<PAGE>


                           SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C. 20549

                                       FORM 10-Q

          __X__  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                 THE SECURITIES EXCHANGE ACT OF 1934

                   For the quarterly period ended September 30, 1997
                                                  ------------------

          _____  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 1-9378

                           SERVICEMASTER LIMITED PARTNERSHIP
                   (Exact name of registrant as specified in charter)

            Delaware                                  36-3497008
(State or other jurisdiction of           (IRS Employer Identification No.)
 incorporation or organization)

-------------------------------------------------------------------------

                            Commission file number 333-32167

                       SERVICEMASTER COMPANY LIMITED PARTNERSHIP
                   (Exact name of registrant as specified in charter)

            Delaware                                  36-3482710
(State or other jurisdiction of           (IRS Employer Identification No.)
 incorporation or organization)

-------------------------------------------------------------------------

One ServiceMaster Way, Downers Grove, Illinois                  60515
(Address of principal executive offices)                     (Zip Code)

                                      630-271-1300
                  (Registrant's telephone number, including area code)

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 .

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
shares: 183,063,542 shares on November 7, 1997. (This reflects the repurchase of
40.7 million (post split) shares from WMX Technologies Inc. on April 1, 1997 and
the  three-for-two  share split declared May 9, 1997 and paid to shareholders of
record as of June 11, 1997.)

This document consists of 14 pages, including the cover page.


<PAGE>




                                  TABLE OF CONTENTS


SERVICEMASTER LIMITED PARTNERSHIP (Registrant) -
SERVICEMASTER COMPANY LIMITED PARTNERSHIP (Registrant) -

The ServiceMaster  Company Limited  Partnership is the only direct subsidiary of
the ServiceMaster Limited Partnership.  Included in the footnotes of this filing
is the summarized unaudited financial  information for the ServiceMaster Company
Limited Partnership as of and for each of the nine month periods ended September
30, 1997 and September 30, 1996. The  information is  substantially  the same as
the corresponding information reported for the ServiceMaster Limited Partnership
because  (i)  ServiceMaster  Limited  Partnership  does not itself  conduct  any
operations but rather operations of the  ServiceMaster  enterprise are conducted
by  ServiceMaster  Company  Limited  Partnership  and the  direct  and  indirect
subsidiaries   of   ServiceMaster   Company   Limited   Partnership;   (ii)  the
ServiceMaster   Limited   Partnership   has  no  material   assets   other  than
substantially all of the ownership interest in the ServiceMaster Company Limited
Partnership;  and (iii) substantially all of the assets and liabilities shown in
the consolidated  financial statements for the ServiceMaster Limited Partnership
are located at the ServiceMaster  Company Limited  Partnership and at the direct
and indirect subsidiaries of the ServiceMaster Company Limited Partnership.

This Form 10-Q filing has been  prepared to satisfy the filing  requirements  of
both Registrants.

                                                                            Page
                                                                             No.
                                                                           -----
Part I.  Financial Information
-------  ---------------------

Consolidated Statements of Income for the three and
   nine months ended September 30, 1997 and September 30, 1996                 2

Consolidated Statements of Financial Position
   as of September 30, 1997 and December 31, 1996                              3

Consolidated Statements of Cash Flows for the nine months
   ended September 30, 1997 and September 30, 1996                             4

Notes to Consolidated Financial Statements                                     5

Management Discussion and Analysis of Financial
   Position and Results of Operations                                          7


Part II.  Other Information
--------  -----------------

Exhibit 11 - Exhibit Regarding Detail of Income
   Per Share Computation                                                      12

Signature                                                                     13

                             1
<PAGE>



<TABLE>
<CAPTION>
                          PART I. FINANCIAL INFORMATION
                        SERVICEMASTER LIMITED PARTNERSHIP
                        Consolidated Statements of Income
                      (In thousands, except per share data)

                                                      Three Months Ended           Nine Months Ended
                                                         September 30,                September 30,
                                                     1997            1996           1997         1996
                                                  ---------      ----------     ----------    ----------
<S>                                             <C>             <C>            <C>           <C>        
Operating Revenue......................         $ 1,090,114     $   927,227    $ 2,918,044   $ 2,584,457

Operating Costs and Expenses:
Cost of services rendered
  and products sold...................              832,665         708,100      2,243,344     2,001,709
Selling and administrative expenses...              159,434         137,094        419,648       367,470
                                                    -------         -------        -------      --------
                                                  
