<PAGE>
          As filed with the Securities and Exchange Commission on October 4,
1994
                                                    Registration No. 33-39148


                                 SECURITIES AND EXCHANGE COMMISSION
                                       Washington, D.C. 20549
                                        ____________________

                                              FORM S-8
                                       REGISTRATION STATEMENT
                                                UNDER
                                     THE SECURITIES ACT OF 1933
                                        ____________________

                                  SERVICEMASTER LIMITED PARTNERSHIP
                       (Exact name of issuer as specified in its certificate)

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

                        One ServiceMaster Way, Downers Grove, Illinois 60515
                              (Address of principal executive officers)

                     SERVICEMASTER 1994 NON-EMPLOYEE DIRECTORS SHARE OPTION PLAN
                                      (Full title of the plan)

                                          Vernon T. Squires
                                           General Counsel
                                  ServiceMaster Limited Partnership
                                       One ServiceMaster Way 
                                   Downers Grove, Illinois  60515
                               (Name and address of agent for service)

                                           (708) 271-1300
                 (Telephone number, including area code, of agent for service)

          Please direct copies of communications concerning this registration
statement to:

                                         Robert H. Kinderman
                                          KIRKLAND & ELLIS
                                       200 East Randolph Drive
                                      Chicago, Illinois  60601
                                           (312) 861-2096
                                        ____________________
<TABLE>
                                   CALCULATION OF REGISTRATION FEE
<CAPTION>
                                                                                                             
                                      Proposed Maximum               Proposed Maximum                
Amount of
Title of Securities    Amount to be    Offering Price            Aggregate           Registration
 to be Registered       Registered     Per Share (1)         Offering Price (1)          Fee(1)

<S>                    <C>             <C>                   <C>                     <C>

Limited Partnership 
Shares                 250,000(2)      $26.50                $ 6,625,000             $ 2,284.48

Options                    (3)              (3)                    (3)                   (3)
</TABLE>
<PAGE>

(1)     Estimated pursuant to Rule 457(h) solely for the purpose of
        calculating the amount of the registration fee based upon the
        average of the high and low prices reported for the shares on
        the New York Stock Exchange on August 1, 1994
(2)     This is the total number of Partnership Shares which may
        hereafter be issued under the ServiceMaster 1994 Non-Employee
        Directors Share Option Plan based on the registrant's
        capitalization on the filing date.  Pursuant to Rule 416, this
        Registration Statement shall also be deemed to cover any
        additional Partnership Shares issuable pursuant to the
        antidilution provisions of the Plan by reason of share splits,
        share dividends, mergers and other capital changes.
(3)     This registration statement also registers all options which
        may be granted under the Plan.  The terms of the Plan require
        the optionee to pay such consideration for each option granted
        under the Plan as shall be determined by the Committee
        administering the Plan and also provides that the price paid
        for the options will not reduce the exercise price of the
        options.  The price paid for the first set of options granted
        under the Plan was $1.50 per option share and it is assumed
        that the same amount will be charged for subsequent grants (if
        any).  Accordingly, the registration fee has been based on the
        fair market value of the shares subject to the option ($25.00
        per share) plus the price of the options themselves ($1.50 per
        share) for a total of $26.50 per share.
(4)     This registration statement includes all interests under the
        Plan which may be deemed securities for purposes of the
        Securities Act of 1933.  Since no separate consideration is
        payable for any such interests, no additional fee is payable
        by reason of the registration thereof.

<PAGE>
                PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The registrant hereby incorporates the following documents by
reference into this registration statement:  (a)  The registrants's
Annual Report on Form 10K for the fiscal year ended December 31,
1993; and (b) the registrant's Quarterly Reports on Form 10Q for
the quarters ended March 31 and June 30, 1994.  The registrant
hereby states that all documents subsequently filed by it pursuant
to Sections 13(a), 13(c) 14, and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities
offered have been sold which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
into this registration statement and to be part hereof from the
date of filing of such documents.  

Item 4.  Description of Securities.

        Not applicable.

Item 5.  Interests of Named Experts and Counsel.

        Not applicable.

Item 6.  Indemnification.

