SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 11-K

                     ANNUAL REPORT PURSUANT TO SECTION 15(J)

                     OF THE SECURITIES EXCHANGE ACT OF 1934


                    X ANNUAL REPORT PURSUANT TO SECTION 15(D)
                                      ----
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002


                                       OR


                   TRANSITION REPORT PURSUANT TO SECTION 15(D)
                                      -----
                     OF THE SECURITIES EXCHANGE ACT OF 1934

          FOR THE TRANSITION PERIOD FROM _____________ TO _____________


                         COMMISSION FILE NUMBER 1-14762


                SERVICEMASTER PROFIT SHARING AND RETIREMENT PLAN
                               FULL TITLE OF PLAN


                            THE SERVICEMASTER COMPANY
                                 3250 LACEY ROAD
                          DOWNERS GROVE, ILLINOIS 60515

                              NAME OF ISSUER OF THE
                      SECURITIES HELD PURSUANT TO THE PLAN
                AND THE ADDRESS OF THE PRINCIPAL EXECUTIVE OFFICE








                                       1










SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee and Plan administrators have duly caused this annual report to be
signed by the undersigned thereunto duly authorized.


                SERVICEMASTER Profit Sharing and Retirement Plan



By:  /s/Deborah A. O'Connor
     ------------------------------------
     Deborah A. O'Connor
     Senior Vice President and Controller



By:  /s/Eric R. Zarnikow
     ------------------------------------
     Eric R. Zarnikow
     Senior Vice President and Treasurer








Date:     June 25, 2003











                                       2







ServiceMaster Profit Sharing and Retirement Plan

Financial Statements as of December 31, 2002 and 2001, and for the Year Ended
December 31, 2002, and supplemental Schedule as of and for the Year Ended
December 31, 2002, and Independent Auditors' Report



















                                       3






                SERVICEMASTER PROFIT SHARING AND RETIREMENT PLAN



                                TABLE OF CONTENTS


INDEPENDENT AUDITORS' REPORT

FINANCIAL STATEMENTS:
  Statements of Net Assets Available for Benefits as of December 31, 2002
    and 2001
  Statement of Changes in Net Assets Available for Benefits for the Year
    Ended December 31, 2002
  Notes to Financial Statements

SUPPLEMENTAL SCHEDULE:
  Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of
    Year) as of December 31, 2002

EXHIBITS:
     23.1 Consent of Independent Public Accountants
     99.1 Certification  Pursuant  to Section  1350 of Chapter 63 of Title 18 Of
          The United States Code





All other schedules required by Section 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974 have been omitted because they are not applicable.









                                       4






INDEPENDENT AUDITORS' REPORT


To the Equity Plans Administrative Committee of the
ServiceMaster Profit Sharing and Retirement Plan:

We have audited the accompanying  statement of net assets available for benefits
of the ServiceMaster Profit Sharing and Retirement Plan as of December 31, 2002,
and the related  statement of changes in net assets  available  for benefits for
the year then ended.  These financial  statements are the  responsibility of the
Plan's  management.  Our  responsibility  is to  express  an  opinion  on  these
financial  statements based on our audit. The financial statement of the Plan as
of December 31, 2001 was audited by other  auditors who have ceased  operations.
Those auditors expressed an unqualified  opinion on that financial  statement in
their report dated May 31, 2002.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  such 2002 financial  statements present fairly, in all material
respects,  the net assets  available  for  benefits of the Plan at December  31,
2002,  and the changes in net assets  available  for  benefits for the year then
ended in conformity with accounting  principles generally accepted in the United
States of America.

Our audit was  conducted for the purpose of forming an opinion on the 2002 basic
financial statements taken as a whole. The supplemental schedule of assets (held
at the end of year) as of December  31, 2002,  is  presented  for the purpose of
additional  analysis  and  is  not  a  required  part  of  the  basic  financial
statements,  but is  supplementary  information  required by the  Department  of
Labor's Rules and  Regulations  for Reporting and Disclosure  under the Employee
Retirement  Income Security Act of 1974. This schedule is the  responsibility of
the  Plan's  management.  Such  schedule  has  been  subjected  to the  auditing
procedures  applied in our audit of the basic 2002 financial  statements and, in
our  opinion,  is fairly  stated in all material  respects  when  considered  in
relation to the basic financial statements taken as a whole.

