SAFECO RESOURCE SERIES TRUST
497, 1997-04-30
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<PAGE>

- --------------------------------------------------------------------------------


SAFECO RESOURCE SERIES TRUST                                PROSPECTUS
SAFECO Plaza
Seattle, Washington   98185                                 APRIL 30, 1997


The Equity Portfolio (or the "Portfolio") described in this Prospectus is a
series of the SAFECO Resource Series Trust ("Trust"), an open-end, management
investment company consisting of six separate series.  Shares of the Trust are
offered to life insurance companies, which may or may not be affiliated with one
another ("Participating Insurance Companies"), for allocation to certain of
their separate accounts established for the purpose of funding variable life
insurance policies and variable annuity contracts ("Variable Contracts") and may
also be offered directly to qualified pension and retirement plans ("Qualified
Plans").


This Prospectus sets forth the information a prospective investor should know 
before investing. PLEASE READ AND RETAIN THE PROSPECTUS FOR FUTURE REFERENCE. 
A Statement of Additional Information, dated April 30, 1997 and incorporated 
herein by reference, has been filed with the Securities and Exchange 
Commission and is available at no charge upon request by calling 1-800-624-5711
or writing SAFECO Securities, Inc., SAFECO Plaza, Seattle, WA  98185.  The 
Statement of Additional Information and other information about the Portfolio
is also available on the Securities and Exchange Commission website at 
http://www.sec.gov. The Statement of Additional Information contains more 
information about most of the topics in this Prospectus as well as information 
about the trustees and officers of the Trust.


The EQUITY PORTFOLIO has as its investment objective to seek long-term growth of
capital and reasonable current income.  The Equity Portfolio ordinarily invests
principally in common stocks or securities convertible into common stocks.


                                        1
<PAGE>

There are market risks in all securities transactions. There is no assurance 
that the Portfolio will achieve its investment objective.  See "The Trust and 
the Equity Portfolio's Investment Policies" for more information.





THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

No dealer, salesperson or other person has been authorized to give any
information or to make any representation, other than those contained in this
Prospectus, and, if given or made, such other information or representations
must not be relied upon as having been authorized by the Trust or SAFECO
Securities.  This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy by the Trust or by SAFECO Securities in any
state in which such offer or solicitation may not lawfully be made.


                                        2
<PAGE>

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

Introduction to the Trust and the Portfolio  . . . . . . . . . . . . .    

Fund Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    

Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . .    

The Trust and the Equity Portfolio's Investment Policies . . . . . . .    

Portfolio Manager  . . . . . . . . . . . . . . . . . . . . . . . . . .    

Information about Share Ownership and Companies that Provide Services
to the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    

Persons Controlling the Trust. . . . . . . . . . . . . . . . . . . . .    

Sale and Redemption of Shares. . . . . . . . . . . . . . . . . . . . .    

Performance Information. . . . . . . . . . . . . . . . . . . . . . . .    

Portfolio Distributions and Tax Information. . . . . . . . . . . . . .    

Share Price Calculation. . . . . . . . . . . . . . . . . . . . . . . .    

Ratings Supplement . . . . . . . . . . . . . . . . . . . . . . . . . .    


                                        3
<PAGE>

- -------------------------------------------
INTRODUCTION TO THE TRUST AND THE PORTFOLIO
- -------------------------------------------

The Trust is a series investment company that currently issues shares
representing six mutual funds (the "Trust Portfolios"), only one of which, the 
Equity Portfolio, is offered through this Prospectus. The Equity Portfolio is a
diversified series of the Trust, an open-end, management investment company that
continuously offers to sell and to redeem (buy back) its shares at the current
net asset value per share without any sales or redemption charges or 12b-1 fees.
(See "Share Price Calculation" for more information.)

Shares of the Portfolio are issued and redeemed in connection with 
investments in and payments under certain Variable Contracts issued through 
separate accounts of Participating Insurance Companies.  Shares of the Trust 
may also be offered directly to Qualified Plans.  The Participating Insurance 
Companies and the Qualified Plans may or may not make all of the Trust 
Portfolios available for investment.

Although the Trust does not foresee any disadvantage to Variable Contract owners
arising out of the fact that the Trust may offer its shares to Qualified Plans
and for products offered by Participating Insurance Companies, the interests of
Variable Contract owners or Qualified Plan participants might at some time be in
conflict due to future differences in tax treatment or other considerations.
Therefore, the Trust's Board of Trustees intends to monitor events in order to
identify any material irreconcilable conflicts which may occur and to determine
what action, if any, should be taken in response to such conflicts.  If such a
conflict were to occur, one or more insurance company separate accounts or
Qualified Plans might withdraw its investment in the Trust, which might force
the Trust to sell portfolio securities at disadvantageous prices.  In addition,
the Trust's Board of Trustees may refuse to sell shares of any of the Trust 
Portfolios to any separate account or Qualified Plan or terminate the offering
of shares of any of the Trust Portfolios if such action is required by law or
regulatory authority or is in the best interests of the shareholders of any 
Trust Portfolio.


