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

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


(Mark One)

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

                   For the fiscal year ended December 31, 2004
                                       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


<PAGE>

period  that the was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X    No
                                                  ---     ---
     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. X
                            ---

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

     The aggregate market value of shares of common stock held by non-affiliates
of the registrant as of June 30, 2004 was $3,499,983,798.

     The number of shares of the registrant's common stock outstanding as of
February 25, 2005 was 292,005,365.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Certain parts of the registrant's Annual Report to Shareholders for the
year ended December 31, 2004 are incorporated into Part I and Part II of this
Form 10-K.

     Certain parts of the registrant's Definitive Proxy Statement for the 2005
Annual Meeting of Shareholders are incorporated into Part III of this Form 10-K.


<PAGE>



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
PART I
 <S>                                                                                                  <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, Related Stockholder Matters and Issuer
  Purchases of Equity Securities.................................................................       12

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

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

  Item 7A. Quantitative and Qualitative Disclosures about Market Risk...........................        13

  Item 8.  Financial Statements and Supplementary Data...........................................       13

  Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure         13

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

  Item 9B. Other Information....................................................................        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 and Financial Statement Schedules............................................       17

 Signatures......................................................................................       18

 Exhibit Index...................................................................................       22

</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:


       o weather conditions that affect the demand for ServiceMaster's services;
       o changes in 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
         premiums, self-insurance and healthcare claims costs;
       o higher fuel prices;
       o changes in the types or mix of service offerings or products;
       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; and
       o other factors described from time to time in documents filed by
         ServiceMaster with the Securities and Exchange Commission.


                                     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. As
of December 31, 2004, ServiceMaster provided these services 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 2002, 2003 and
2004 contained in the Notes to the Consolidated Financial Statements included in
ServiceMaster's  Annual Report to  Shareholders  for the year ended December 31,
2004 ("Annual Report to Shareholders  for 2004") is incorporated by reference in
this Form 10-K.





                                       4

<PAGE>

SERVICES

         The following table shows the percentage of ServiceMaster's
consolidated revenue from continuing operations derived from each of
ServiceMaster's operating segments in the years indicated:

<TABLE>
<S>                                                             <C>                 <C>                  <C>
Segment                                                         2004                2003                 2002
TruGreen                                                         38%                 38%                 37%
Terminix                                                         27%                 26%                 26%
American Home Shield                                             13%                 13%                 12%
American Residential Services and American Mechanical
    Services                                                     18%                 19%                 21%
Other Operations                                                 4%                  4%                   4%
</TABLE>


                                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%, 38% and
37% in  2004,  2003 and  2002,  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 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 serving both residential and commercial customers.
As of December 31, 2004,  TruGreen ChemLawn provided these services in 46 states
and  the  District  of  Columbia  through  206  company-owned  locations  and 51
franchised  locations.  As of December 31, 2004, TruGreen ChemLawn also provided
lawn care services through a subsidiary in Canada and had entered into licensing
arrangements to provide these services in nine other countries, primarily in the
Middle East. In April 2004,  TruGreen ChemLawn acquired the assets of Greenspace
Services Limited from FirstService  Corporation.  Greenspace Services Limited is
Canada's largest professional lawn care services company.

     TruGreen  LandCare.  TruGreen  LandCare is a leading  provider of landscape
maintenance   services  in  the  United  States  serving  both  residential  and
commercial customers.  As of December 31, 2004, TruGreen LandCare provided these
services in 36 states and the  District of  Columbia  through 104  company-owned
locations and had 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 27%, 26% and 26% in 2004, 2003 and
2002,   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,  leads to the highest demand for termite
control  services  and  therefore  the  highest  level of  revenues.  Similarly,
increased  pest  activity in the warmer  months leads to 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 serving both residential and commercial customers. As December 31,
2004, Terminix provided these services in 47 states and the District of Columbia
through 347 company-owned locations and 136 franchised locations. As of December
31, 2004,  Terminix also provided  termite and pest control  services  through a
subsidiary  in Mexico and had entered  into  licensing  arrangements  to provide
these services in 29 other countries,  primarily in the Caribbean and the Middle
East.


