the fourth
      quarter of 2001 (2)                                     -         40,000             4,041         35,959


Remaining liabilities from discontinued operations
      LandCare Construction                               5,243         32,200             3,214         34,229
      Certified Systems, Inc.                            12,595         12,995             1,828         23,762
      Management Services                                     -         22,687            15,287          7,400
      Other                                                 754         15,300                 -         16,054

</TABLE>

 (1)      Deductions in the allowance for doubtful accounts and notes receivable
          reflect write-offs of uncollectible accounts Deductions for the
          remaining items reflect cash payments, except for the items noted in
          (3) and (4).

 (2)      Includes accruals for residual value guarentees on leased properties,
          severance for former executives and terminated employees, and
          transaction and other costs.

 (3)      The Company sold the assets and related operational obligations of
          Trees, Inc, the utility line clearing operations of TruGreen LandCare.
          The Company retained certain liabilities and recorded accruals in
          connection with the sold operations. The beginning balance represents
          the liabilities of the discontinued operations that existed prior to
          their disposition. Additions reflect costs recorded related to exiting
          the operations.

 (4)      The liabilites of this business assumed by the buyer of the sold
          operations totaled $19.6 million. The Company recorded accruals in
          connection with the 2002 sold operations and a cash adjustment to the
          purchase price of the 2001 disposition. The beginning balance
          represents the liabilities of the discontinued operations that existed
          prior to their disposition. Additions reflect costs recorded related
          to exiting the operations.


                                       20
<PAGE>



<PAGE>
                                     SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                            THE SERVICEMASTER COMPANY





Date: March 15, 2004        By   /s/ JONATHAN P. WARD
                                -------------------------------
                                Jonathan P. Ward
                                Chairman and Chief Executive Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

         Signature                               Title                                  Date
         ---------                               -----                                  ----
<S>                                     <C>                                        <C>
/s/ JONATHAN P. WARD                    Chairman and Chief Executive                March 15, 2004
----------------------                  Officer and Director
   Jonathan P. Ward


/s/ ERNEST J. MROZEK                    President and                               March 15, 2004
----------------------                  Chief Financial Officer (Principal
   Ernest J. Mrozek                     Financial Officer and Principal
                                        Accounting Officer)



/s/ PAUL W. BEREZNY, JR.                Director                                    March 5, 2004
---------------------------
   Paul W. Berezny, Jr.


__________________________              Director
   John L. Carl


__________________________              Director
   Brian Griffiths


/s/ SIDNEY E. HARRIS                    Director                                    March 5, 2004
---------------------------
   Sidney E. Harris


/s/ ROBERTO R. HERENCIA                 Director                                    March 5, 2004
---------------------------
  Roberto R. Herencia


__________________________              Director
   Herbert P. Hess
</TABLE>

                                       21
<PAGE>
<TABLE>
<S>                                     <C>                                        <C>
/s/ JAMES D. McLENNAN                   Director                                    March 5, 2004
----------------------
   James D. McLennan


/s/ DALLEN W. PETERSON                  Director                                    March 5, 2004
---------------------------
   Dallen W. Peterson


/s/ BETTY JANE SCHEIHING                Director                                    March 5, 2004
------------------------
  Betty Jane Scheihing


/s/ DAVID K. WESSNER                    Director                                    March 5, 2004
---------------------------
   David K. Wessner

</TABLE>

                                       22

<PAGE>
                                 Exhibits Index

Exhibit No.                               Description of Exhibit
-----------------------------------------------------------------------------


3(i)     Amended and Restated Certificate of Incorporation of The ServiceMaster
         Company, a Delaware corporation, as filed with the Secretary of State,
         State of Delaware, on November 6, 1997 is incorporated by reference to
         Exhibit 1 to the registrant's Current Report on Form 8-K, No. 2 dated
         February 26, 1998 (File No. 1-14762) (the "1998 8-K, No. 2").

3(ii)    Bylaws of The ServiceMaster Company, as amended through April 26, 2002,
         are incorporated by reference to Exhibit 3(ii) to the registrant's
         Quarterly Report on Form 10-Q for the quarter ended March 31, 2002
         (File No. 1-14762) (the "2002 10-Q").