Total operating costs and expenses....              992,099         845,194      2,662,992     2,369,179
                                                    -------         -------      ---------     ---------

Operating Income......................               98,015          82,033        255,052       215,278

Non-operating Expense (Income):
Interest expense......................               22,566           9,836         53,758        28,658
Interest and investment income........               (5,096)         (2,335)       (10,409)       (7,465)
Minority interest*....................                2,033           3,623          6,196         8,221
                                                    -------         -------        -------       -------

Income before Income Taxes............               78,512          70,909        205,507       185,864
Provision for income..................                2,753           2,109          7,181         5,287
                                                    -------          ------        -------       ------- 

Net Income............................         $     75,759   $      68,800     $  198,326    $  180,577
                                               ============   =============     ==========    ==========

Net Income Per Share..................               $  .40      $      .32     $     1.00     $     .83
                                                     ======      ==========     ==========     =========

Cash Distributions Per Share..........               $  .12      $  .11 1/3     $  .34 2/3     $ .32 2/3
                                                     ======      ==========     ==========     =========



Net income per share is based on 188,290 shares and 216,738 shares for the three
months ended September 30, 1997 and 1996,  respectively,  and 198,617 shares and
216,793  shares  for  the  nine  months  ended  September  30,  1997  and  1996,
respectively.  All share and per share data have been  restated  to reflect  the
three-for-two  share  split  declared  May 9, 1997 and paid to  shareholders  of
record as of June 11, 1997.

The  Partnership  is not  currently  subject to federal and state income  taxes.
However,  under  current  law,  this tax status  will expire at the end of 1997,
after which the  Partnership  will be required to pay taxes.  A  reincorporation
plan has been approved by the shareholders and the Partnership currently expects
to reincorporate,  on a tax-free basis to shareholders, by December 31, 1997. It
is currently estimated that the effective tax rate upon  reincorporation will be
approximately  40 percent  of pretax  earnings.  This  estimate  is  necessarily
subject to change based on changes in  circumstances,  statutory tax rates, etc.
Pro forma  earnings  per share would be $.24 and $.19 for the three months ended
September 30, 1997 and 1996,  respectively and $.62 and $.51 for the nine months
ended September 30, 1997 and 1996,  respectively,  assuming  reincorporation had
occurred at the beginning of each respective year.


* Includes General Partners'  interest of $1,539 and $1,395 for the three months
ended September 30, 1997 and 1996,  respectively,  and $4,028 and $3,666 for the
nine months ended September 30, 1997 and 1996, respectively.

</TABLE>

                       See Notes to Consolidated Financial Statements

                                            2
<PAGE>
<TABLE>
<CAPTION>


                              SERVICEMASTER LIMITED PARTNERSHIP
                        Consolidated Statements of Financial Position
                                            (In thousands)

                                                                                  As of
                                                                     September 30,      December 31,
                                                                           1997             1996
                                                                     --------------    -------------
Assets
<S>                                                                   <C>             <C>      
Current Assets:
Cash and marketable securities, including cash and
   cash equivalents of $54,705 and $72,009, respectively............. $     110,505   $      114,413
Accounts and notes receivable, less allowances of $33,750
   and $26,287, respectively.........................................       324,146          270,401
Inventories..........................................................        49,449           43,529
Prepaid expenses and other assets....................................        96,045           70,991
                                                                       ------------    -------------
    Total current assets.............................................       580,145          499,334
                                                                       ------------    -------------

Property and Equipment:
   At cost...........................................................       351,770          320,713
   Less:  accumulated depreciation...................................       195,965          174,313
                                                                       ------------    -------------
    Net property and equipment.......................................       155,805          146,400
                                                                       ------------    -------------

Intangible assets, primarily trade names and goodwill,
   net of accumulated amortization of $206,562
   and $170,623, respectively........................................     1,461,626        1,098,466
Notes receivable, long-term securities, and other assets.............       124,636          102,641
                                                                       ------------    -------------

    Total assets.....................................................$    2,322,212   $    1,846,841
                                                                       ============    =============


Liabilities And Shareholders' Equity

Current Liabilities:
Accounts payable.....................................................$       73,048   $       66,025
Accrued liabilities..................................................       264,492          205,567
Deferred revenues....................................................       155,817          138,339
Current portion of long-term obligations.............................        16,201           15,621
                                                                       ------------    -------------
    Total current liabilities........................................       509,558          425,552
                                                                       ------------    -------------

Long-Term Debt.......................................................     1,221,386          482,315
Other Long-Term Obligations..........................................       154,130          125,299
Commitments and Contingencies .......................................