        Section 17-108 of the Delaware Revised Uniform Limited
Partnership Act provides that subject to such standards and
restrictions, if any as are set forth in its partnership agreement,
a limited partnership may, and shall have the power to, indemnify
and hold harmless any partner or other person from and against any
and all claims and demands whatsoever.

        Section 6.9 of the ServiceMaster Limited Partnership Agreement
as constituted on the date of the filing of this registration
statement (the "registration date"), Section 6.8 of the
ServiceMaster Company Limited Partnership Agreement as constituted
on the registration date, Section 7.9 of the Amended and Restated
Agreement of Limited Partnership for ServiceMaster Consumer
Services Limited Partnership as constituted on the registration
date and Section 7.8 of the Amended and Restated Agreement of
Limited Partnership for ServiceMaster Management Services Limited
Partnership as constituted on the registration date provide in
general that the partnerships governed by these agreements (the
"Principal Partnerships") will indemnify and advance expenses to
the general partners and the stockholders, directors, of officers
and employees of the general partner (the "Indemnitees") to the
fullest extent permitted by law.  Any indemnification under these
provisions will be limited to the assets of the Principal
Partnerships. Each Indemnitee would be indemnified against all

<PAGE>
expenses, liabilities and losses (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid
in settlement) reasonably incurred or suffered by the Indemnitee in
connection with being involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason
of the Indemnitee serving in one of the foregoing capacities or on
behalf of the Partnership, any subsidiary partnership or
ServiceMaster Management Corporation or in a similar capacity with
another entity at the request of any of the preceding entities. 
This indemnification would, under certain circumstances, include
indemnification for liabilities under the Securities Act of 1933.
Each Indemnitee would automatically be entitled to the advancement
of expenses in connection with the foregoing indemnification.  The
Indemnitee would be entitled to the foregoing indemnification and
to retain any expenses advanced unless the Principal Partnerships
satisfied their burden of proof by clear and convincing evidence
that the Indemnitee failed to act in good faith and in a manner
that the Indemnitee actually believed to be in or not opposed to
the best interests of the Principal Partnerships to enforce the
foregoing indemnification and advancement of expense provisions,
and to recover the costs and expenses of persecuting successfully
(in whole or in part) any such suit.  The foregoing provisions
would not be exclusive of any other rights the Indemnitees might
have under any statute, agreement, vote of shareholders or
otherwise.  Indemnification and the advancement of expenses would
be permissive (but not mandatory) in the case of certain employees
and agents.

        The Partnership Agreements governing the Principal
Partnerships also provide that no Indemnitee will be liable to the
Principal Partnerships or any shareholder unless the Principal
Partnerships or the shareholder satisfies its burden of proof by
clear and convincing evidence that the Indemnitee (a) breached a
duty of loyalty, (b) acted in bad faith or engaged in intentional
misconduct or a knowing violation of law or (c) derived an improper
personal benefit.

        The Principal Partnerships are authorized to purchase
insurance against liabilities asserted against and expenses
incurred by any person in connection with their activities, whether
or not the Principal Partnerships would have the power to indemnify
such person against such liabilities under the provisions described
above.

        The governing instruments of other subsidiaries of the
Registrant contain analogous provisions.

Item 7.  Exemption from Registration Claimed.

        Not Applicable.

Item 8.  Exhibits.

        See Index to Exhibits.
<PAGE>
Item 9.  Undertakings.

               512(a) Rule 415 offering.

               The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales
        are being made, a post-effective amendment to this
        registration statement:

               (i) To include any prospectus required by section
        10(a)(3) of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events
        arising after the effective date of the registration statement
        (or the most recent post-effective amendment thereof) which,
        individually or in the aggregate, represent a fundamental
        change in the information set forth in the registration
        statement; and

               (iii) To include any material information with respect to
        the plan of distribution not previously disclosed in the
        registration statement or any material change to such
        information in the registration statement. 

               Provided, however, that paragraphs (a)(1)(i) and
        (a)(1)(ii) do not apply if the information required to be
        included in a post-effective amendment by those paragraphs is
        contained in periodic reports filed by the registrant pursuant
        to section 13 or section 15(d) of the Securities Exchange Act
        of 1934 that are incorporated by reference in the registration
        statement.