The Portfolio is managed by SAFECO Asset Management Company ("SAM").  SAM is
headquartered in Seattle, Washington and managed over $2.5 billion in mutual 
fund assets as of December 31, 1996.  SAM has been an advisor to mutual funds 
and other investment portfolios since 1973 and its predecessors have been such
advisers since 1932.  See "Information about Share Ownership and Companies that
Provide Services to the Trust" for more information.



                                        4
<PAGE>


There is a risk that the market value of the Portfolio's securities may
decrease and result in a decrease in the value of a shareholder's investment.
See "The Trust and the Equity Portfolio's Investment Policies" for more
information.


- -------------
FUND EXPENSES
- -------------


A.   SHAREHOLDER TRANSACTION EXPENSES FOR THE PORTFOLIO

                 Sales Load
Sales Load       Imposed on
Imposed on       Reinvested     Deferred        Redemption
Purchases        Dividends      Sales Load      Fees            Exchange Fees
- ---------        ---------      ----------      -----           -------------

None             None           None            None            None


                                        5
<PAGE>

B.   ANNUAL OPERATING EXPENSES
     (AS A PERCENTAGE OF AVERAGE NET ASSETS)


                                                               Total Annual
                                Management      Other          Operating  
Portfolio       12b-1 Fees      Fee             Expenses       Expenses   
- ---------       ----------      ---             -------------  -------------

Equity          None                 .70%           .02%            .72%

     The amounts shown are actual expenses incurred by the Equity 
     Portfolio for the fiscal year ended December 31, 1996.  

                                        6
<PAGE>

C.   EXAMPLE OF EXPENSES

You would pay the following expenses on a $1,000 investment assuming a 5% annual
return.  The example assumes that all dividends and other distributions are
reinvested and that the percentage amounts listed in "Total Annual Operating
Expenses" above remain the same in the years shown.


Portfolio        1 Year         3 Years         5 Years         10 Years
- ---------        ------         -------         -------         --------

Equity           $  7           $  23           $  40           $  89

The purpose of the table is to assist you in understanding the various costs and
expenses that an investor in the Portfolio would bear, directly or indirectly.
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES.  THE PORTFOLIO'S ACTUAL EXPENSES OR PERFORMANCE MAY BE GREATER OR LESS
THAN THOSE SHOWN.  THE ASSUMED 5% ANNUAL RETURN IS REQUIRED BY SECURITIES AND
EXCHANGE COMMISSION REGULATIONS APPLICABLE TO ALL MUTUAL FUNDS AND IT IS NOT A
PREDICTION OF, NOR DOES IT REPRESENT, PAST OR FUTURE EXPENSES OR THE PERFORMANCE
OF THE PORTFOLIO.

- --------------------
FINANCIAL HIGHLIGHTS
- --------------------


The amounts shown for the Portfolio in the Financial Highlights table that 
follows are based upon a single share outstanding throughout the period 
indicated.  The following selected data has been derived from
financial statements that have been audited by Ernst & Young LLP. The data
should be read in conjunction with the financial statements, related notes and
other financial information included in the Trust's annual report to
shareholders and incorporated by reference in the Trust's Statement of
Additional Information.  A copy of the Trust's Statement of Additional
Information may be obtained by calling the number on the front page of this
Prospectus.



                                        7

<PAGE>

FINANCIAL HIGHLIGHTS
(For a Share Outstanding Throughout the Period)

SAFECO RESOURCE SERIES TRUST - EQUITY PORTFOLIO

The supplemental financial information and performance data has been derived
from the Financial Statements and should be read in conjunction therewith.

<TABLE>
<CAPTION>
                                                                                                                    April 3, 1987
                                                                   Year Ended December 31                          (Initial Public
                                                                                                                       Offering)
                                     1996     1995     1994     1993     1992     1991     1990     1989     1988  To Dec. 31, 1987
                                 --------------------------------------------------------------------------------------------------
<S>                              <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>      <C>
NET ASSET VALUE AT BEGINNING
  OF PERIOD                        $19.24   $16.83   $17.02   $14.20   $13.48   $11.38   $12.35   $10.40    $8.63       $11.98

INCOME FROM INVESTMENT
  OPERATIONS:
   Net investment income              .34      .39      .31      .23      .20      .24      .25      .43      .29          .21
   Net realized and unrealized
     gain (loss) on investments      4.43     4.43     1.21     3.74      .89     2.82     (.90)    2.39     1.95        (2.63)
                                 -------- -------- -------- -------- -------- -------- -------- -------- --------  -----------