/s/ Deloitte & Touche LLP
Chicago, Illinois
June 23, 2003


                                       5


Below is a copy of the audit report  previously issued by Arthur Andersen LLP in
connection  with the Plan's filing on Form 11-K for the year ended  December 31,
2001.  This  audit  report  has not been  reissued  by  Arthur  Andersen  LLP in
connection with the filing on Form 11-K.


INDEPENDENT AUDITORS' REPORT


To the Benefits Administration Committee of the
ServiceMaster Profit Sharing and Retirement Plan


We have audited the accompanying statements of net assets available for benefits
of the ServiceMaster  Profit Sharing and Retirement Plan as of December 31, 2001
and 2000,  and the  related  statement  of changes in net assets  available  for
benefits for the year ended December 31, 2001.  These  financial  statements are
the  responsibility  of  the  Plan's  Benefits  Administration   Committee.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material   respects,   the  net  assets   available  for  benefits  of  the
ServiceMaster  Profit  Sharing and  Retirement  Plan as of December 31, 2001 and
2000,  and the changes in net assets  available  for benefits for the year ended
December 31, 2001, in conformity with accounting  principles  generally accepted
in the United States.

Our audits  were  performed  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets (Held
at End of Year) and Schedule of  Reportable  Transactions  are presented for the
purpose  of  additional  analysis  and are  not a  required  part  of the  basic
financial  statements,   but  are  supplementary  information  required  by  the
Department of Labor's Rules and Regulations  for Reporting and Disclosure  under
the  Employee  Retirement  Income  Security  Act  of  1974.  These  supplemental
schedules  are  the   responsibility  of  the  Plan's  Benefits   Administration
Committee.  The  supplemental  schedules  have been  subjected  to the  auditing
procedures  applied in the audits of the basic financial  statements and, in our
opinion,  are fairly  stated in all  material  respects in relation to the basic
financial statements taken as a whole.




/s/ Arthur Andersen
Chicago, Illinois
May 31, 2002



                                       6







SERVICEMASTER PROFIT SHARING AND RETIREMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------


                                                       2002            2001

ASSETS:
  Investments (Note 3):
   Participant-directed investments                $191,438,812     $274,039,981
   The ServiceMaster Common Stock Fund (Note 4)      50,583,739      133,919,334
                                                    -----------     -----------

           Total investments                        242,022,551      407,959,315

  Non-interest-bearing cash                              74,024          221,892
  Employer contribution receivable                    8,675,073       10,750,357
  Employee contribution receivable                      724,658                -
                                                    -----------     ------------

NET ASSETS AVAILABLE FOR BENEFITS                  $251,496,306     $418,931,564
                                                   ============     ============



                                       7











SERVICEMASTER PROFIT SHARING AND RETIREMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2002
--------------------------------------------------------------------------------


CONTRIBUTIONS:
  Participant contributions                                    $ 22,842,946
  Rollover contributions                                          1,482,053
  Employer contributions                                          8,694,122
                                                               ------------

           Total contributions                                   33,019,121
                                                               ------------

INVESTMENT RESULTS:
  Net (depreciation) in fair value of investments               (33,139,238)
  Dividends                                                       6,360,663
  Interest                                                          674,610
                                                               ------------

           Net investment loss                                  (26,103,965)

BENEFITS PAID TO PARTICIPANTS                                   (28,118,390)

ADMINISTRATIVE EXPENSES                                             (36,145)

NET TRANSFERS OUT OF PLAN (Note 1)                             (146,195,879)
                                                               ------------

DECREASE IN NET ASSETS                                         (167,435,258)

NET ASSETS AVAILABLE FOR BENEFITS:
  Beginning of year                                             418,931,564
                                                               ------------

  End of year                                                 $ 251,496,306
                                                              =============


See notes to financial statements.