               (2) That, for the purpose of determining any liability
        under the Securities Act of 1933, each such post-effective
        amendment shall be deemed to be a new registration statement
        relating to the securities offered therein, and the offering
        of such securities at that time shall be deemed to be the
        initial bona fide offering thereof.

               (3) To remove from registration by means of a post-
        effective amendment any of the securities being registered
        which remain unsold at the termination of the offering.

               512(b)  Filings incorporating subsequent Exchange Act
        documents by reference.

               The undersigned registrant hereby undertakes that, for
        purposes of determining any liability under the Securities Act
        of 1933, each filing of the registrant's annual report
        pursuant to section 13(a) or section 15(d) of the Securities
        Exchange Act of 1934 (and, where applicable, each filing of an
        employee benefit plan's annual report pursuant to section
        15(d) of the Securities Exchange Act of 1934) that is

<PAGE>
        incorporated by reference in the registration statement shall
        be deemed to be a new registration statement relating to the
        securities offered therein, and the offering of such
        securities at that time shall be deemed to be the initial bona
        fide offering thereof.

               512(h)  Request for acceleration of effective date or
        filing of registration statement on Form S-8.

               Insofar as indemnification for liabilities arising under
               the Securities Act of 1933 may be permitted to directors,
               officers and controlling persons of the registrant
               pursuant to the foregoing provisions, or otherwise, the
               registrant has been advised that in the opinion of the
               Securities and Exchange Commission such indemnification
               is against public policy as expressed int he Act and is,
               therefore, unenforceable.  In the event that a claim for
               indemnification against such liabilities (other than the
               payment by the registrant of expenses incurred or paid by
               a director, officer or controlling person of the
               registrant in the successful defense of any action, suit
               or proceeding) is asserted by such director, officer or
               controlling person in connection with the securities
               being registered, the registrant will, unless in the
               opinion of its counsel the matter has been settled by
               controlling precedent, submit to a court of appropriate
               jurisdiction the question whether such indemnification by
               it is against public policy as expressed in the Act and
               will be governed by the final adjudication of such issue.

<PAGE>
                      POWER OF ATTORNEY

        Each person whose signature appears below hereby authorizes
any Authorized Officer acting alone to execute in the name of such
person, and to file, any amendments to the Registration Statement
(whether pre-effective or post-effective), any prospectus or
prospectus supplements or any other documents which any Authorized
Person deems necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission in respect thereof, and to take any other action on
behalf of such person which any Authorized Officer deems necessary
or desirable in connection herewith.  The term "Authorized Officer"
as applied with respect to any action taken pursuant to this
authorization means (i) any person who is the Registrant's Chief
Executive Officer, Chief Financial Officer, General Counsel or
Secretary at the time such action shall be taken and (ii) any other
officer of the Registrant who shall be authorized by any person
identified in clause (i) to act as an Authorized Officer for
purposes of this paragraph.


                                             SIGNATURES

        Pursuant to the Requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Downers Grove, State of Illinois, on October 4, 1994.

                                              SERVICEMASTER LIMITED PARTNERSHIP

                                              By:     SERVICEMASTER MANAGEMENT
                                                      CORPORATION

                                                             General Partner


                                              By    /s/ Vernon T. Squires       
                                                  Its Senior Vice President
                                                      and General Counsel

<PAGE>
        Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

                   Name            Title                     Date

/s/ C. William Pollard   
  C. William Pollard               Chairman and
                                   Director                  September 6, 1994

/s/ Carlos H. Cantu      
  Carlos H. Cantu                  President and Chief
                                   Executive Officer
                                   and Director
                                   (Principal
                                   Executive Officer)        September 6, 1994

/s/ Ernest J. Mrozek     
  Ernest J. Mrozek                 Vice President and
                                   Chief Financial
                                   Officer (Principal
                                   Financial Officer)        September 6, 1994

/s/ Henry O. Boswell     
  Henry O. Boswell                 Director                  September 6, 1994

/s/ Lord Brian Griffiths 
  Lord Brian Griffiths of
  Fforestfach                      Director                  September 6, 1994