                                       5
<PAGE>

                          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%,  13% and 12% in 2004,  2003  and  2002,  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. 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 break down due to normal  wear and tear and  administers  those
contracts  through  independent  repair  contractors  and  American  Residential
Services.  As of December 31, 2004, American Home Shield issued and administered
home  warranty  contracts  in 49 states and the  District of Columbia and had no
international operations.

     AmeriSpec.  AmeriSpec is a leading provider of home inspection  services in
the United  States  serving  residential  customers.  As of December  31,  2004,
AmeriSpec  provided  these  services  in 47 states and the  District of Columbia
through two company-owned locations and 231 franchised locations,  and AmeriSpec
also provided home inspection services through a subsidiary in Canada.

     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  18%,  19%  and  21%  in  2004,  2003  and  2002,
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 serving residential  customers.  As of
December 31, 2004, American  Residential  Services provided these services in 25
states and the District of Columbia through 63  company-owned  locations and had
no international operations.

     American  Mechanical  Services.  American  Mechanical Services is a leading
provider of heating,  ventilation,  air conditioning and electrical  services in
the United  States  serving  commercial  customers.  As of  December  21,  2004,
American  Mechanical  Services  provided  these  services  in 7  states  and the
District of Columbia through 20 company-owned locations and had 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  headquarters functions.  Revenues derived
from the Other  Operations  segment  constituted 4%, 4% and 4% in 2004, 2003 and
2002,   respectively,   of  the  revenue  from  continuing   operations  of  the
consolidated ServiceMaster enterprise.


                                       6
<PAGE>

     ServiceMaster  Clean.  ServiceMaster  Clean is a leading  franchisor in the
residential and commercial  cleaning field in the United States.  As of December
31, 2004,  ServiceMaster  Clean provided these services in all 50 states and the
District of Columbia  through  3,132  franchised  locations.  As of December 31,
2004,  ServiceMaster  Clean also  provided  disaster  restoration  and  cleaning
services through  subsidiaries in Canada,  Ireland, the United Kingdom and Spain
and had entered into  licensing  arrangements  to provide  these  services in 19
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.  As of December 31, 2004,  these  services  were
provided  in 48 states and the  District of  Columbia  through 62  company-owned
locations and 775  franchised  locations.  As of December 31, 2004,  Merry Maids
also provided domestic house cleaning  services through  subsidiaries in Canada,
Denmark,  Ireland  and  the  United  Kingdom  and  had  entered  into  licensing
arrangements  to provide these  services in nine 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  serving  residential
customers.  As of December 31, 2004,  Furniture Medic provided these services in
48 states and the District of Columbia through 386 franchised  locations.  As of
December 31, 2004,  Furniture Medic also provided  on-site  furniture repair and
restoration  services through  subsidiaries in Canada and the United Kingdom and
had entered into licensing arrangements to provide these services in France.


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 97 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 2.7% of consolidated  revenue in 2004,
and 2.6% of consolidated revenues in both 2003 and 2002,  respectively.  Related
franchise operating expenses were 1.7%, 1.6% and 1.7% of consolidated  operating
expenses  in 2004,  2003 and 2002,  respectively.  Total  franchise  fee profits
comprised  10.1%,  10.5% and 9.4% of consolidated  operating income (without the
impairment charge in 2003) before headquarter  overheads in 2004, 2003 and 2002,
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.


                                       7
<PAGE>

COMPETITION

     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.

     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 Orkin,  Inc.  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
consolidated operating revenue.  Additionally, no operating segment has a single
customer  that  accounts  for more than 10% of its  operating  revenue.  None of
ServiceMaster's  operating  segments is dependent on a single  customer or a few
customers,  the  loss of which  would  have a  material  adverse  effect  on the
segment.



