SAFECO CORPORATION AND SUBSIDIARIES
                   NINE MONTHS ENDED SEPTEMBER 30, 1997

To Our Shareholders:

Our net income for the first nine months of 1997 was $350.5 million or $2.77 
per share, compared with $2.64 per share for 1996. If we exclude realized 
gain from investments, our income was $2.23 per share, compared with $2.28 
per share in 1996.

PROPERTY AND CASUALTY INSURANCE

Property and casualty operations for the first nine months of 1997 produced 
pretax income of $229.5 million before realized gain from investments, 
compared with $243.1 million for the first nine months last year. The company 
had an underwriting profit of $19.2 million for the first nine months, 
compared with $31.9 million for the same period last year. The third quarter 
produced an underwriting loss of $11.7 million. This compares with profits of 
$25.4 million for the third quarter last year and $23.6 million last quarter. 
The combined loss and expense ratio was 98.9 for the first nine months and 
101.9 for the third quarter only. This compares with 98.1 for the first nine 
months last year and 95.6 for the third quarter a year ago. Investment income 
was $210.3 million, down less than 1% from a year ago.

Personal auto, our largest line, reported an underwriting profit of $35.3 
million for the first nine months, compared with a profit of $46.1 million 
for the first nine months last year. The profit for the third quarter was 
$6.8 million. The number of vehicles insured at the end of September was 8% 
higher than a year ago. Average loss costs were down slightly during the 
first nine months due to a decline in both the frequency and severity of auto 
bodily injury claims.

Homeowners had an underwriting loss of $21.0 million for the first nine 
months, compared with a loss of $57.3 million for the first nine months of 
1996. Catastrophe losses for this line were $31 million, compared with $45 
million for the first nine months a year ago. We are working on several 
initiatives to continue to improve homeowners' results through a combination 
of higher prices, increased deductibles and proper insurance to value.

Other personal lines, which provide coverage for earthquake, dwelling fire, 
inland marine and boats, produced an underwriting profit of $10.9 million for 
the first nine months, compared with a profit of $13.7 million for the first 
nine months last year.

Commercial lines produced an underwriting loss of $22.1 million during the 
third quarter operating at a combined ratio of 114.3. For the first nine 
months, the underwriting loss was $25.4 million, and the combined ratio was 
105.6. By comparison, commercial lines reported an underwriting profit of 
$10.3 million for the first nine months last year and a combined ratio of 
97.6. The current year results reflect several unusually large losses during 
the third quarter. Also, the results for the prior year and first six months 
of 1997 were favorably impacted by claims settled for less than had been 
reserved.





Surety continues to experience excellent results. The profit for this line 
was $16.5 million for the first nine months, compared with a profit of $18.3 
million for the first nine months last year.

Premiums written for the first nine months increased 5% over a year ago with 
personal lines up 6% and commercial lines up 4%.

LIFE AND HEALTH INSURANCE

Our life and health insurance operations produced a pretax profit, before 
realized gain from investments, of $108.4 million for the first nine 
months of 1997. This compares with $103.6 million for the same period last 
year. The third quarter profit was $35.5 million, compared to $34.3 million 
reported in the third quarter of 1996.

Combined nine months earnings for the annuity and retirement services lines 
were $40.4 million, compared with $38.7 million reported for the first nine 
months of 1996. Low market interest rates and competitive pressures continue 
to affect our profit margins for the annuity and retirement services lines. 
Combined assets under management for both lines of business now total $10.6 
billion, up from the $9.7 billion at year end.

On September 3, 1997 we announced a strategic alliance to distribute SAFECO 
Life annuities through Washington Mutual's multi-state banking network. As a 
part of the alliance, we will acquire Washington Mutual's insurance 
subsidiary, WM Life Insurance Company. The $140 million acquisition is 
expected to be completed by year-end.

REAL ESTATE

SAFECO Properties' pretax income was $7.2 million for the first nine months 
of 1997, compared with $9.7 million in 1996. This decrease is primarily 
attributable to 1996 land sales not duplicated in 1997 and to the expensing 
of the carrying costs on a regional shopping center being renovated.