/s/ Herbert P. Hess      
  Herbert P. Hess                  Director                  September 6, 1994

/s/ Gunther H. Knoedler  
  Gunther H. Knoedler              Director                  September 6, 1994

/s/ James D. McLennan    
  James D. McLennan                Director                  September 6, 1994

/s/ Vincent C. Nelson    
  Vincent C. Nelson                Director                  September 6, 1994

/s/ Kay A. Orr              
 Kay A. Orr                        Director                  September 6, 1994

<PAGE>
/s/ Phillip B. Rooney    
  Phillip B. Rooney                Director                  September 6, 1994

/s/ Burton E. Sorensen   
  Burton E. Sorensen               Director                  September 6, 1994

/s/ Charles W. Stair     
  Charles W. Stair                 Director                  September 6, 1994

/s/ David K. Wessner     
  David K. Wessner                 Director                  September 6, 1994

<PAGE>
<TABLE>
                                              EXHIBITS

<CAPTION>
Exhibit
  No.                                 Description of Exhibit
 <C>                   <S>

 4.1                   ServiceMaster Limited Partnership Agreement of
                       Limited Partnership as Amended and Restated on
                       January 1, 1993.  Incorporated by reference to
                       Exhibit 4.6 to the Annual Report on Form 10-K for
                       the year ended December 31, 1993 (SEC File No. 1-
                       9378).

 4.2                   ServiceMaster 1994 Non-Employee Directors Share
                       Option Plan as constituted on the date of the
                       initial filing of this registration statement.

 4.3                   Form of Option Agreement Providing for an Option
                       Under the ServiceMaster 1994 Non-Employee
                       Directors Share Option Plan.

 4.4                   Form of Term Sheet specifying certain Option
                       Terms.

 5                     Opinion of Vernon T. Squires, General Counsel,
                       ServiceMaster Limited Partnership, on the validity
                       of the Shares.

 24.1                  Consent of Arthur Andersen & Co.

 24.2                  Consent of Vernon T. Squires (included in his
                       opinion filed as Exhibit 5).
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20683}]
{"company-data": {"conformed-name": "SERVICEMASTER LTD PARTNERSHIP", "cik": "0000806027", "assigned-sic": "8741", "irs-number": "363497008", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55761", "film-number": "94551521"}, "business-address": {"street1": "ONE SERVICEMASTER WAY", "city": "DOWNERS GROVE", "state": "IL", "zip": "60515", "phone": "7089641300"}}
As filed with the Securities and Exchange Commission on October 4,
1994
                                                    Registration No. 33-39148

                                 SECURITIES AND EXCHANGE COMMISSION
                                       Washington, D.C. 20549
                                        ____________________

                                              FORM S-8
                                       REGISTRATION STATEMENT
                                                UNDER
                                     THE SECURITIES ACT OF 1933
                                        ____________________

                                  SERVICEMASTER LIMITED PARTNERSHIP
                       (Exact name of issuer as specified in its certificate)

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

                        One ServiceMaster Way, Downers Grove, Illinois 60515
                              (Address of principal executive officers)

                     SERVICEMASTER 1994 NON-EMPLOYEE DIRECTORS SHARE OPTION PLAN
                                      (Full title of the plan)

                                          Vernon T. Squires
                                           General Counsel
                                  ServiceMaster Limited Partnership
                                       One ServiceMaster Way 
                                   Downers Grove, Illinois  60515
                               (Name and address of agent for service)

                                           (708) 271-1300
                 (Telephone number, including area code, of agent for service)

          Please direct copies of communications concerning this registration
statement to:

                                         Robert H. Kinderman
                                          KIRKLAND & ELLIS
                                       200 East Randolph Drive
                                      Chicago, Illinois  60601
                                           (312) 861-2096
                                        ____________________

                                   CALCULATION OF REGISTRATION FEE
Proposed Maximum               Proposed Maximum                
Amount of
Title of Securities    Amount to be    Offering Price            Aggregate           Registration
 to be Registered       Registered     Per Share (1)         Offering Price (1)          Fee(1)
Limited Partnership 
Shares                 250,000(2)      $26.50                $ 6,625,000             $ 2,284.48