Minority and General Partners' Interest
   includes General Partners' interest of
   $1,845 in 1997 and $1,604 in 1996.................................         3,089           16,908

Shareholders' Equity.................................................       434,049          796,767
                                                                       ------------    -------------

    Total liabilities and shareholders' equity.......................$    2,322,212   $    1,846,841
                                                                       ============    =============

</TABLE>

                       See Notes to Consolidated Financial Statements
                                    
                                    3
<PAGE>
<TABLE>
<CAPTION>

                              SERVICEMASTER LIMITED PARTNERSHIP
                            Consolidated Statements of Cash Flows
                                       (In thousands)

                                                                                 Nine Months Ended
                                                                                   September 30,
                                                                               1997             1996
                                                                          ------------      ------------


<S>                                                                     <C>                <C>          
Cash and Cash Equivalents at January 1................................  $       72,009     $      23,113

Cash Flows from Operations:

Net Income............................................................         198,326           180,577
    Adjustments to reconcile net income
    to net cash flows from operations:
       Depreciation...................................................          33,899            30,613
       Amortization...................................................          35,939            28,826
       Change in working capital, net of acquisitions:
         Receivables..................................................         (44,306)          (40,273)
         Inventories and other current assets.........................         (18,332)          (24,000)
         Accounts payable.............................................          (1,595)            3,541
         Deferred revenues............................................          10,983             1,893
         Accrued liabilities..........................................          18,901            23,872
       Minority interest and other, net...............................            (652)            3,339
                                                                         --------------     ------------
Net Cash Provided from Operations.....................................         233,163           208,388
                                                                         -------------      ------------

Cash Flows from Investing Activities:
    Business acquisitions, net of cash acquired.......................        (184,608)          (40,550)
    Property additions................................................         (39,480)          (33,795)
    Notes receivable and financial investments........................         (10,855)           (6,631)
    Net purchases of investment securities............................          (4,088)          (17,218)
    Payments to sellers of acquired businesses........................          (3,306)           (2,307)
    Sale of equipment and other assets ...............................           3,197             1,399
    Proceeds from sale of businesses..................................               -             4,526
                                                                         -------------      ------------
Net Cash Used for Investing Activities................................        (239,140)          (94,576)
                                                                         -------------      ------------

Cash Flows from Financing Activities:
    Borrowings, net...................................................         771,386           129,573
    Payments of borrowings and other obligations......................         (47,876)          (53,975)
    Purchase of Partnership shares....................................        (646,876)          (60,093)
    Distributions to shareholders and shareholders' trust.............         (93,520)         (107,930)
    Proceeds from employee share option plans.........................           6,101             3,974
    Distributions to holders of minority interests....................            (542)           (3,025)
    Other.............................................................              -                698
                                                                         -------------      -------------
Net Cash Used for Financing Activities................................         (11,327)          (90,778)
                                                                         --------------     -------------

Cash Increase (Decrease) during the Period............................         (17,304)           23,034
                                                                         -------------      ------------

Cash and Cash Equivalents at September 30.............................  $       54,705     $      46,147
                                                                         =============     =============

</TABLE>

                            See Notes to Consolidated Financial Statements

                                                  4

<PAGE>


                           SERVICEMASTER LIMITED PARTNERSHIP
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: The  consolidated  financial  statements  include  the  accounts  of the
ServiceMaster Limited Partnership and its significant subsidiaries, collectively
referred to as "the  Partnership".  Intercompany  transactions and balances have
been eliminated in consolidation.

Note 2: The consolidated financial statements included herein have been prepared
by the  Partnership  pursuant to the rules and regulations of the Securities and
Exchange  Commission.  Certain  information  and footnote  disclosures  normally
included in financial  statements prepared in accordance with generally accepted
accounting  principles have been condensed or omitted pursuant to such rules and
regulations. However, the Partnership believes that the disclosures are adequate
to make the  information  presented not  misleading.  It is suggested that these
consolidated  financial  statements  be read in  conjunction  with the financial
statements  and the notes thereto  included in the  Partnership's  latest Annual
Report to  shareholders  and the Annual  Report to the  Securities  and Exchange
Commission on Form 10-K for the year-ended  December 31, 1996. In the opinion of
the  Partnership,  all  adjustments,  consisting  only of normal  and  recurring
adjustments, necessary to present fairly the financial position of ServiceMaster
Limited  Partnership  as of September  30, 1997 and  December 31, 1996,  and the
results of operations for the three month and nine month periods ended September
30, 1997 and 1996,  and the cash flows for the nine months ended  September  30,
1997 and 1996 have been  included.  The  results of  operations  for any interim
period are not necessarily indicative of the results which might be obtained for
a full year.