Our commercial and medical real estate properties continue to produce solid 
operating results. In addition, Redmond Town Center, our 1.4 million 
square-foot, mixed-use development in Redmond, Washington, celebrated its 
grand opening on September 18.

CREDIT

SAFECO Credit Company produced a record pretax profit of $15.6 million for 
the first nine months of 1997, compared with $14.0 million in the first nine 
months of 1996. Pretax income in the third quarter was also a quarterly high 
at $5.8 million, compared with $5.3 million in the second quarter. The 
results reflect continuing portfolio growth, low write-off and delinquency 
experience, and a decreasing operating expense ratio. Non-affiliate 
receivables and operating leases total $1.0 billion, representing a 16% 
annualized increase during 1997.

ASSET MANAGEMENT

The pretax income from asset management activities for the first nine months 
of 1997 was $4.3 million. This is higher than the $3.8 million earned during 
the same period last year, after excluding a $1.4 million one-time gain 
recognized in 1996. Our current results reflect




continued development costs in our efforts to increase the number of channels 
through which we sell our products. These efforts contributed to a 52% 
increase in assets under management since last year, which total a record 
$4.8 billion at September 30, 1997.

INVESTMENT PORTFOLIOS

During the quarter, we recognized a significant amount of gains on sale of 
investments. This was a result of the liquidation of approximately $600 
million of our securities portfolio, which was used in the acquisition of 
American States Financial Corporation.

The market value of our consolidated bond portfolio was $1.1 billion in 
excess of amortized cost at September 30, 1997, compared with $847 million at 
December 31, 1996. The market value of our equity securities portfolio was 
$885 million in excess of cost at September 30, 1997.

ACQUISITION OF AMERICAN STATES FINANCIAL CORPORATION

On October 1, 1997, we acquired American States Financial Corporation for 
$2.8 billion in cash plus the repayment of $300 million of American States' 
debt to its parent, Lincoln National Corporation. We have essentially 
completed our financing related to this acquisition as described below (in 
millions):

          Internal Funds           $  600
          Common Stock                596
          Capital Securities          842
          Senior Notes                200
          Commercial Paper            886
                                   ------
                                   $3,124
                                   ------
                                   ------

The fourth quarter of 1997 will be the first quarter that SAFECO and American 
States will operate as a combined entity.




                                        /s/ Roger H. Eigsti
                                       ------------------------------------
October 24, 1997                       Roger H. Eigsti
Seattle, Washington                    Chairman and Chief Executive Officer 



                      SAFECO CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                                (IN MILLIONS)





                                                             SEPTEMBER 30      DECEMBER 31
                                                                 1997             1996 
                                                                         
ASSETS
Investments:
  Fixed Maturities, at Market Value
    (Cost: 1997--$11,323.4; 1996--$11,270.5)...............  $12,154.1         $11,936.3
  Fixed Maturities, at Amortized Cost
    (Market Value: 1997--$3,005.2; 1996--$2,670.0).........    2,705.0           2,488.3
  Marketable Equity Securities, at Market Value
    (Cost: 1997--$518.2; 1996--$641.8).....................    1,403.5           1,298.8
  Real Estate..............................................      608.9             554.0
  Other Invested Assets....................................    3,842.9             612.1
                                                             ---------         ---------
    Total Investments......................................  $20,714.4          16,889.5

Finance Receivables........................................      929.4             829.0
Deferred Policy Acquisition Costs..........................      407.3             396.1
Other Assets...............................................    2,193.7           1,803.1
                                                             ---------         ---------
    Total..................................................  $24,244.8         $19,917.7
                                                             ---------         ---------
                                                             ---------         ---------
LIABILITIES AND SHAREHOLDERS' EQUITY
Losses, Adjustment Expense and Future Policy Benefits......  $ 2,148.5         $ 2,237.9
Unearned Premiums..........................................    1,010.8             946.9
Funds Held Under Deposit Contracts.........................   10,617.9           9,792.7
Debt.......................................................    3,022.9           1,233.5
Other Liabilities..........................................    2,010.3           1,591.4
                                                             ---------         ---------
    Total Liabilities......................................   18,810.4          15,802.4