Options                    (3)              (3)                    (3)                   (3)
(1)     Estimated pursuant to Rule 457(h) solely for the purpose of
        calculating the amount of the registration fee based upon the
        average of the high and low prices reported for the shares on
        the New York Stock Exchange on August 1, 1994
(2)     This is the total number of Partnership Shares which may
        hereafter be issued under the ServiceMaster 1994 Non-Employee
        Directors Share Option Plan based on the registrant's
        capitalization on the filing date.  Pursuant to Rule 416, this
        Registration Statement shall also be deemed to cover any
        additional Partnership Shares issuable pursuant to the
        antidilution provisions of the Plan by reason of share splits,
        share dividends, mergers and other capital changes.
(3)     This registration statement also registers all options which
        may be granted under the Plan.  The terms of the Plan require
        the optionee to pay such consideration for each option granted
        under the Plan as shall be determined by the Committee
        administering the Plan and also provides that the price paid
        for the options will not reduce the exercise price of the
        options.  The price paid for the first set of options granted
        under the Plan was $1.50 per option share and it is assumed
        that the same amount will be charged for subsequent grants (if
        any).  Accordingly, the registration fee has been based on the
        fair market value of the shares subject to the option ($25.00
        per share) plus the price of the options themselves ($1.50 per
        share) for a total of $26.50 per share.
(4)     This registration statement includes all interests under the
        Plan which may be deemed securities for purposes of the
        Securities Act of 1933.  Since no separate consideration is
        payable for any such interests, no additional fee is payable
        by reason of the registration thereof.
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The registrant hereby incorporates the following documents by
reference into this registration statement:  (a)  The registrants's
Annual Report on Form 10K for the fiscal year ended December 31,
1993; and (b) the registrant's Quarterly Reports on Form 10Q for
the quarters ended March 31 and June 30, 1994.  The registrant
hereby states that all documents subsequently filed by it pursuant
to Sections 13(a), 13(c) 14, and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities
offered have been sold which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
into this registration statement and to be part hereof from the
date of filing of such documents.  

Item 4.  Description of Securities.

        Not applicable.

Item 5.  Interests of Named Experts and Counsel.

        Not applicable.

Item 6.  Indemnification.

        Section 17-108 of the Delaware Revised Uniform Limited
Partnership Act provides that subject to such standards and
restrictions, if any as are set forth in its partnership agreement,
a limited partnership may, and shall have the power to, indemnify
and hold harmless any partner or other person from and against any
and all claims and demands whatsoever.

        Section 6.9 of the ServiceMaster Limited Partnership Agreement
as constituted on the date of the filing of this registration
statement (the "registration date"), Section 6.8 of the
ServiceMaster Company Limited Partnership Agreement as constituted
on the registration date, Section 7.9 of the Amended and Restated
Agreement of Limited Partnership for ServiceMaster Consumer
Services Limited Partnership as constituted on the registration
date and Section 7.8 of the Amended and Restated Agreement of
Limited Partnership for ServiceMaster Management Services Limited
Partnership as constituted on the registration date provide in
general that the partnerships governed by these agreements (the
"Principal Partnerships") will indemnify and advance expenses to
the general partners and the stockholders, directors, of officers
and employees of the general partner (the "Indemnitees") to the
fullest extent permitted by law.  Any indemnification under these
provisions will be limited to the assets of the Principal
Partnerships. Each Indemnitee would be indemnified against all
expenses, liabilities and losses (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid
in settlement) reasonably incurred or suffered by the Indemnitee in
connection with being involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason
of the Indemnitee serving in one of the foregoing capacities or on
behalf of the Partnership, any subsidiary partnership or
ServiceMaster Management Corporation or in a similar capacity with
another entity at the request of any of the preceding entities. 
This indemnification would, under certain circumstances, include
indemnification for liabilities under the Securities Act of 1933.
Each Indemnitee would automatically be entitled to the advancement
of expenses in connection with the foregoing indemnification.  The
Indemnitee would be entitled to the foregoing indemnification and
to retain any expenses advanced unless the Principal Partnerships
satisfied their burden of proof by clear and convincing evidence
that the Indemnitee failed to act in good faith and in a manner
that the Indemnitee actually believed to be in or not opposed to
the best interests of the Principal Partnerships to enforce the
foregoing indemnification and advancement of expense provisions,
and to recover the costs and expenses of persecuting successfully
(in whole or in part) any such suit.  The foregoing provisions
would not be exclusive of any other rights the Indemnitees might
have under any statute, agreement, vote of shareholders or
otherwise.  Indemnification and the advancement of expenses would
be permissive (but not mandatory) in the case of certain employees
and agents.