                                       8

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
(e.g., the Occupational  Safety and Health Act),  environmental  regulations and
employee benefits (e.g., 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
Carrier  Safety  Administration  requirements  with  respect to their  fleets 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, results of operations and cash flows.

     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  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,  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  seeks to comply with regulatory  requirements
and deal with franchisees in good faith.  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,  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, the Clean Water Act of 1977 and the Clean
Air Act of 1970.  ServiceMaster  cannot  predict the effect on its operations of
possible future  environmental  legislation or regulations.  During 2004,  there
were no material capital expenditures for environmental control facilities,  and
no such material expenditures are anticipated in 2005.


                                       9
<PAGE>

EMPLOYEES

     On December 31, 2004,  ServiceMaster  had a total of  approximately  38,000
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
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 by June 30, 2006.  Additionally,  ServiceMaster leases warehouse space in
Naperville,  Illinois.  ServiceMaster  also  leases  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 Furniture
Medic,  American Home Shield and AmeriSpec are located in leased premises at 889
Ridge Lake Boulevard,  Memphis,  Tennessee.  The headquarters for  ServiceMaster
Clean and Merry Maids and a training  facility are located in leased premises at
3839 Forest Hill Irene Road, Memphis,  Tennessee.  The headquarters for American
Mechanical  Services are located in leased  premises at 8039 Laurel Lakes 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;  a training  facility located at
1650 Shelby Oaks Drive North,  Memphis,  Tennessee;  and a warehouse  located at
1575  Two  Place,   Memphis,   Tennessee.   ServiceMaster   believes   that  the
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
principally  in the United States for branch and service  center  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>
          <S>                             <C>               <C>                  <C>
          Operating                             Owned            Leased           No. of
          Company                          Facilities        Facilities           States
          -------                          ----------        ----------           ------
          TruGreen ChemLawn                         5               302               42
          TruGreen LandCare                         1               176               26
          Terminix                                 12               416               42
          American Residential Services             3                73               23
          American Mechanical Services              1                19                7
          American Home Shield                      1                 8                4
          ServiceMaster Clean                       0                 8                6
          Merry Maids                               0                62               27
</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 February 25,
2005 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 financial  condition,
results of operations or cash flows.


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, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES

     ServiceMaster's common stock is traded on the New York Stock Exchange under
the symbol "SVM." At February 25, 2005, 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 as of that date.

     The information contained in ServiceMaster's  Annual Report to Shareholders
for 2004 under the headings  "Consolidated  Statements of Shareholders'  Equity"
and  "Quarterly  Cash  Dividends  and Price Per Share Data" is  incorporated  by
reference in this Form 10-K.

     In July 2000,  ServiceMaster's  Board of Directors  authorized $350 million
for share  repurchases.  The following table summarizes  ServiceMaster's  common
stock share  repurchases  for the three months ended December 31, 2004 under its
share  repurchase   authorization.   Decisions  relating  to  any  future  share
repurchases will depend on various factors such as ServiceMaster's commitment to
maintain  investment  grade  credit  ratings  and  other  strategic   investment
opportunities.

                      ISSUER PURCHASES OF EQUITY SECURITIES
<TABLE>
<S>                                    <C>                <C>                 <C>                     <C>
                                                                                    Total               Approximate
                                                                                   Number              Dollar Value
                                                                                  of Shares           of Shares that
                                                                                Purchased as            May Yet Be
                                        Total Number       Average Price      Part of Publicly           Purchased
                                          of Shares          Paid per             Announced              Under the
Period                                    Purchased            Share                Plan                   Plan
------------------------------------------------------------------------------------------------------------------------
October 1, 2004 through
  October 31, 2004                             -                $ -                      -             $ 90,000,000

November 1, 2004 through
  November 30, 2004                          140,100            $ 12.61                140,100         $ 88,000,000

December 1, 2004 through
  December 31, 2004                          495,400            $ 13.25                495,400         $ 81,000,000

                                      ---------------------------------------------------------
Total                                        635,500            $ 13.11                635,500
                                      ---------------------------------------------------------
</TABLE>


ITEM 6.  SELECTED FINANCIAL DATA

     The information contained in ServiceMaster's  Annual Report to Shareholders
for 2004  under the  heading  "Five-Year  Financial  Summary"  in the  Financial
Statements section is incorporated by reference in this Form 10-K.