Note 3: For interim accounting purposes,  certain costs directly associated with
the  generation of lawncare  revenues are initially  deferred and  recognized as
expense  as the  related  revenues  are  recognized.  All such  costs  are fully
recognized within the fiscal year in which they are incurred.

Note  4: On May 9,  1997,  the  Partnership's  Board  of  Directors  declared  a
three-for-two share split effective June 25, 1997, for shareholders of record on
June 11, 1997.  All share and per share data have been  restated for all periods
presented to reflect this three-for-two split.

Note 5:  The  ServiceMaster  Company  Limited  Partnership  is the  only  direct
subsidiary of the ServiceMaster  Limited Partnership.  Its financial information
is  substantially  the same as the  corresponding  information  reported for the
ServiceMaster  Limited Partnership because (i) ServiceMaster Limited Partnership
does  not  itself  conduct  any   operations   but  rather   operations  of  the
ServiceMaster   enterprise  are  conducted  by  ServiceMaster   Company  Limited
Partnership and the direct and indirect  subsidiaries of  ServiceMaster  Company
Limited Partnership;  (ii) the ServiceMaster Limited Partnership has no material
assets  other  than   substantially  all  of  the  ownership   interest  in  the
ServiceMaster  Company Limited  Partnership;  and (iii) substantially all of the
assets and liabilities  shown in the consolidated  financial  statements for the
ServiceMaster  Limited  Partnership  are  located at the  ServiceMaster  Company
Limited  Partnership  and  at  the  direct  and  indirect  subsidiaries  of  the
ServiceMaster  Company  Limited  Partnership.  The following  table presents the
summarized unaudited financial information for the ServiceMaster Company Limited
Partnership.
 
                                       5
<PAGE>

<TABLE>
<CAPTION>

Balance Sheet Data:                                            As of
(in millions)                                     September 30,     December 31,
                                                       1997             1996
                                                     -------          --------
<S>                                                 <C>              <C>      
Current assets ...........................          $    580         $     499
Noncurrent assets ........................             1,742             1,348
Current liabilities ......................               510               426
Noncurrent liabilities....................             1,419               651
Minority interests .......................                 2                16
</TABLE>

<TABLE>
<CAPTION>

Income Statement Data:                                          Nine Months Ended
(in millions)                                                     September 30,
                                                               1997            1996
                                                           -----------     -----------
<S>                                                          <C>             <C>    
Operating revenue ........................................   $2,918          $2,584
Cost of sales ............................................    2,243           2,002
Selling and administrative ...............................      420             367
                                                             ------          ------
Total operating costs ....................................    2,663           2,369
                                                             ------           -----
Operating income .........................................      255             215
Net income ...............................................      200             182
</TABLE>


Note 6: In February  1997,  the FASB issued  Statement  No. 128,  "Earnings  Per
Share" (SFAS 128).  SFAS 128 is effective for financial  statements  for periods
ending after  December  15, 1997.  Therefore,  the  Partnership  will adopt this
Statement and reflect its disclosure in the Company's  1997 annual report.  SFAS
128 requires dual  presentation of basic and diluted  earnings per share.  Basic
earnings  per share  includes  no dilution  from  options,  debentures  or other
financial  instruments  and is computed by dividing  income  available to common
stockholders by the weighted average number of common shares outstanding for the
period. Diluted earnings per share reflects the potential dilution of securities
that could  participate in the earnings of an entity.  This  Statement  requires
that prior period  earnings per share data  presented be restated.  Earnings per
share data on a restated  basis would reflect  basic  earnings per share of $.42
and $1.03 for the three and nine months ended  September 30, 1997,  respectively
and $.33 and $.85 for the  three  and nine  months  ended  September  30,  1996,
respectively,  and diluted earnings per share of $.40 and $.98 for the three and
nine months ended  September  30, 1997,  respectively  and $.31 and $.82 for the
three and nine months ended September 30, 1996, respectively.

Note 7: In the Consolidated  Statements of Cash Flows, the caption Cash and Cash
Equivalents includes investments in short-term,  highly-liquid securities having
a maturity of three  months or less.  Supplemental  information  relating to the
Consolidated  Statements  of Cash Flows for the nine months ended  September 30,
1997 and 1996 is presented in the following table. The increase in interest paid
in 1997 from 1996 is primarily due to overall  higher debt  balances  reflecting
the WMX share repurchase and acquisitions.