                                       8










SERVICEMASTER PROFIT SHARING AND RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001, AND FOR THE
YEAR ENDED DECEMBER 31, 2002
--------------------------------------------------------------------------------


1.   DESCRIPTION OF THE PLAN

     GENERAL--The  following  description  of the  Plan  provides  only  general
     information.  Participants  should refer to the Plan  agreement  for a more
     complete  description of the Plan's  provisions.  The ServiceMaster  Profit
     Sharing and  Retirement  Plan (the "Plan") is a defined  contribution  plan
     established  by  The  ServiceMaster   Company  and  its  subsidiaries  (the
     "Company") to whom the Plan has been extended to provide eligible employees
     with a program  to save for  retirement.  The Plan is  administered  by the
     Equity Plans Administrative  Committee.  It is subject to the provisions of
     the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended.

     SALE OF MANAGEMENT SERVICES--The Management Services segment of the Company
     was sold to ARAMARK  Corporation  on November  30,  2001.  As of that date,
     employees  of this  segment were no longer  eligible to  contribute  to the
     Plan. Account balances of Management Services  participants of $146,195,879
     in cash,  Company stock, and participant  loans were transferred out of the
     Plan  between  February  28, 2002 and March 27,  2002 to a  successor  plan
     sponsored by ARAMARK Corporation.

     ELIGIBILITY--Full  and part-time nonunion employees of the Company who have
     completed  90 days of service and are at least 18 years of age are eligible
     to participate in the Plan.  Leased  employees and employees who are or who
     become covered by a collective bargaining agreement, which do not allow for
     Plan participation, are not eligible to participate in the Plan.

     PARTICIPANT  CONTRIBUTIONS--Participants  may elect to contribute a minimum
     of 1% up to a maximum of 15% of pretax annual  compensation,  as defined in
     the  Plan,  subject  to  certain  limitations.   The  first  4%  of  pretax
     compensation (base contribution)  contributed to the Plan is eligible for a
     discretionary  employer  matching   contribution.   Participants  may  also
     contribute amounts  representing  distributions from other qualified plans.
     Participants  direct the  investment  of their  contributions  into various
     investment  options  offered by the Plan,  which  currently  consist of The
     ServiceMaster   Company   common   stock,   nine  mutual  funds  and  three
     common/collective trust funds.

     EMPLOYER CONTRIBUTIONS--The Company's contribution is discretionary and the
     amount of contribution  from Company profits is determined each year by the
     Board of Directors after a review of the overall  financial  performance of
     the Company and the key  business  units.  The  matching  contribution  may
     differ  for  different  employee  groups.  Half of the  Company's  matching
     contribution is invested directly in The ServiceMaster Company common stock
     fund  and  the  other  half  is  invested  according  to the  participants'
     direction.  Effective May 15, 2002, after the Company matching contribution
     is made,  participants have complete investment discretion over all Company
     contributions. The Board of Directors approved a Company match contribution
     of 65% of participants' base contribution across all business units for the
     year ended December 31, 2002.

     PARTICIPANT  ACCOUNTS--Individual  accounts  are  maintained  for each Plan
     participant.  Each participant's account is credited with the participant's
     contribution  and allocations of (a) the Company's  contribution,  (b) Plan
     earnings and (c) forfeitures.  The participant's  accounts are charged with
     Plan losses and  administrative  fees,  where  applicable.  Allocations are
     based on participant  contributions or account



                                       9



     balances, as defined. The benefit to which a participant is entitled is the
     benefit that can be provided from the participant's vested account.

     VESTING--Participants  are vested  immediately in their  contributions plus
     actual earnings thereon.  Vesting in the Company's contribution is based on
     the  following  schedule,  except  in  the  event  of  death  or  permanent
     disability, in which case the participant becomes immediately vested:


     COMPLETED YEARS                             PERCENT
          of Service                             VESTED

     Less than 2 years of service                       0 %
     2 years of service but less than 3                25
     3 years of service but less than 4                50
     4 years of service but less than 5                75
     5 years of service or more                       100


     FORFEITURES--Forfeitures   are  used  first  to   reinstate   all   rehired
     participants'  forfeitures and then are allocated to eligible  participants
     in the same manner as employer  profit sharing  contributions.  Unallocated
     forfeitures  were  $396,535  and  $906,929 at  December  31, 2002 and 2001,
     respectively.