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

     The information contained in ServiceMaster's  Annual Report to Shareholders
for 2004 under the heading  "Management's  Discussion  and Analysis of Financial
Condition and Results of Operations" is  incorporated  by reference in this Form
10-K.



                                       12
<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The information contained in ServiceMaster's  Annual Report to Shareholders
for 2004 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, 2004
and 2003, the Consolidated Statements of Operations,  Consolidated Statements of
Cash Flows and  Consolidated  Statements of  Shareholders'  Equity for the years
ended  December  31,  2004,  2003  and 2002  and the  Notes to the  Consolidated
Financial Statements contained in ServiceMaster's  Annual Report to Shareholders
for 2004 are  incorporated  by  reference  in this Form  10-K.  The  reports  of
Deloitte & Touche LLP dated  February  28,  2005 on the  Consolidated  Financial
Statements and management's  assessment of the effectiveness of internal control
over  financial  reporting   contained  in  ServiceMaster's   Annual  Report  to
Shareholders for 2004 are also incorporated by reference in this Form 10-K.


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

     None.


 ITEM 9A.  CONTROLS AND PROCEDURES

     Effectiveness  of  Disclosure  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.

     Management's  Report on Internal  Control  over  Financial  Reporting.  The
information contained in ServiceMaster's  Annual Report to Shareholders for 2004
under the  heading  "Management's  Report on  Internal  Control  over  Financial
Reporting" is incorporated by reference in this Form 10-K.

     Changes  in  Internal  Control  over  Financial  Reporting.  No  change  in
ServiceMaster's  internal control over financial  reporting  occurred during the
fourth quarter of 2004 that has materially affected,  or is reasonably likely to
materially affect, ServiceMaster's internal control over financial reporting.


ITEM 9B.  OTHER INFORMATION

     None.







                                       13
<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


DIRECTORS

     The information contained in ServiceMaster's Definitive Proxy Statement for
the 2005 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  names  and  ages of the  executive  officers  of  ServiceMaster  as of
February  25,  2005,  together  with certain  biographical  information,  are as
follows:

<TABLE>
<S>                       <C>       <C>                                                               <C>
                                                                                                       First Became
Name                      Age       Present Positions                                                    an Officer
----                      ---       -----------------                                                    ----------
Jonathan P. Ward           50       Chairman and Chief Executive Officer                                       2001

Ernest J. Mrozek           51       President and Chief Financial Officer                                      1987

Steven C. Preston          44       Executive Vice President                                                   1997

Steven B. Bono             52       Senior Vice President, Corporate Communications                            2001

Albert T. Cantu            43       Group President, American Residential Services, ServiceMaster Clean        1991
                                    and Merry Maids

Scott J. Cromie            48       President and Chief Operating Officer, American Home Shield                1990

Mitchell T. Engel          52       Chief Marketing Officer                                                    2002

James A. Goetz             47       Senior Vice President and Chief Information Officer                        2000

Jim L. Kaput               44       Senior Vice President and General Counsel                                  2000

</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  Definitive  Proxy  Statement  for the 2005  Annual  Meeting  of
Shareholders.

     Ernest J. Mrozek 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 is Executive Vice President.  He served as Executive Vice
President and Chief Financial Officer from July 1998 to January 2004.