4.1      Shareholder Rights Agreement between The ServiceMaster Company and the
         Harris Trust and Savings Bank, as adopted on December 12, 1997, is
         incorporated by reference to Exhibit 3 to the 1998 8-K, No.2.

4.2      Certificate of Designation, Preferences and Rights of Junior
         Participating Preferred Stock, Series A, is incorporated by reference
         to Exhibit 4 to the 1998 8-K, No. 2.

4.3      Indenture dated as of August 15, 1997 between The ServiceMaster Company
         and the Harris Trust and Savings Bank, as trustee, is incorporated by
         reference to Exhibit 4.1 to the registrant's Registration Statement on
         Form S-3 (File No. 333-32167) (the "1997 S-3").

4.4      First Supplemental Indenture dated as of August 15, 1997 between The
         ServiceMaster Company and the Harris Trust and Savings Bank, as
         trustee, is incorporated by reference to Exhibit 4.4 to the
         registrant's Annual Report on Form 10-K for the year ended December 31,
         1997 (File No. 1-14762) (the "1997 10-K").

4.5      Second Supplemental Indenture dated as of January 1, 1998 between The
         ServiceMaster Company and the Harris Trust and Savings Bank, as
         trustee, is incorporated by reference to Exhibit 2 to the registrant's
         Current Report on Form 8-K, No. 1 dated February 26, 1998 (File No.
         1-14762).

4.6      Third Supplemental Indenture dated as of March 2, 1998 between The
         ServiceMaster Company and the Harris Trust and Savings Bank, as
         trustee, is incorporated by reference to Exhibit 4.3 to the
         registrant's Current Report on Form 8-K, No. 3 dated February 27, 1998
         (File No. 1-14762) (the "1998 8-K, No. 3").

4.7      Fourth Supplemental Indenture dated as of August 10, 1999 between The
         ServiceMaster Company and the Harris Trust and Savings Bank, as
         trustee, is incorporated by reference to Exhibit 3 to the registrant's
         Current Report on Form 8-K dated August 16, 1999 (File No. 1-14762)
         (the "1999 8-K").

4.8      Indenture dated as of November 18, 1999 between The ServiceMaster
         Company and the Harris Trust and Savings Bank, as trustee, is
         incorporated by reference to Exhibit 4.16 to the registrant's
         Registration Statement on Form S-3 (File No. 333-91381), filed on
         November 19, 1999 (the "1999 S-3").

4.9      First Supplemental Indenture dated as of April 4, 2000 between The
         ServiceMaster Company and Harris Trust and Savings Bank, as trustee, is
         incorporated by reference to Exhibit 4.2 to the registrant's Quarterly
         Report on Form 10-Q for the quarter ended March 31, 2000 (File No.
         1-14762) (the "2000 10-Q").

4.10     Forms of 6.95% Note due August 14, 2007 and 7.45% Note due August 14,
         2027 are incorporated by reference to Exhibit 4.2 to the 1997 S-3.

4.11     Form of 7.10% Note due March 1, 2018 is incorporated by reference to
         Exhibit 4.1 the 1998 8-K, No. 3.

4.12     Form of 7.25% Note due March 1, 2038 is incorporated by reference to
         Exhibit 4.2 to the 1998 8-K, No. 3.

4.13     Form of 7.875% Note due August 15, 2009 is incorporated by reference to
         Exhibit 4 to the 1999  8-K.

                                       23
<PAGE>
                                Exhibits Index

Exhibit No.                               Description of Exhibit
-----------------------------------------------------------------------------

4.14     Form of 7.875% Note due August 15, 2009 is incorporated by reference to
         Exhibit 5 to the 1999  8-K.

4.15     Form of 8.45% Note due April 15, 2005 is incorporated by reference to
         Exhibit 4.1 to the 2000 10-Q.

4.16     $490,000,000 Credit Agreement dated as of December 12, 2001 among The
         ServiceMaster Company, the Lenders, JPMorgan Chase Bank, Bank of
         America, Bank One N.A., First Union National Bank and SunTrust Bank is
         incorporated by reference to Exhibit 4.16 to the registrant's Annual
         Report on Form 10-K for the year ended December 31, 2001 (File No.
         1-14762) (the "2001 10-K").