                                                               (In thousands)
                                                             1997        1996
                                                         ----------  ---------- 
Cash paid or received for:
--------------------------
Interest expense........................................ $   38,712  $   24,295
Interest and investment income.......................... $    6,117  $    5,640

                                       6
<PAGE>


                           SERVICEMASTER LIMITED PARTNERSHIP
                           MANAGEMENT DISCUSSION AND ANALYSIS


RESULTS OF OPERATIONS

THIRD QUARTER 1997 COMPARED TO THIRD QUARTER 1996
-------------------------------------------------

Revenues  increased  18  percent to $1.1  billion in the third  quarter of 1997,
reflecting  growth from base  operations,  the impact of existing  service  line
acquisitions and the purchase of Certified  Systems,  Inc. (CSI), a professional
employer  organization.  CSI added approximately $60 million in revenues for the
quarter and had little impact on profits.  Operating income increased 19 percent
to $98 million while margins improved to 9 percent of revenue.  This improvement
in margins reflects the continued strong growth of our higher margin businesses,
productivity  improvements,   and  the  integration  of  the  acquired  Barefoot
operations  offset  in part by the  effect  of the  CSI  acquisition.  Operating
margins  before the  inclusion  of CSI would have  increased  70 basis points to
9.5%.  Net income was $75.8 million,  reflecting a 10 percent  increase over one
year ago,  while net income per share was $.40,  representing  an increase of 25
percent.  Earnings  per share  grew at a higher  rate than net income due to the
transaction  with  WMX  Technologies,   Inc.  (WMX)  in  which  the  Partnership
repurchased WMX's 19 percent  ownership  interest (40.7 million shares) for $626
million on April 1, 1997. This transaction  served to increase  interest expense
significantly and reduce shares outstanding.

The Consumer  Services  business unit achieved a 15 percent increase in revenues
and even stronger profitability growth. This reflects the successful integration
of  the   Barefoot   business  and  good  growth  from  base   operations.   The
TruGreen-ChemLawn operations achieved strong double digit growth in revenues and
profits  reflecting  the  benefits  of the  Barefoot  acquisition  and  internal
customer  growth,  including  strong  sales of  ancillary  products,  along with
improved branch  efficiencies.  Terminix  achieved modest growth in revenues and
profits.   Strong  increases  in  the  renewal  of  termite  control  contracts,
productivity improvements, and cost reductions offset the effects of unfavorable
weather conditions and higher  remediation costs.  American Home Shield achieved
very strong double digit increases in both revenues and profits. These increases
were achieved  despite the lack of current year growth in the real estate market
and were achieved through excellent increases in contract renewals and direct to
consumer  sales.  Residential/Commercial  reported  revenue  and  profit  growth
reflecting an increase in Company owned  distributors and solid increases in fee
income.  Merry Maids  achieved  solid  increases in revenues,  primarily  due to
acquired branch operations, with modest overall profit growth despite the impact
of the extraordinarily tight labor markets.

The  Management  Services  business  unit  achieved a double  digit  increase in
revenues  reflecting  the Premier  acquisition  and growth in the base business,
with lower profitability  levels reported compared to the prior year. The health
care market  achieved  solid revenue  increases  driven by growth in Diversified
Health Services and Integrated  Service,  a comprehensive  service  solution for
clients  which  has  been  targeted  for  its  growth  potential.   This  market
experienced  reduced profits resulting from increased  investments in people and
technology and from the recognition of favorable items in the third quarter last

                                      7
<PAGE>

year,  including  profits on large accounts which had been deferred from earlier
quarters.  The business and industry  group  achieved  strong revenue and profit
growth resulting from the successful  integration of the Premier  acquisition as
well as strong growth in aviation  services.  The education  market  experienced
declines  in  revenues  and  profits  due to the  termination  of certain  large
contracts and  associated  wind down costs which were  partially  offset by good
cost controls.

International  operations  achieved growth in fees from licensed  businesses and
certain direct-to-consumer operations and a gain relating to the joint ventures,
which was offset by unfavorable  currency exchange rates and profit pressures in
preservation services at Terminix Europe.