        The Partnership Agreements governing the Principal
Partnerships also provide that no Indemnitee will be liable to the
Principal Partnerships or any shareholder unless the Principal
Partnerships or the shareholder satisfies its burden of proof by
clear and convincing evidence that the Indemnitee (a) breached a
duty of loyalty, (b) acted in bad faith or engaged in intentional
misconduct or a knowing violation of law or (c) derived an improper
personal benefit.

        The Principal Partnerships are authorized to purchase
insurance against liabilities asserted against and expenses
incurred by any person in connection with their activities, whether
or not the Principal Partnerships would have the power to indemnify
such person against such liabilities under the provisions described
above.

        The governing instruments of other subsidiaries of the
Registrant contain analogous provisions.

Item 7.  Exemption from Registration Claimed.

        Not Applicable.

Item 8.  Exhibits.

        See Index to Exhibits.
Item 9.  Undertakings.

               512(a) Rule 415 offering.

               The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales
        are being made, a post-effective amendment to this
        registration statement:

               (i) To include any prospectus required by section
        10(a)(3) of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events
        arising after the effective date of the registration statement
        (or the most recent post-effective amendment thereof) which,
        individually or in the aggregate, represent a fundamental
        change in the information set forth in the registration
        statement; and

               (iii) To include any material information with respect to
        the plan of distribution not previously disclosed in the
        registration statement or any material change to such
        information in the registration statement. 

               Provided, however, that paragraphs (a)(1)(i) and
        (a)(1)(ii) do not apply if the information required to be
        included in a post-effective amendment by those paragraphs is
        contained in periodic reports filed by the registrant pursuant
        to section 13 or section 15(d) of the Securities Exchange Act
        of 1934 that are incorporated by reference in the registration
        statement.

               (2) That, for the purpose of determining any liability
        under the Securities Act of 1933, each such post-effective
        amendment shall be deemed to be a new registration statement
        relating to the securities offered therein, and the offering
        of such securities at that time shall be deemed to be the
        initial bona fide offering thereof.

               (3) To remove from registration by means of a post-
        effective amendment any of the securities being registered
        which remain unsold at the termination of the offering.

               512(b)  Filings incorporating subsequent Exchange Act
        documents by reference.

               The undersigned registrant hereby undertakes that, for
        purposes of determining any liability under the Securities Act
        of 1933, each filing of the registrant's annual report
        pursuant to section 13(a) or section 15(d) of the Securities
        Exchange Act of 1934 (and, where applicable, each filing of an
        employee benefit plan's annual report pursuant to section
        15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall
        be deemed to be a new registration statement relating to the
        securities offered therein, and the offering of such
        securities at that time shall be deemed to be the initial bona
        fide offering thereof.

               512(h)  Request for acceleration of effective date or
        filing of registration statement on Form S-8.

               Insofar as indemnification for liabilities arising under
               the Securities Act of 1933 may be permitted to directors,
               officers and controlling persons of the registrant
               pursuant to the foregoing provisions, or otherwise, the
               registrant has been advised that in the opinion of the
               Securities and Exchange Commission such indemnification
               is against public policy as expressed int he Act and is,
               therefore, unenforceable.  In the event that a claim for
               indemnification against such liabilities (other than the
               payment by the registrant of expenses incurred or paid by
               a director, officer or controlling person of the
               registrant in the successful defense of any action, suit
               or proceeding) is asserted by such director, officer or
               controlling person in connection with the securities
               being registered, the registrant will, unless in the
               opinion of its counsel the matter has been settled by
               controlling precedent, submit to a court of appropriate
               jurisdiction the question whether such indemnification by
               it is against public policy as expressed in the Act and
               will be governed by the final adjudication of such issue.
POWER OF ATTORNEY