10.1*    Senior Executive Ownership Election Plan, as approved by the Board of
         Directors on December 10, 1999, is incorporated by reference to Exhibit
         10.5 to the Annual Report on Form 10-K for the year ended December 31,
         1999 (File No. 1-14762).

10.2*    10-Plus Plan, as amended September 3, 1991, is incorporated by
         reference to Exhibit 10.21 to the ServiceMaster Limited Partnership
         Annual Report on Form 10-K for the year ended December 31, 1991 (File
         No. 1-09378) (the "1991 10-K").

10.3*    Form of Option Agreement for the 10-Plus Plan, as amended September 3,
         1991, is incorporated by reference to Exhibit 10.22 to the 1991 10-K.

10.4*    1994 Non-Employee Directors Share Option Plan is incorporated by
         reference to Exhibit 4.2 to the ServiceMaster Limited Partnership
         Registration Statement on Form S-8 (File No. 33-55761), filed on
         October 4, 1994 (the "1994 S-8").

10.5*    Form of Option Agreement for the 1994 Non-Employee Director Share
         Option Plan is incorporated by reference to Exhibit 4.3 to the 1994
         S-8.

10.6*    1997 Share Option Plan is incorporated by reference to Exhibit 10.28 to
         the ServiceMaster Limited Partnership Annual Report on Form 10-K for
         the year ended December 31, 1996 (File No. 1-09378) (the "1996 10-K").

10.7*    Form of Option Agreement for the 1997 Share Option Plan is incorporated
         by reference to Exhibit 10.29 to the 1996 10-K.

10.8*    1998 Equity Incentive Plan is incorporated by reference to Exhibit
         10.15 to the 1997 10-K.

10.9*    Form of Option Agreement for the 1998 Equity Incentive Plan
         (Non-Qualifying Stock Options) is incorporated by reference to Exhibit
         10.20 to the 1997 10-K.

10.10*   Form of Option Agreement for the 1998 Equity Incentive Plan (Incentive
         Stock Options) is incorporated by reference to Exhibit 10.21 to the
         1997 10-K.

10.11*   1998 Non-Employee Directors Discounted Stock Option Plan is
         incorporated by reference to Exhibit 10.21 to the 1997 10-K.

10.12*   1998 Long-Term Performance Award Plan is incorporated by reference to
         Exhibit 10.22 to the 1997 10-K.

10.13*   2000 Equity Incentive Plan is incorporated by reference to Exhibit 4.4
         to the registrant's Registration Statement on Form S-8 (File No.
         333-42680), filed on July 31, 2000 (the "2000 S-8").


                                       24
<PAGE>
                                Exhibits Index

Exhibit No.                Description of Exhibit
-----------------------------------------------------------------------------

10.14*   Form of Option Agreement for the 2000 Equity Incentive Plan is
         incorporated by reference to Exhibit 10.17 to the 2001 10-K.

10.15*   Form of Restricted Stock Award Agreement for the 2000 Equity Incentive
         Plan is incorporated by reference to Exhibit 10.31 to the 2001 10-K.

10.16*   WeServeHomes.com 2000 Stock Option/Stock Issuance Plan is incorporated
         by reference to Exhibit 10.21 to the Annual Report on Form 10-K for the
         year ended December 31, 2000 (File No. 1-14762) (the "2000 10-K").

10.17*   Form of Stock Option Agreement for the WeServeHomes.com 2000 Stock
         Option/Stock Issuance Plan is incorporated by reference to Exhibit
         10.22 to the 2000 10-K.

10.18*   Form of Stock Purchase Agreement for the WeServeHomes.com 2000 Stock
         Option/Stock Issuance Plan is incorporated by reference to Exhibit
         10.23 to the 2000 10-K.


10.19*   2001 Directors Stock Plan, as amended and restated effective January
         24, 2003, is incorporated by reference to Exhibit 10.20 to the Annual
         Report on Form 10-K for the year ended December 31, 2002 (the "2002
         10-K").