      Total from investment
        operations                   4.77     4.82     1.52     3.97     1.09     3.06     (.65)    2.82     2.24        (2.42)
                                 -------- -------- -------- -------- -------- -------- -------- -------- --------  -----------

LESS DISTRIBUTIONS:
   Dividends from net investment
     income                          (.34)    (.39)    (.31)    (.23)    (.20)    (.24)    (.25)    (.43)    (.29)        (.21)
   Distributions from capital
     gains                          (1.92)   (2.02)   (1.40)    (.92)    (.17)    (.72)    (.07)    (.44)    (.18)        (.72)
                                 -------- -------- -------- -------- -------- -------- -------- -------- --------  -----------

       Total distributions          (2.26)   (2.41)   (1.71)   (1.15)    (.37)    (.96)    (.32)    (.87)    (.47)        (.93)
                                 -------- -------- -------- -------- -------- -------- -------- -------- --------  -----------

NET ASSET VALUE AT END OF PERIOD   $21.75   $19.24   $16.83   $17.02   $14.20   $13.48   $11.38   $12.35   $10.40        $8.63
                                 -------- -------- -------- -------- -------- -------- -------- -------- --------  -----------
                                 -------- -------- -------- -------- -------- -------- -------- -------- --------  -----------

Total Return                       24.79%   28.63%    8.94%   27.92%    8.06%   26.85%   (5.21%)  27.11%   25.98%   (14.29%)+*

Net assets at end of period
  (000's omitted)                $263,067 $169,479 $102,321  $68,157  $36,064  $20,402   $9,742   $6,366   $3,256       $2,199
Ratio of expenses to average
  net assets                         .72%     .75%     .77%     .73%     .73%     .73%     .73%     .73%     .73%      .74% ++
Ratio of expenses to average
  net assets before expense
  reimbursement                       N/A      N/A     .78%        -        -        -        -        -        -            -
Ratio of net investment income
  to average net assets             1.72%    2.26%    1.98%    1.71%    1.80%    2.31%    2.71%    4.47%    3.08%      2.89%++
Portfolio turnover ratio           56.99%   69.18%   28.71%   41.35%   24.75%   43.60%   30.13%   50.74%   58.38%     91.62%++
Average Commission Rate Paid       $.0584       --       --       --       --       --       --       --       --           --
</TABLE>

 *  Unaudited
 +  Not annualized
 ++ Annualized


                                        8

<PAGE>

- --------------------------------------------------------
THE TRUST AND THE EQUITY PORTFOLIO'S INVESTMENT POLICIES
- --------------------------------------------------------

The Trust is a Delaware business trust established by a Trust Instrument dated
May 13, 1993.  The Trust currently consists of six series, each of which, 
including the Equity Portfolio, is a diversified series of the Trust.

The investment objective and investment policies for the Portfolio are
described below.  The Trust's Board of Trustees may change the Portfolio's
objective without shareholder vote, but no such change will be made without 30
days' prior written notice to shareholders of the Portfolio.  In the event the
Portfolio changes its investment objective, the new objective may not meet the
investment needs of every shareholder and may be different from the objective a
shareholder considered appropriate at the time of initial investment.

Unless otherwise stated, all investment policies and limitations described below
under "Investment Objective and Policies" and "Additional Investment Practices"
are non-fundamental and may be changed without shareholder vote.  If the
Portfolio follows a percentage limitation at the time of investment, a later
increase or decrease in values, assets or other circumstances will not be
considered in determining whether the Portfolio complies with the applicable
policy (except to the extent the change may impact the Portfolio's borrowing
limits.)

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Equity Portfolio is to seek long-term growth of
capital and reasonable current income.  The Equity Portfolio does not seek to
achieve both growth and income with every portfolio security investment.
Rather, it attempts to achieve a reasonable balance between growth and income on
an overall basis.

To pursue its objective, the Equity Portfolio:

1.   WILL INVEST PRINCIPALLY IN COMMON STOCKS SELECTED BY SAM PRIMARILY FOR
     APPRECIATION AND/OR DIVIDEND POTENTIAL AND FROM A LONG-RANGE INVESTMENT
     STANDPOINT.

