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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-K/A

                                  Ammendment of
                  Annual Report Pursuant To Section 13 Or 15(d)
                     Of The Securities Exchange Act of 1934

   For the fiscal year ended December 31, 1994.  Commission File number 1-9378


                        SERVICEMASTER LIMITED PARTNERSHIP
           (Exact Name of Registrant 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    60515-9969
     ----------------------------------------------    ----------
     (Address of Principal Executive Offices)          (Zip Code)

Registrant's telephone number, including area code: (708) 271-1300

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

                                             Name of Each Exchange
     Title of Each Class                      On Which Registered 
     -------------------                     ---------------------
     Partnership Shares                      New York Stock Exchange
          
Securities registered pursuant to Section 12(g) of the Act: None

     Indicate by Check Mark Whether the Registrant (1) Has Filed All
Reports Required to Be Filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such Shorter
Period That the Registrant Was Required to File Such Reports), and (2)
Has Been Subject to Such Filing Requirements for the Past 90 Days.
     Yes    X  No
          ----      ----

     The Aggregate Market Value of Shares Held by Non-Affiliates of the
Registrant As of March 14, 1995 was $1,891,376,000.

                  DOCUMENTS INCORPORATED BY REFERENCE

     Certain parts of the Registrant's Annual Report to Shareholders for
the year ended December 31, 1994 are incorporated into Part II
of this Form 10-K/A.
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Part II

Item 8.  Financial Statements and Supplementary Data

     The consolidated statements of financial position of
ServiceMaster as of December 31, 1994 and 1993, and the
consolidated statements of income, cash flows and shareholders'
equity for the years ended December 31, 1994, 1993 and 1992 and
notes to the consolidated financial statements are contained in
the FSMD Section of the ServiceMaster Annual Report to
Shareholders for 1994 on pages 24 - 34 and are incorporated
herein by reference.  The report of Arthur Andersen LLP thereon
dated January 24, 1995, and the summary of significant accounting
policies are contained in the FSMD Section of the ServiceMaster
Annual Report to Shareholders for 1994 on page 24 and are hereby
incorporated herein by reference.






                           SIGNATURE

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

                         SERVICEMASTER LIMITED PARTNERSHIP
                             Registrant



Date: March 1, 1996     By: /s/ Ernest J. Mrozek          
                             ----------------------
                             Ernest J. Mrozek
                             Senior Vice President and Chief Financial Officer