     PARTICIPANT  LOANS--Participants  may borrow  from  their  fund  accounts a
     minimum of $500 up to a maximum of the lesser of: (a) $50,000 or (b) 50% of
     their vested  account  balance  (limited to the value of the  participant's
     contributions and earnings thereon),  minus their highest  outstanding loan
     balance in the previous 12 months.  A participant's  loan is secured by the
     balance  in the  participant's  account  and  bears  interest  at the prime
     interest  rate as listed in The Wall Street  Journal on the first  business
     day of the month in which the loan is issued, plus 1%.

     BENEFITS PAYMENTS--A  participant may elect to have the value of his or her
     vested account (minus any outstanding  loan balance)  distributed to him or
     her upon permanent disability, upon reaching normal retirement age (65), or
     upon termination of employment. A participant may elect to receive either a
     lump-sum amount equal to the value of the participant's  vested interest in
     his or her account,  or monthly,  quarterly,  or annual  installments for a
     specified number of years not to exceed the  participant's  life expectancy
     and that of his or her beneficiary. At the time of distribution,  shares of
     ServiceMaster stock in the participant's account can be taken in-kind or in
     cash.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS  OF  ACCOUNTING--The  accompanying  financial  statements  have  been
     prepared  using  the  accrual  method  of  accounting  in  conformity  with
     accounting principles generally accepted in the United States of America.

     USE OF  ESTIMATES--The  preparation  of financial  statements in conformity
     with  accounting  principles  generally  accepted  in the United  States of
     America requires the Plan to make estimates and assumptions that affect the
     reported  amounts of net assets available for benefits and changes therein.
     Actual results could differ from those estimates. The Plan utilizes various
     investment  instruments,  including mutual funds and investment  contracts.
     Investment  securities,  in general,  are exposed to various risks, such as
     interest rate, credit,  and overall market volatility.  Due to the level of
     risk  associated  with  certain  investment  securities,  it is  reasonably
     possible that changes in the values of investment  securities will occur in
     the near term and that such  changes  could  materially  affect the amounts
     reported in the financial statements.



                                       10




     INVESTMENT VALUATION AND INCOME RECOGNITION--The Plan's investments,  other
     than the Stable Value Fund, are stated at fair value based on quoted market
     prices or estimated fair value as reported by the Plan's trustee. Shares of
     mutual  funds are valued at the net asset  value of shares held by the Plan
     at year-end. Participant loans are valued at the outstanding loan balances.

     Purchases  and sales of  securities  are  recorded on a  trade-date  basis.
     Interest income is recorded on the accrual basis. Dividends are recorded on
     the ex-dividend date.

     The Stable Value Fund invests in guaranteed investment  contracts,  funding
     agreements and security-backed  investment contracts, and separate accounts
     issued  or  wrapped  by  insurance  companies,  banks,  or other  financial
     institutions  (collectively referred to herein as "Investment  Contracts").
     Investment  contracts  are  carried at cost plus  accrued  interest  ("Book
     Value").  Investment Contracts will normally be held to maturity,  and meet
     the  fully  benefit  responsive  requirements  of the  AICPA  Statement  of
     Position 94-4, REPORTING OF INVESTMENT CONTRACTS HELD BY HEALTH AND WELFARE
     BENEFIT PLANS AND DEFINED CONTRIBUTION PENSION PLANS. The aggregate average
     crediting interest rate of the Investment Contracts as of December 31, 2002
     and 2001 was 4.90% and 6.36%, respectively. The aggregate average yield for
     the year ended December 31, 2002 was 4.73%.  There are no reserves  against
     contract value for credit risk of the contract  issuers or otherwise.  Book
     Value approximates fair value at December 31, 2002 and 2001.

     ADMINISTRATIVE  EXPENSES--Administrative  expenses  are paid by the Plan to
     the extent not paid by the Company.  Expenses  paid by the Company  include
     payments to third-party  service providers for trust,  investment and legal
     services,  among others. Expenses paid by the Plan include participant loan
     initiation fees and loan maintenance fees.

