8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

8/30/04

Date of Report (Date of earliest event reported)

SAFECO CORPORATION

(Exact name of registrant as specified in Charter)

WASHINGTON	1-6563	91-0742146
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Safeco Plaza, Seattle, Washington	98185
(Address of principal executive officers)	(Zip Code)

(206) 545-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

On August 30, 2004, Safeco Corporation issued a press release, filed as Exhibit 99.1, announcing the completion of the tender offer for 7.25% senior notes due 2012.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.1 – Press release “Safeco Completes Tender Offer for $145 Million Principal Amount of 7.25% Senior Notes due 2012” dated August 30, 2004.

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.

	SAFECO CORPORATION
	Registrant
Dated: August 31, 2004	/s/ Maurice S. Hebert
	Maurice S. Hebert Vice President and Corporate Controller

EX-99.1

Exhibit 99.1

FOR RELEASE AT 5:45 p.m., Eastern Time
INVESTOR RELATIONS CONTACT:	Neal Fuller, 206-545-5537
MEDIA RELATIONS CONTACT:	Paul Hollie, 206-545-3048

SAFECO COMPLETES TENDER OFFER FOR

$145 MILLION PRINCIPAL AMOUNT OF 7.25% SENIOR NOTES DUE 2012

SEATTLE—(August 30, 2004)—Safeco (NASDAQ: SAFC) today announced it has successfully completed its tender offer for $145 million principal amount of its outstanding 7.25% senior notes due in 2012.

The offer to repurchase began Monday, August 2, 2004 and expired at 5 p.m., Eastern Time, on Monday, August 30, 2004.

Based on information from the tender agent at the time of expiration, Safeco received valid tenders of approximately $287.9 million aggregate principal amount of senior notes. For each valid tender, Safeco has accepted approximately 50.38% of the amount tendered to achieve its target of retiring $145 million aggregate principal amount of the senior notes. Each bondholder will receive payment for a proportionate share of the amount they validly tendered.

Based on the settlement date of September 1, 2004 and a fixed spread of 55 basis points over the yield of the 4.375% U.S. Treasury notes due August 2012, which was 4.007% as of 2:00 p.m., Eastern Time, on August 30, 2004, Safeco has calculated the tender offer yield and the purchase price and accrued interest per $1,000 principal amount of the senior notes as follows:

Securities	CUSIP Number	Tender Offer Yield		Purchase Price		Accrued Interest		Total
7.25% Senior Notes due 2012	786429AN0	4.557	%	$	1,178.85	$	0.00	$	1,178.85

Goldman, Sachs & Co. and Banc of America Securities LLC served as Joint Dealer Managers for the tender offer, and Global Bondholder Services Corp. served as the Tender Agent and Information Agent.

Safeco, in business since 1923, is a Fortune 500 property and casualty insurance company based in Seattle. The company sells insurance to drivers, homeowners, and small- and medium-sized businesses through a national network of independent agents and brokers.

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