Capital Securities.........................................      841.6                 -

Common Shareholders' Equity (Common shares issued and
  outstanding: 1997--126.3; 1996--126.3)...................    4,592.8           4,115.3
                                                             ---------         ---------
    Total..................................................  $24,244.8         $19,917.7
                                                             ---------         ---------
                                                             ---------         ---------
Book Value per Common Share...............................   $   36.35         $   32.58






                                              NINE MONTHS ENDED              THREE MONTHS ENDED
                                                 SEPTEMBER 30                   SEPTEMBER 30 
                                              1997          1996            1997          1996
                                            --------      --------         --------      --------
                                                                                
REVENUES
Property and Casualty....................   $1,957.2      $1,860.9         $  676.4      $  641.3
Life and Health..........................      204.0         199.0             69.0          66.7
Investment (Excluding Realized Gain).....      887.5         830.6            303.8         280.7
Real Estate..............................       51.3          57.1             18.6          17.5
Credit...................................       70.5          62.0             25.0          21.6
Asset Management.........................       18.7          16.5              6.9           5.2
Talbot Financial.........................       38.2          28.5             13.2           9.8
                                            --------      --------         --------      --------
     Total..............................    $3,227.4      $3,054.6         $1,112.9      $1,042.8
                                            --------      --------         --------      --------
                                            --------      --------         --------      --------




                    SAFECO CORPORATION AND SUBSIDIARIES
                 SUMMARY OF CONSOLIDATED INCOME (UNAUDITED)
                   (IN MILLIONS EXCEPT PER SHARE AMOUNTS)




                                                NINE MONTHS ENDED      THREE MONTHS ENDED
                                                  SEPTEMBER 30            SEPTEMBER 30
                                                 1997        1996       1997         1996

                                                                        
Income (Loss) before Realized Gain
and Income Taxes:
     Property and Casualty Insurance:
          Underwriting Gain (Loss)..........   $ 19.2       $ 31.9     $(11.7)      $ 25.4
          Net Investment Income.............    210.3        211.2       70.9         70.4
                                               ------       ------     ------       ------
               Total Property and Casualty..    229.5        243.1       59.2         95.8
     Life and Health Insurance..............    108.4        103.6       35.5         34.3
     Real Estate............................      7.2          9.7        1.7          3.2
     Credit.................................     15.6         14.0        5.8          5.3
     Asset Management.......................      4.3          5.2        1.9          1.4
     Corporate..............................     (2.9)        (6.1)      (1.4)        (2.5)
                                               ------       ------     ------       ------
               Total........................    362.1        369.5      102.7        137.5

Realized Investment Gain before Tax.........    105.6         69.5       64.8         16.7
                                               ------       ------     ------       ------
Income before Income Taxes..................    467.7        439.0      167.5        154.2
                                               ------       ------     ------       ------
Provision for Income Taxes on:
     Income before Realized Gain............     77.6         82.1       19.5         32.3
     Realized Investment Gain...............     36.1         24.2       22.8          5.9
                                               ------       ------     ------       ------
               Total........................    113.7        106.3       42.3         38.2
                                               ------       ------     ------       ------
Income before Distributions on
     Capital Securities.....................    354.0        332.7      125.2        116.0

Distributions on Capital Securities,
     Net of Tax.............................      3.5            -        3.5            -
                                               ------       ------     ------       ------
Net Income..................................   $350.5       $332.7     $121.7       $116.0
                                               ------       ------     ------       ------
                                               ------       ------     ------       ------
Net Income Per Share of Common Stock:
     Income before Realized Gain............   $ 2.23       $ 2.28     $  .63       $  .83
     Realized Gain..........................      .54          .36        .33          .09
                                               ------       ------     ------       ------
Net Income..................................   $ 2.77       $ 2.64     $  .96       $  .92
                                               ------       ------     ------       ------
                                               ------       ------     ------       ------
Dividends Paid to Common Shareholders.......   $  .90       $  .82     $  .32       $  .29