10.20*   Form of Option Agreement for the 2001 Directors Stock Plan is
         incorporated by reference to Exhibit 4.4 to the registrant's
         Registration Statement on Form S-8 (File No. 333-65520), filed on July
         20, 2001.

10.21*   Corporate Performance Plan, formerly known as the 2001 Long-Term
         Performance Award Plan, as amended March 16, 2001, is incorporated by
         reference to Exhibit 10.2 to the registrant's Quarterly Report on Form
         10-Q for the quarter ended March 31, 2001 (File No. 1-14762).

10.22*   Form of Change in Control Severance Agreement is incorporated by
         reference to Exhibit 10.30 to the 2001 10-K.

10.23*   ServiceMaster 2003 Equity Incentive Plan is incorporated by reference
         to Exhibit 4.6 to the registrant's Registration Statement on Form S-8
         (File No. 333-106356), filed on June 23, 2003.

10.24*+  Form of Stock Option Agreement for the ServiceMaster 2003 Equity
         Incentive Plan.

10.25*+  Form of Restricted Stock Award Agreement for the ServiceMaster 2003
         Equity Incentive Plan.

10.26*+  Form of Stock Appreciation Right Agreement for the ServiceMaster 2003
         Equity Incentive Plan.

10.27*   2002 Directors Deferred Fees Plan, effective October 25, 2002, is
         incorporated by reference to Exhibit 10.35 to the 2002 10-K.

10.28*   ServiceMaster Employee Share Purchase Plan, as amended and restated
         effective October 4, 2001, is incorporated by reference to Exhibit
         10.37 to the 2001 10-K.

10.29*   ServiceMaster Deferred Compensation Plan, as amended and restated
         effective October 24, 2002, is incorporated by reference to Exhibit
         10.29 to the 2002 10-K.

10.30*   Employment Agreement dated as of January 9, 2001 between The
         ServiceMaster Company and Jonathan P. Ward is incorporated by reference
         to Exhibit 10.19 to the 2000 10-K.


                                       25
<PAGE>
                                Exhibits Index

Exhibit No.                Description of Exhibit
-----------------------------------------------------------------------------

10.31*   Stock Option Agreement dated as of January 9, 2001 between The
         ServiceMaster Company and Jonathan P. Ward is incorporated by reference
         to Exhibit 10.20 to the 2000 10-K.


10.32*+  Stock Option Agreement dated as of February 8, 2002 between The
         ServiceMaster Company and Jonathan P. Ward.

10.33*+  Restricted Stock Unit Award Agreement dated as of December 18, 2003
         between The ServiceMaster Company and Jonathan P. Ward.


10.34*   Letter Agreement dated as of June 1, 2001 between The ServiceMaster
         Company and Carlos Cantu is incorporated by reference to Exhibit 10.1
         to the registrant's Quarterly Report on Form 10-Q for the quarter ended
         June 30, 2001 (File No. 1-14762).


10.35*   Employment Agreement dated as of April 1, 2002 between The
         ServiceMaster Company and Mitchell T. Engel is incorporated by
         reference to Exhibit 10.25 to the 2002 10-K.

10.36*+  Letter Agreement dated as of January 1, 2004 between The ServiceMaster
         Company and C. William Pollard.

10.37*+  Stock Option Agreement dated as of March 16, 2001 between The
         ServiceMaster Company and C. William
         Pollard.

10.38*+  Employment Agreement dated as of January 1, 2004 between The
         ServiceMaster Company and Ernest J. Mrozek.

13+      Annual Report to Shareholders for the year ended December 31, 2003 (the
         "2003 Annual Report"). The parts of the 2003 Annual Report which are
         expressly incorporated into this report by reference shall be deemed
         filed with this report. All other parts of the 2003 Annual Report are
         furnished for the information of the Securities and Exchange Commission
         and are not filed with this report.

14+      Financial Code of Ethics pursuant to Section 406 of the Sarbanes-Oxley
         Act of 2002.


21+      Subsidiaries of ServiceMaster.

23+      Consent of Deloitte & Touche LLP.