Cost of services  rendered and products sold increased 18 percent due to the CSI
acquisition and general business growth and remained constant as a percentage of
revenue  at 76.4  percent.  This  constant  percentage  primarily  reflects  the
acquisition  of CSI which  operates  at  significantly  lower  margins  than the
majority of the Company.  Excluding CSI, this percentage  would have improved by
1.1 percent  reflecting  the changing  mix of the business as Consumer  Services
becomes a larger portion of the overall  business of the  Partnership as well as
productivity  improvements and the successful  integration of acquisitions.  The
Consumer Services companies generally operate at higher gross margin levels than
the other  major  business  units but also incur  somewhat  higher  selling  and
administrative expenses.

Selling and administrative expenses increased 16 percent due to general business
growth and  acquisitions  and  decreased to 14.6 percent of revenue in 1997 from
14.8  percent in 1996.  This  decrease as a  percentage  of revenue is primarily
attributable to the  acquisition of CSI offset in part by the changing  business
mix of the Partnership.

Interest  expense  increased over the prior year primarily due to increased debt
levels  associated  with the  repurchase of  Partnership  shares held by WMX and
acquisitions.   Interest  and  investment   income  reflect  good  increases  in
investment returns and the gain associated with the International joint venture.
The increase in the  provision  for taxes is  attributable  to strong  growth at
American  Home  Shield  (which is  organized  in  corporate  form and subject to
taxes).

NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO SEPTEMBER 30, 1996
----------------------------------------------------------------------

Revenues  for the nine months  increased  13 percent  over 1996 to $2.9  billion
reflecting  solid growth from base  operations  and the effect of both  existing
service line acquisitions and CSI. Operating income increased 18 percent to $255
million  while  margins  improved to 8.7 percent of revenue  from 8.3 percent in
1996,  reflecting the continued  strong growth of our higher margin  businesses,
productivity improvements, and the integration of the Barefoot operations offset
in part by the  acquisition  of CSI.  Operating  income  margins  excluding  CSI
increased  60 basis  points.  Net income was $198.3  million,  an increase of 10
percent over one year ago while net income per share was $1.00,  representing an
increase of 20 percent.  The disparity between net income and earnings per share

                                     8
<PAGE>

growth reflects the share  repurchase from WMX which increased  interest expense
and reduced the number of shares outstanding.

The Consumer  Services business unit continued to achieve double digit increases
in revenues and profits. The TruGreen-ChemLawn  operations realized double digit
increases  in  revenues  and  profits  during the first nine  months of the year
reflecting  internal  growth  and the  successful  integration  of the  Barefoot
customers.  The lawncare  operations  experienced  favorable weather  conditions
throughout many parts of the country resulting in increased production,  as well
as improved  efficiencies and growth in ancillary  products.  Terminix  achieved
solid growth in revenues and profitability for the nine months. Strong growth in
renewals and cost reductions offset the adverse weather conditions and increased
remediation  costs. The weather,  which was favorable for the lawncare business,
provided challenges in the termite operations as the cool weather produced lower
termite  activity.  American  Home  Shield  achieved  very strong  double  digit
increases in both revenues and profits,  with good increases in gross  contracts
written,    as   well   as    continued    growth    in    contract    renewals.
Residential/Commercial  and Merry Maids  reported  modest  profit growth for the
nine months but achieved  solid revenue  growth,  reflecting  the  conversion of
franchises and distributors to company owned operations.

The  Management  Services  business unit achieved  strong revenue growth for the
nine  months  primarily  related to the  Premier  acquisition  as well as modest
growth in the base business.  This unit reported  profits  consistent  with last
year,  after  excluding  non-recurring  gains  recorded last year at Diversified
Health  Services.  Actual reported profits were lower than the prior year level.
The health care market  reported a solid  increase in revenues and modest profit
growth with improved customer  retention and facility margins.  The business and
industry group achieved  significant  revenue and profit growth,  resulting from
the Premier  acquisition as well as increased margins at several  accounts.  The
gains  achieved  in the health  care and  business  and  industry  markets  were
partially  offset  by  challenges  faced  in  the  education  market  where  the
discontinuation  of a large  contract  and margin  pressures  in  certain  other
accounts negatively impacted revenues and profits.

The International  operations  achieved growth in fees from licensed  businesses
and  certain  direct to  consumer  operations  which was  offset by  unfavorable
currency exchange rates and profit pressures in the Terminix Europe preservation
services business.

Cost of services  rendered  and  products  sold  increased 12 percent due to the
acquisition of CSI and general business growth, but decreased as a percentage of
revenue  to 76.9  percent  in 1997  from 77.5  percent  in 1996.  This  decrease
primarily reflects the changing mix of the business as Consumer Services becomes
a  larger  portion  of the  overall  business  of the  Partnership  as  well  as
productivity  improvements and the successful  integration of acquisitions.  The
Consumer Services companies generally operate at higher gross profit levels than
the other  major  business  units but also incur  somewhat  higher  selling  and
administrative expenses.