     PAYMENT OF  BENEFITS--Benefit  payments to  participants  are recorded upon
     distribution.  Amounts allocated to accounts of persons who have elected to
     withdraw from the Plan but have not yet been paid were $233,532 at December
     31, 2002. This amount also includes  distributions  for which  participants
     have elected to be paid on an installment basis.



                                       11




3.   INVESTMENTS

     The Plan's  investments that represented five percent or more of the Plan's
     net assets  available  for benefits as of December 31, 2002 and 2001 are as
     follows:


                                                                                          2002                2001

       Putnam Investors Fund, 1,955,405 and 2,697,542 shares,
                                                                                                    
         respectively                                                                 $ 17,422,656        $ 31,453,334
       The George Putnam Fund of Boston CL Y,
         3,479,481 and 3,665,683 shares, respectively                                   51,600,706          61,473,500
       The Putnam Fund for Growth & Income CL Y,
         1,169,835 and 1,415,741 shares, respectively                                   16,564,863          25,143,550
       Putnam Bond Index Fund, 3,346,531 and 4,873,343 shares,
         respectively                                                                   43,672,224          57,944,046
       Putnam S&P 500 Index Fund, 702,118 and 861,717 shares,
         respectively                                                                   15,193,824          23,998,828
       Putnam Stable Value Fund, 22,931,226 and 43,273,907 shares,
         respectively                                                                   22,931,226          43,273,907
       The ServiceMaster Company common stock fund,
         4,557,094 and 9,704,300 shares, respectively                                   50,583,739*        133,919,334*

       * Includes both participant-directed and nonparticipant-directed amounts.



     During  2002,  the  Plan's  investments  (including  gains  and  losses  on
     investments  bought and sold, as well as held during the year)  appreciated
     (depreciated), as follows:

     Mutual funds:
       Putnam Investors Fund                                      $ (6,238,493)
       The George Putnam Fund of Boston CL Y                        (6,547,206)
       The Putnam Fund for Growth & Income CL Y                     (4,385,088)
       Vanguard Life Strategy Income Fund                              (86,217)
       Vanguard Life Strategy Conservative Growth Fund                (291,622)
       Vanguard Life Strategy Growth Fund                           (1,548,464)
       One Group Mid Cap Growth Fund                                   (85,422)
       Neuberger & Berman Genesis Trust                               (160,383)
       Putnam International Growth Fund                                (39,510)
                                                                --------------

     Mutual funds total                                            (19,382,405)
                                                                --------------

     Common collective trust funds:
       Putnam Bond Index Fund                                        4,226,936
       Putnam S&P 500 Index Fund                                    (4,441,431)
                                                                --------------

     Common collective trust funds total:                             (214,495)
                                                                --------------

     The ServiceMaster Company common stock fund                   (13,542,338)
                                                                --------------

     Net depreciation of investments                             $ (33,139,238)
                                                                ==============

                                       12




4.   THE SERVICEMASTER COMMON STOCK FUND

     Investment  in the Plan is  participant-directed,  except  that half of the
     Company's  matching  contribution is invested directly in The ServiceMaster
     Company  common  stock  fund.  Effective  May 15,  2002,  after the Company
     matching  contribution  is  made,  participants  have  complete  investment
     discretion  over  all  Company   contributions.   Participants,   at  their
     discretion,  may also direct their investment to The ServiceMaster  Company
     common stock fund. Information about the net assets as of December 31, 2002
     and  2001 and the  significant  components  of the  changes  in net  assets
     relating to The ServiceMaster  Company common stock fund for the year ended
     December 31, 2002 is as follows:


                                                                          AS OF DECEMBER 31,
                                                                        2002                2001

     Net assets:
                                                                                  
        The ServiceMaster Company common stock fund                 $ 50,583,739        $ 133,919,334
                                                                    =============       =============

                                                                       YEAR ENDED
                                                                   DECEMBER 31, 2002

     Changes in net assets:
       Additions:
         Contributions                                                $ 7,395,973
         Interest and dividend income                                   2,406,669
       Deductions:
         Benefits paid to participants                                 (7,486,186)
         Net transfers into other investments                          (5,338,417)
         Transfers from Plan                                          (66,770,030)
         Net depreciation                                             (13,542,338)
         Other expenses                                                    (1,266)
                                                                      -----------