        Each person whose signature appears below hereby authorizes
any Authorized Officer acting alone to execute in the name of such
person, and to file, any amendments to the Registration Statement
(whether pre-effective or post-effective), any prospectus or
prospectus supplements or any other documents which any Authorized
Person deems necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission in respect thereof, and to take any other action on
behalf of such person which any Authorized Officer deems necessary
or desirable in connection herewith.  The term "Authorized Officer"
as applied with respect to any action taken pursuant to this
authorization means (i) any person who is the Registrant's Chief
Executive Officer, Chief Financial Officer, General Counsel or
Secretary at the time such action shall be taken and (ii) any other
officer of the Registrant who shall be authorized by any person
identified in clause (i) to act as an Authorized Officer for
purposes of this paragraph.

                                             SIGNATURES

        Pursuant to the Requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Downers Grove, State of Illinois, on October 4, 1994.

                                              SERVICEMASTER LIMITED PARTNERSHIP

                                              By:     SERVICEMASTER MANAGEMENT
                                                      CORPORATION

                                                             General Partner

                                              By    /s/ Vernon T. Squires       
                                                  Its Senior Vice President
                                                      and General Counsel
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

                   Name            Title                     Date

/s/ C. William Pollard   
  C. William Pollard               Chairman and
                                   Director                  September 6, 1994

/s/ Carlos H. Cantu      
  Carlos H. Cantu                  President and Chief
                                   Executive Officer
                                   and Director
                                   (Principal
                                   Executive Officer)        September 6, 1994

/s/ Ernest J. Mrozek     
  Ernest J. Mrozek                 Vice President and
                                   Chief Financial
                                   Officer (Principal
                                   Financial Officer)        September 6, 1994

/s/ Henry O. Boswell     
  Henry O. Boswell                 Director                  September 6, 1994

/s/ Lord Brian Griffiths 
  Lord Brian Griffiths of
  Fforestfach                      Director                  September 6, 1994

/s/ Herbert P. Hess      
  Herbert P. Hess                  Director                  September 6, 1994

/s/ Gunther H. Knoedler  
  Gunther H. Knoedler              Director                  September 6, 1994

/s/ James D. McLennan    
  James D. McLennan                Director                  September 6, 1994

/s/ Vincent C. Nelson    
  Vincent C. Nelson                Director                  September 6, 1994

/s/ Kay A. Orr              
 Kay A. Orr                        Director                  September 6, 1994
/s/ Phillip B. Rooney    
  Phillip B. Rooney                Director                  September 6, 1994

/s/ Burton E. Sorensen   
  Burton E. Sorensen               Director                  September 6, 1994

/s/ Charles W. Stair     
  Charles W. Stair                 Director                  September 6, 1994

/s/ David K. Wessner     
  David K. Wessner                 Director                  September 6, 1994
EXHIBITS
Exhibit
  No.                                 Description of Exhibit
4.1                   ServiceMaster Limited Partnership Agreement of
                       Limited Partnership as Amended and Restated on
                       January 1, 1993.  Incorporated by reference to
                       Exhibit 4.6 to the Annual Report on Form 10-K for
                       the year ended December 31, 1993 (SEC File No. 1-
                       9378).

 4.2                   ServiceMaster 1994 Non-Employee Directors Share
                       Option Plan as constituted on the date of the
                       initial filing of this registration statement.

 4.3                   Form of Option Agreement Providing for an Option
                       Under the ServiceMaster 1994 Non-Employee
                       Directors Share Option Plan.

 4.4                   Form of Term Sheet specifying certain Option
                       Terms.

 5                     Opinion of Vernon T. Squires, General Counsel,
                       ServiceMaster Limited Partnership, on the validity
                       of the Shares.

 24.1                  Consent of Arthur Andersen & Co.

 24.2                  Consent of Vernon T. Squires (included in his
                       opinion filed as Exhibit 5).