Selling and administrative expenses increased 14 percent due to general business
growth and  increased to 14.4  percent of revenue from 14.2 percent in 1996.  As

                                       9

<PAGE>

described  above,  this  increase  as  a  percentage  of  revenue  is  primarily
attributable to the changing  business mix of the Partnership.  Interest expense
increased over the prior year primarily due to increased debt levels  associated
with the repurchase of Partnership shares held by WMX and acquisitions. Interest
and investment income increased due to higher investment  balances of marketable
securities  at  American  Home  Shield and the  realized  gain  relating  to the
International  joint  venture.  Income  taxes  increased  from  the  prior  year
reflecting  strong growth at American Home Shield and increases in certain state
taxes.

FINANCIAL  POSITION
-------------------

Net cash provided from operations of $233.2 million grew 12 percent  compared to
the first  nine  months of 1996,  reflecting  growth  in net  income,  increased
prepayments for services in the lawncare  operations and the favorable timing of
the  Barefoot  acquisition.  Due to the  seasonality  of the  lawncare  and pest
control   operating  cycles,   the  Partnership's   working  capital  needs  are
proportionally higher during the first nine months of the year than for the year
as a whole,  with a  corresponding  impact on funds  provided  from  operations.
Management  believes that funds  generated  from  operations  and other existing
resources  will continue to be adequate to satisfy the ongoing  working  capital
needs of the Partnership.

On April 1, 1997,  ServiceMaster  repurchased  the  entire 19 percent  ownership
interest that WMX had held in the  Partnership for  approximately  $626 million.
WMX had owned 40.7 million  restricted  shares of ServiceMaster  and also had an
option to purchase an additional  2.8 million  shares which was canceled as part
of the transaction.  This  transaction was immediately  additive to earnings per
share and will provide significant, incremental tax benefits to the company. The
transaction was financed with a new $1 billion  multi-currency  revolving credit
agreement,  which provides a 364 day revolving  credit  facility of $250 million
with a one-year term loan option (two year total term) and a five-year revolving
credit facility of $750 million.

On July 28, 1997,  ServiceMaster  filed a Form S-3 shelf registration  statement
with the Securities and Exchange Commission providing for the sale of up to $950
million in either  unsecured  senior debt  securities  or equity  interests.  On
August 15, 1997, the Company completed a $300 million dual-tranche debt offering
consisting  of $100  million,  6.95  percent  notes due August 15, 2007 and $200
million,  7.45 percent notes due August 15, 2027.  The net proceeds were used to
refinance  borrowings  under  bank  credit  facilities,   thereby  reducing  the
Company's  exposure to short term  interest  rate  fluctuations.  Proceeds  from
future offerings will be used for general corporate purposes,  which may include
repayment of debt, repurchase of shares, acquisitions,  capital expenditures and
working  capital  requirements.  No  decision  has  been  made  relating  to the
potential  future sale of other  securities from the shelf. Any future decisions
will depend on the Company's capital needs and market conditions at the time.

On August 11, 1997, the Company acquired  Certified  Systems,  Inc. (CSI) one of
the nation's largest professional employer  organizations.  CSI provides clients
with  administrative  processing of payroll,  workers'  compensation  insurance,
health and unemployment insurance and other employee benefits.

                                      10

<PAGE>

The increase in accounts and notes  receivable  over  year-end  levels  reflects
traditional  seasonal  buildups in the  Consumer  Services  business and general
business  growth,  as well as the  impact  from the  Barefoot  acquisition.  The
increase in  inventories  is a result of normal  seasonal  build-ups in the pest
control and lawncare businesses.

Prepaid  expenses and other assets have  increased  from  year-end due to strong
growth  at  American  Home  Shield,  where  initial  direct  contract  costs are
capitalized  and expensed over the life of the service  contract and the effects
of acquisitions.  Deferred revenues also increased, reflecting the strong growth
in warranty contracts written at American Home Shield.

Property  and  equipment  increased  primarily  due to  business  growth  in the
Consumer and Management  Services  business units as well as the  acquisition of
Barefoot in the first quarter of 1997. The Partnership  has no material  capital
commitments  at this time.  Notes  receivable,  long term  securities  and other
assets increased from year-end reflecting acquired assets and to a lesser degree
increased financing note and investment balances.