     Steven  B.  Bono  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  is  Group  President,   American  Residential  Services,
ServiceMaster  Clean and Merry Maids. He served as President and Chief Operating
Officer, Terminix from January 1999 to January 2005.


                                       14
<PAGE>

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

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

     James A. Goetz 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.

     Jim L. Kaput 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.


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 posted on ServiceMaster's website at http://www.svm.com  under
"Corporate  Governance" and is available in print,  at no charge,  to any person
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.


AUDIT AND FINANCE COMMITTEE FINANCIAL EXPERT

     The information contained in ServiceMaster's Definitive Proxy Statement for
the 2005 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 Definitive Proxy Statement for
the 2005  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 Definitive Proxy Statement for
the 2005 Annual  Meeting of  Shareholders  under the headings  "Compensation  of
Directors,"  "Executive Officer  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 Definitive Proxy Statement for
the 2005 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 Definitive Proxy Statement for
the 2005 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 Definitive Proxy Statement for
the 2005 Annual Meeting of Shareholders under the heading "Item 3 - Ratification
of Selection of Independent  Auditors" is incorporated by reference in this Form
10-K.




                                       16
<PAGE>

                                     PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)      Financial Statements, Schedules and Exhibits.

         1.  Financial Statements

         The documents shown below are contained in ServiceMaster's Annual
         Report to Shareholders for 2004 and are incorporated by reference in
         Part II, Item 8 of this Form 10-K:

                  Report of Independent Registered Public Accounting Firm

                  Consolidated Statements of Operations for the three years
                  ended December 31, 2004, 2003 and 2002

                  Consolidated Statements of Financial Position as of December
                  31, 2004 and 2003

                  Consolidated Statements of Cash Flows for the three years
                  ended December 31, 2004, 2003 and 2002

                  Consolidated Statements of Shareholders' Equity for the three
                  years ended December 31, 2004, 2003 and 2002

                  Notes to the Consolidated Financial Statements

         2.  Financial Statements Schedules

         The following financial statement schedule is required to be filed by
         Part II, Item 8 of Form 10-K and by Part IV, Item 15(d) of Form 10-K:

                  Report of Independent Registered Public Accounting Firm

                  Schedule II--Valuation and Qualifying Accounts

         3.  Exhibits

         The  exhibits  filed with this  report are listed on pages  22-25 (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  Definitive  Proxy Statement for the 2005
         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>



                                   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 4, 2005                    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 4, 2005
----------------------                  Officer and Director (Principal
   Jonathan P. Ward                     Executive Officer)



/s/ ERNEST J. MROZEK                    President and                               March 4, 2005
-----------------------------           Chief Financial Officer (Principal
   Ernest J. Mrozek                     Financial Officer and Principal
                                        Accounting Officer)



/s/ PAUL W. BEREZNY                     Director                                    February 23, 2005
------------------------------
   Paul W. Berezny, Jr.


__________________________              Director
   John L. Carl


/s/ LOUIS J. GIULIANO                   Director                                    February 23, 2005
------------------------------
   Louis J. Giuliano


/s/ BRIAN GRIFFITHS                     Director                                    February 23, 2005
------------------------------
   Brian Griffiths


/s/ SIDNEY E. HARRIS                    Director                                    February 23, 2005
---------------------------
   Sidney E. Harris


/s/ ROBERTO R. HERENCIA                 Director                                    February 23, 2005
---------------------------
  Roberto R. Herencia
</TABLE>

                                       18
<PAGE>

<TABLE>
<S>                                    <C>                                         <C>
/s/ BETTY JANE HESS                     Director                                    February 23, 2005
------------------------------
  Betty Jane Hess


/s/ EILEEN A. KAMERICK                  Director                                    February 23, 2005
---------------------------
   Eileen A. Kamerick


/s/ JAMES D. MCLENNAN                   Director                                    February 23, 2005
----------------------
   James D. McLennan


/s/ COLEMAN H. PETERSON                 Director                                    February 23, 2005
---------------------------
   Coleman H. Peterson


