SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment # 5)*
Matria Healthcare, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
576817209
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(CUSIP Number)
August 2, 2004 (Date of Event Which Requires
Filing of this Statement) Check the appropriate box to
designate the rule pursuant to which this schedule is
filed:
(X) Rule 13d-1(b)
( ) Rule 13d-1(c)
( ) Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
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1) Name of Reporting Person Safeco Corporation
S.S. or I.R.S. Identifica-
tion No. of Above Person
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2) Check the Appropriate Box (a)
if a Member of a Group ___________________________
(See Instructions) (b)
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3) SEC Use Only
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4) Citizenship or Place of Organization State of Washington
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Number of (5) Sole Voting
Shares Bene- Power 0
ficially ___________________________________________________
Owned by (6) Shared Voting
Reporting Power 0
Person With ___________________________________________________
(7) Sole Disposi-
tive Power 0
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(8) Shared
Dispositive Power 0
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9) Aggregate Amount Beneficially 0
Owned by Reporting Person
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10) Check if the Aggregate
Amount in Row (9) Excludes
Certain Shares (See Instructions)
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11) Percent of Class Represented
by Amount in Row 9 0%
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12) Type of Reporting Person HC
(See Instructions)
_______________________________________________________________
Item 1(a). Name of Issuer: See front cover
Item 1(b). Address of Issuer Principal Executive Offices:
1850 Parkway Place SE, 12th Floor, Marietta, GA 30067
Item 2(a). Name of Person(s) Filing: See Item 1 on cover page (page 2).
Item 2(b). Address of Principal Business Office or, If None, Residence:
Safeco Corporation: Safeco Plaza, Seattle, WA 98185
Item 2(c). Citizenship: See Item 4 on cover page (page 2).
Item 2(d). Title of Class of Securities: See front cover page.
Item 2(e). CUSIP Number: See front cover page.
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the persons filing are:
(a) ( )Broker or Dealer registered under Section 15 of the Act.
(b) ( )Bank as defined in Section 3(a)(6) of the Act.
(c) ( )Insurance Company as defined in Section 3(a)(19)of the Act.
(d) ( )Investment Company registered under Section 8 of the
Investment Company Act of 1940.
(e) ( )Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
(f) ( )Employee Benefit Plan, Pension Fund which is subject to
provisions of Employee Retirement Income Security Act of
1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F).
(g) (X)Parent Holding Company in accordance with
Rule 13d-1(b)(ii)(G).
(h) ( )Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) ( )Church Plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act of 1940.
(j) ( )Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Item 4. Ownership:
Items (a) through (c): See items 1 and 5-11 of the cover page (page
2).
Safeco Corporation expressly declares that the filing of
this statement on Schedule 13G shall not be construed as an
admission that it was, for the purposes of Section 13(d) or
13(g) of the Securities and Exchange Act of 1934, the
beneficial owner of the securities covered by this
statement. The company is filing this statement because it
was considered an indirect beneficial owner of such
securities based on its ownership or control of one or more
investment companies which directly owned such shares.
Item 5. Ownership of 5% or Less of a Class:
As of August 2, 2004, Safeco Corporation has ceased to be a reporting
person because it no longer is the beneficial owner of more than 5% of
the common stock of Matria Healthcare, Inc.
Item 6. Ownership of More than 5% on Behalf of Another Person: Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Safeco Asset Management Company was the subsidiary on which Safeco
Corporation previously reported as a parent holding company. Safeco
Asset Management Company was the investment adviser to several
registered investment companies. Effective August 2, 2004, Safeco
Corporation sold its ownership interest in Safeco Asset Management
Company.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group. Not applicable.
Item 10.Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
were held in the ordinary course of business and were not
acquired and were not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
such securities and were not acquired and were not held in
connection with or as a participant in any transaction having
that purpose or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: September 8, 2004 Safeco Corporation
By /s/ Ronald L. Spaulding
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Ronald L. Spaulding
Senior Vice President and Treasurer