Intangible  assets increased from year-end,  primarily  reflecting the effect of
the acquisition of Barefoot, CSI, and other smaller companies.

Accounts  payable  and other  liabilities  increased  from  year-end  reflecting
seasonal activity in the Consumer Services businesses,  acquisitions and general
business growth. Debt levels increased due to the repurchase of WMX's 19 percent
ownership  interest in the  Partnership  and the cash  portion of  acquisitions,
including  Barefoot and CSI. The Partnership is a party to a number of long-term
debt agreements which require it to maintain  compliance with certain  financial
covenants,  including  limitations on indebtedness,  restricted payments,  fixed
charge coverage ratios and net worth.  The Partnership is in compliance with the
covenants related to these debt agreements.

Total shareholders'  equity decreased to $434 million at September 30, 1997 from
$797  million  at  December  31,  1996,   reflecting  the  repurchase  of  WMX's
Partnership  shares and other share  repurchases  and  distributions,  partially
offset by strong  growth in  earnings  as well as the  shares  issued to acquire
Barefoot.  The Partnership  continues to repurchase shares in the open market or
in privately negotiated  transactions  pursuant to the authorization  previously
granted  by  the  Board  of  Directors.  Total  distributions  to  shareholders,
including the shareholder trust, were $94 million, down $14 million for the nine
month  period but are expected to be greater than last year's level by year-end.
Cash  distributions  paid  directly to  shareholders  for the nine months  ended
September 30, 1997, totalled $67 million or $.34 2/3 per share, an increase of 6
percent per share. Distributions to the shareholders' trust were lower than last
year's level, reflecting differences in the timing of payments.

                                        11

<PAGE>

<TABLE>
<CAPTION>

                           Part II. OTHER INFORMATION

                        SERVICEMASTER LIMITED PARTNERSHIP
                                   Exhibit 11
             EXHIBIT REGARDING DETAIL OF INCOME PER SHARE COMPUTATION
                      (In thousands, except per share data)



                                                               Three Months Ended           Nine Months Ended
                                                                 September 30,                September 30,
                                                               1997         1996            1997        1996
                                                               ----         ----            ----        ----

<S>                                                           <C>          <C>            <C>         <C>       
Net income.................................................   $ 75,759     $ 68,800       $198,326    $180,577

Interest on convertible debentures.........................        465          465          1,396       1,403
                                                              --------     --------       --------    --------
Net income for fully diluted calculation...................   $ 76,224     $ 69,265       $199,722    $181,980
                                                              ========     ========       ========    ========
  
Shares used for computing
 primary earnings per share

Shares outstanding on weighted
 average basis.............................................    182,041      211,068       193,237      211,528

Equivalent shares --
 options and subscriptions outstanding.....................      6,249        5,670         5,380        5,265
                                                                 -----        -----         -----        -----
Weighted average and
 equivalent shares for primary calculation.................    188,290      216,738       198,617      216,793
                                                               =======      =======       =======      =======
Primary earnings per ......................................   $    .40       $  .32        $ 1.00       $  .83
                                                              ========       ======        ======       ======

Shares used for computing fully
 diluted earnings per share--

Shares outstanding
 (weighted average basis with
 options and subsciptions).................................    188,888      217,188       200,087      217,649

Equivalent shares--
Shares issuable upon conversion of
 convertible debentures....................................      3,627        3,627         3,627        3,627
                                                                 -----        -----         -----        -----
Weighted average and equivalent shares
 for fully diluted.........................................    192,515      220,815       203,714      221,276
                                                               =======      =======       =======      =======
 
Fully diluted earnings per share...........................   $    .40       $  .31        $  .98       $  .82
                                                              ========       ======        ======       ======


All share and per share data have been  restated  to reflect  the  three-for-two
share split declared May 9, 1997 and paid to  shareholders  of record as of June
11, 1997.
</TABLE>

                                   12



<PAGE>


                                      SIGNATURE


Pursuant  to the  requirements  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.

Date:  November 14, 1997


                          SERVICEMASTER LIMITED PARTNERSHIP
                          (Registrant)

                          By:   /s/Steven C. Preston
                             ------------------------------  
                                   Steven C. Preston
                          Senior Vice President and Chief Financial Officer


                          SERVICEMASTER COMPANY LIMITED PARTNERSHIP
                          (Registrant)

                          By:   /s/Steven C. Preston
                             -----------------------------
                                   Steven C. Preston
                          Senior Vice President and Chief Financial Officer



                                       13