/s/ DALLEN W. PETERSON                  Director                                    February 23, 2005
---------------------------
   Dallen W. Peterson


_________________________               Director
   David K. Wessner


</TABLE>



                                       19
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
The ServiceMaster Company
Downers Grove, IL

We have audited the consolidated financial statements of The ServiceMaster
Company and subsidiaries (the "Company") as of December 31, 2004 and 2003, and
for each of the three years in the period ended December 31, 2004, management's
assessment of the effectiveness of the Company's internal control over financial
reporting as of December 31, 2004, and have issued our reports thereon dated
February 28, 2005; such consolidated financial statements and reports are
included in your 2004 Annual Report to Shareholders and are incorporated herein
by reference. Our audits also included the consolidated financial statement
schedule of the Company listed in Item 15. This consolidated 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 consolidated
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.

/s/ DELOITTE & TOUCHE LLP
Chicago, IL
February 28, 2005





                                       20

<PAGE>




                                   SCHEDULE II
                            THE SERVICEMASTER COMPANY
                        VALUATION AND QUALIFYING ACCOUNTS
                                 (In thousands)

<TABLE>
<S>                                            <C>              <C>              <C>               <C>
                                                                Additions
                                                Balance at      Charged to
                                               Beginning of     Costs and                           Balance at
                                                 Period         Expenses         Deductions (1)    End of Period
                                               -----------    --------------     --------------    --------------
AS OF AND FOR THE YEAR ENDING DECEMBER 31, 2004
Continuing Operations -
       Allowance for doubtful accounts
               Accounts receivable                $23,071          $ 43,929          $ 44,030          $ 22,970
               Notes receivable                     3,149               557             1,493             2,213

Reserves related to strategic actions in the
fourth quarter of 2001 (2)                         10,786           (2,319)             1,672             6,795
Remaining liabilities from discontinued operations
       LandCare Construction                        7,152             2,021             4,681             4,492
       LandCare utility line clearing business      9,011             1,283             3,678             6,616
       Certified Systems, Inc.                     11,024             (303)             2,302             8,419
       Management Services                            283               479               696                66
       International businesses                    21,306           (9,151)             1,155            11,000
AS OF AND FOR THE YEAR ENDING DECEMBER 31, 2003
Continuing Operations -
       Allowance for doubtful accounts
              Accounts receivable                 $24,344          $ 38,494           $39,767           $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                    31,148             1,000            10,842            21,306
       Other                                          636                 -               636                 -
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)                29,404            21,900            20,156            31,148
       Other                                        6,254               615             6,233               636

</TABLE>

<TABLE>
<S>           <C>
(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 liabilities 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.
</TABLE>



                                       21
<PAGE>




                                 Exhibits Index

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

3(i)     The registrant's Amended and Restated Certificate of Incorporation is
         incorporated by reference to Exhibit 1 to ServiceMaster Limited
         Partnership's Current Report on Form 8-K dated December 23, 1997 (File
         No. 1-09378) (the "1997 8-K").

3(ii)    The registrant's Bylaws 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).

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 1997 8-K.

4.2      First Amendment to Shareholders Rights Agreement between The
         ServiceMaster Company and Harris Trust and Savings Bank, is
         incorporated by reference to Exhibit 4.1 to the registrant's Current
         Report on Form 8-K dated February 24, 2005 (File No. 1-14762).

4.3      Certificate of Designation, Preferences and Rights of Junior
         Participating Preferred Stock, Series A, is incorporated by reference
         to Exhibit 4 to the 1997 8-K.

4.4      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").

4.5      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").

4.6      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 dated February 26, 1998 (File No. 1-14762).

4.7      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 dated February 27, 1998 (File
         No. 1-14762) (the "1998 8-K").

4.8      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").

4.9      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.

4.10     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").

4.11     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.