     Net change                                                       (83,335,595)

     The ServiceMaster common stock fund--beginning of year           133,919,334
                                                                     ------------

     The ServiceMaster common stock fund--end of year                $ 50,583,739
                                                                     ============




5.   RELATED-PARTY TRANSACTIONS

     The Plan  invests  in  shares  of  mutual  funds  and  interests  in common
     collective trust funds managed by Putnam Fiduciary Trust Company  ("PFTC").
     PFTC acts as trustee and record keeper for the Plan.  The Plan also invests
     in  Company  stock and allows  loans to  participants.  These  transactions
     qualify  as  party-in-interest  transactions,  which  are  exempt  from the
     prohibited transaction rules.

     At  December  31,  2002 and 2001,  the Plan held  4,557,094  and  9,704,300
     shares,  respectively,  of common stock of The ServiceMaster  Company,  the
     sponsoring  employer,  with a cost basis of $48,597,770  and  $106,164,668,
     respectively.  During the year ended  December 31, 2002,  the Plan recorded
     dividend  income of $2,406,669  from its  investment  in The  ServiceMaster
     common stock fund.


                                       13



6.   PLAN TERMINATION

     The Company currently intends to continue the Plan  indefinitely.  However,
     the Company has the right under the Plan to discontinue  contributions  and
     terminate the Plan at any time,  subject to the provisions of ERISA. If the
     Plan is  terminated,  participants  will become fully vested in the Company
     contributions account balances.

 7.  FEDERAL INCOME TAX STATUS

     The Plan  received  a  favorable  determination  letter  from the  Internal
     Revenue Service dated August 27, 2002. The Plan administrator believes that
     the Plan is currently  designed and being  operated in compliance  with the
     applicable  requirements of the Internal Revenue Code. Therefore,  the Plan
     administrator  believes  that the Plan was  qualified and the related trust
     was tax-exempt as of the financial  statement  dates,  and no provision for
     income tax is included in the financial statements.

                                   ******



                                       14





SERVICEMASTER PROFIT SHARING AND RETIREMENT PLAN

FORM 5500, SCHEDULE H, PART IV, LINE 4i--
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002


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



                                (B) IDENTITY OF ISSUE/                                          (E) CURRENT
 (a)                       (c) Description of Investment                (d) Cost                     Value

      MUTUAL FUNDS:
                                                                                            
  *     Putnam Investors Fund                                              N/A                    $ 17,422,656
  *     The George Putnam Fund of Boston CL Y                              N/A                      51,600,706
  *     The Putnam Fund for Growth & Income CL Y                           N/A                      16,564,863
        Vanguard Life Strategy Income Fund                                 N/A                       2,137,167
        Vanguard Life Strategy Conservative Growth Fund                    N/A                       2,794,008
        Vanguard Life Strategy Growth Fund                                 N/A                       7,153,552
        Neuberger & Berman Genesis Trust                                   N/A                       1,458,131
        One Group Mid Cap Growth Fund                                      N/A                         586,722
  *     Putnam International Growth Fund                                   N/A                         331,659
      COMMON COLLECTIVE TRUST FUNDS:
  *     Putnam Bond Index Fund                                             N/A                      43,672,224
  *     Putnam S & P 500 Index Fund                                        N/A                      15,193,824
      EMPLOYER SECURITIES--common shares:
  *     The ServiceMaster Company common stock fund                     $ 48,597,770                50,583,739
      STABLE VALUE FUND:
  *     Putnam Stable Value Fund, common collective fund                   N/A                      22,931,226
        Massachusetts Mutual Life Insurance Company,
        guaranteed investment contact, 4.9%, maturing 2003                 N/A                         441,613
  *   PARTICIPANT LOANS (Interest rates generally from 5.25% to
        10.5% maturing 2002 to 2012)                                       N/A                       9,150,461
                                                                                                    ----------

      Total                                                                                      $ 242,022,551
                                                                                                 =============

  *   Party-in-interest.

N/A:    Cost information is not required for participant-directed investments and,
        therefore, is not included.  The ServiceMaster common stock fund includes
        both participant-directed and nonparticipant-directed investments.







                                       15