31.1+    Certification of Chief Executive Officer pursuant to Rule 13a - 14
         (a) or 15d - 14 (a), as adopted pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

31.2+    Certification of Chief Financial Officer pursuant to Rule 13a - 14 (a)
         or 15d - 14 (a), as adopted pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

32.1+    Certification of Chief Executive Officer pursuant to Section 1350 of
         Chapter 63 of Title 18 of the United States Code, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2+    Certification of Chief Financial Officer pursuant to Section 1350 of
         Chapter 63 of Title 18 of the United States Code, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1+    Corporate Governance Principles dated as of January 30, 2004.

99.2+    Audit and Finance Committee Charter dated as of January 30, 2004.

                                       26
<PAGE>

99.3+    Compensation and Leadership Development Committee Charter dated as of
         January 30, 2004.

99.4+    Governance and Nominating Committee Charter dated as of October 24,
         2003.

----------------
* Indicates compensatory plan, contract, or arrangement.
+ Filed herewith.



                                       27
<PAGE>


                                   EXHIBIT 21


                    SUBSIDIARIES OF THE SERVICEMASTER COMPANY

As of March 12, 2004, ServiceMaster had the following subsidiaries:
<TABLE>
<CAPTION>
                                                                                                   State or Country
                                                                                                        of
                                                                                                     Incorporation
Subsidiary                                                                                          or Organization
----------                                                                                         -----------------
<S>                                                                                                       <C>
ServiceMaster Consumer Services Limited Partnership........................................................Delaware
ServiceMaster Consumer Services, Inc.....................................................................  Delaware
TruGreen Limited Partnership...............................................................................Delaware
TruGreen, Inc............................................................................................  Delaware
Barefoot Grass Canada, Inc................................................................................ Delaware
TruGreen LandCare L.L.C. 1.................................................................................Delaware
TruGreen Companies L.L.C...................................................................................Delaware
The Terminix International Company Limited Partnership.....................................................Delaware
Terminix International, Inc..............................................................................  Delaware
ServiceMaster Residential/Commercial Services Limited Partnership..........................................Delaware
SM Clean L.L.C.............................................................................................Delaware
Merry Maids Limited Partnership............................................................................Delaware
MM Maids L.L.C.............................................................................................Delaware
American Home Shield Corporation 2.........................................................................Delaware
AmeriSpec, Inc...........................................................................................  Delaware
Furniture Medic Limited Partnership........................................................................Delaware
FM Medic L.L.C.............................................................................................Delaware
American Residential Services Holding L.L.C. 3.............................................................Delaware
ServiceMaster Aviation L.L.C...............................................................................Illinois
The ServiceMaster Acceptance Company Limited Partnership...................................................Delaware
ServiceMaster Acceptance Corporation.......................................................................Delaware
ServiceMaster Holding Corporation..........................................................................Delaware
ServiceMaster BSC L.L.C....................................................................................Delaware
ServiceMaster Funding Company L.L.C........................................................................Delaware
ServiceMaster Management Corporation.......................................................................Delaware
Steward Insurance Company...................................................................................Vermont

</TABLE>

--------
1 .......TruGreen LandCare L.L.C. has 12 subsidiaries.

2 .......American Home Shield Corporation has 14 subsidiaries, including
         AmeriSpec, Inc.

3 .......American Residential Services Holding L.L.C. has 24 subsidiaries.



                                       1
<PAGE>



                                   EXHIBIT 23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement Nos.
333-113322, 333-106365, 333-110672, 333-81670, 333-73764, 333-65520, 333-53142,
333-50886, 333-42680, 333-78239, 333-74781, 333-55761 on Form S-8, Registration
Statement No. 333-91381 on Form S-3, and Registration Statements No. 333-75069
on Form S-4 of The ServiceMaster Company and subsidiaries of our report dated
March 15, 2004 (which expresses an unqualified opinion and includes an
explanatory paragraph relating to the adoption of Statement of Financial
Accounting Standards ("SFAS") No. 145, Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No. 13 and Technical Corrections and the
adoption of SFAS No. 142, Goodwill and Other Intangible Assets), appearing in
and incorporated by reference in this Annual Report on Form 10-K of The
ServiceMaster Company and subsidiaries for the year ended December 31, 2003.

/s/ DELOITTE & TOUCHE LLP
Chicago, IL
March 15, 2004




                                       2