4.12     Form of 7.10% Note due March 1, 2018 is incorporated by reference to
         Exhibit 4.1 to the 1998 8-K.

4.13     Form of 7.25% Note due March 1, 2038 is incorporated by reference to
         Exhibit 4.2 to the 1998 8-K.

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


                                       22
<PAGE>


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

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

4.17     $500,000,000 Credit Agreement dated as of May 19, 2004 among The
         ServiceMaster Company, the lenders, JPMorgan Chase Bank and Bank of
         America, N.A. as syndication agents, SunTrust Bank, as administrative
         agent, and U.S. Bank and Wachovia Bank, N.A. as documentation agents is
         incorporated by reference to Exhibit 4.1 to the registrant's Current
         Report on Form 8-K dated September 20, 2004 (File No. 1-14762).

10.1*    Senior Executive Ownership Election Plan, as approved by the
         registrant's Board of Directors on December 10, 1999, is incorporated
         by reference to Exhibit 10.5 to the registrant's 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").

10.14*   Form of Option Agreement for the 2000 Equity Incentive Plan is
         incorporated by reference to Exhibit 10.17 to the registrant's Annual
         Report on Form 10-K for the year ended December 31, 2001 (File No.
         1-4762) (the "2001 10-K").

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<PAGE>

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 registrant's 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
         registrant's Annual Report on Form 10-K for the year ended December 31,
         2002 (File No. 1-14762) (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. 333-106365), filed on June 23, 2003.

10.24*   Form of Stock Option Agreement for the ServiceMaster 2003 Equity
         Incentive Plan is incorporated by reference to Exhibit 10.24 to the
         registrant's Annual Report on Form 10-K for the year ended December 31,
         2003 (File 1-14762) (the "2003 10-K").

10.25*   Form of Restricted Stock Award Agreement for the ServiceMaster 2003
         Equity Incentive Plan is incorporated by reference to Exhibit 10.25 to
         the 2003 10-K.

10.26*   Form of Stock Appreciation Right Agreement for the ServiceMaster 2003
         Equity Incentive Plan is incorporated by reference to Exhibit 10.26 to
         the 2003 10-K.

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 2004 Employee Stock Purchase Plan is incorporated by
         reference to Exhibit 4.5 to the registrant's Registration Statement on
         Form S-8 (File No. 333-115972), filed on May 28, 2004.

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*   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.

10.31*   Stock Option Agreement dated as of February 8, 2002 between The
         ServiceMaster Company and Jonathan P. Ward is incorporated by reference
         to Exhibit 10.32 to the 2003 10-K.


                                       24
<PAGE>

10.32*   Restricted Stock Unit Award Agreement dated as of December 18, 2003
         between The ServiceMaster Company and Jonathan P. Ward is incorporated
         by reference to Exhibit 10.33 to the 2003 10-K.

10.33*   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.

10.34*   Employment Agreement dated as of January 1, 2004 between The
         ServiceMaster Company and Ernest J. Mrozek is incorporated by reference
         to Exhibit 10.38 to the 2003 10-K.

10.35*   Employment Agreement dated as of November 1, 2004 between The
         ServiceMaster Company and Jonathan P. Ward is incorporated by reference
         to Exhibit 10.1 to the registrant's Current Report on Form 8-K dated
         November 3, 2004 (File No. 1-14762) (the "2004 8-K").

10.36*   Restricted Stock Unit Award Agreement dated as of November 1, 2004
         between The ServiceMaster Company and Jonathan P. Ward is incorporated
         by reference to Exhibit 10.2 to the 2004 8-K.

13+      Annual Report to Shareholders for the year ended December 31, 2004 (the
         "2004 Annual Report") The parts of the 2004 Annual Report which are
         expressly incorporated into this report by reference shall be deemed
         filed with this report. All other parts of the 2004 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 is incorporated by reference to Exhibit 14 to the
         2003 10-K.

21+      Subsidiaries of the registrant.

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






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