2.   MAY INVEST UP TO 35% OF ITS TOTAL ASSETS IN SECURITIES CONVERTIBLE INTO
     COMMON STOCK (INCLUDING CORPORATE BONDS AND PREFERRED STOCK THAT CONVERT TO
     COMMON STOCKS, WHETHER AUTOMATICALLY AFTER A SPECIFIED PERIOD OF TIME OR AT
     THE OPTION OF THE ISSUER).  The Portfolio may invest in convertible
     securities if such securities offer a higher yield than an issuer's common
     stock and provide reasonable potential for capital appreciation.  The value
     of convertible securities will normally vary with the value of the


                                       9
<PAGE>

     underlying common stock.  The
     Portfolio may purchase corporate bonds and preferred stock that convert to
     common stock either automatically after a specified period of time or at
     the option of the issuer.  The Portfolio may purchase convertible
     securities which are investment grade, i.e., rated in the top four
     categories by either Standard & Poor's Corporation ("S&P") or Moody's
     Investors Service, Inc. ("Moody's").  Moody's deems securities rated in the
     fourth category (Baa) to have speculative characteristics. The Portfolio 
     may retain a convertible security that is down-graded to below investment
     grade after purchase.  The Portfolio will not hold more than 3% of its
     total assets in bonds that go into default on the payment of principal and
     interest after purchase. For a description of ratings, see the "Ratings 
     Supplement" in this Prospectus.


3.   MAY INVEST UP TO 10% OF TOTAL ASSETS IN REAL ESTATE INVESTMENT TRUSTS
     ("REITS").  REITs purchase real property, which is then leased, and make
     mortgage investments.  For federal income tax purposes, REITs attempt to
     qualify for beneficial "modified pass-through" tax treatment by annually
     distributing at least 95% of their taxable income.  If a REIT were unable
     to qualify for such tax treatment, it would be taxed as a corporation and
     the distributions made to its shareholders would not be deductible by it in
     computing its taxable income.  REITs are dependent upon the successful
     operation of properties owned and the financial condition of lessees and
     mortgagors.  The value of REIT units fluctuates depending on the underlying
     value of the real property and mortgages owned and the amount of cash flow
     (net income plus depreciation) generated and paid out.  In addition, REITs
     typically borrow to increase funds available for investment.  Generally,
     there is a greater risk associated with REITs that are highly leveraged.

4.   MAY INVEST UP TO 5% OF ITS TOTAL ASSETS IN CLOSED-END INVESTMENT COMPANIES
     AND INVESTMENT TRUSTS (OTHER THAN REITS).

5.   MAY PURCHASE FIXED-INCOME SECURITIES IN ACCORDANCE WITH BUSINESS AND
     FINANCIAL CONDITIONS.

6.   MAY INVEST IN DEBT SECURITIES WHOSE PERFORMANCE AND PRINCIPAL AMOUNT AT
     MATURITY IS LINKED TO A SPECIFIC EQUITY SECURITY OR SECURITIES INDEX.

The principal risk factor associated with the Equity Portfolio is that the
market value of its portfolio securities may decrease.

ADDITIONAL INVESTMENT PRACTICES

The Portfolio may also follow the investment practices described below:


1.   MAY HOLD CASH OR INVEST TEMPORARILY IN HIGH-QUALITY COMMERCIAL PAPER,
     CERTIFICATES OF DEPOSIT, SHARES OF NO-LOAD, OPEN-END MONEY MARKET FUNDS OR
     REPURCHASE AGREEMENTS. The Portfolio may purchase these short-term
     securities as a cash management technique under those circumstances where
     it has cash to manage for a short time period, for example, after receiving
     proceeds from dividend distributions or the sale of portfolio securities.
     With respect to repurchase agreements, the Portfolio will invest no more
     than 5% of its total assets in qualified repurchase agreements and will not
     purchase repurchase agreements that mature in more than seven days.



                                       10
<PAGE>

2.   MAY INVEST FOR SHORT-TERM PURPOSES WHEN SAM BELIEVES SUCH ACTION TO BE
     DESIRABLE AND CONSISTENT WITH SOUND INVESTMENT PROCEDURES. The Portfolio,
     however, will not engage primarily in trading for the purpose of short-term
     profits.  The Portfolio may dispose of securities whenever it is deemed 
     advisable without regard to the length of time the securities have been
     held.

3.   MAY EACH INVEST UP TO 5% OF NET ASSETS IN WARRANTS. Warrants are options to
     buy a stated number of shares of common stock at a specified price any time
     during the life of the warrant.


4.   MAY INVEST UP TO 10% OF TOTAL ASSETS IN RESTRICTED SECURITIES ELIGIBLE FOR
     RESALE UNDER RULE 144A ("RULE 144A SECURITIES"), PROVIDED THAT SAM HAS
     DETERMINED THAT SUCH SECURITIES ARE LIQUID UNDER GUIDELINES ADOPTED BY THE
     BOARD OF TRUSTEES.  Restricted securities may be sold only in offerings
     registered under the Securities Act of 1933, as amended ("1933 Act"), or in
     transactions exempt from the registration requirements under the 1933 Act.
     Rule 144A under the 1933 Act provides an exemption for the resale of
     certain restricted securities to qualified institutional buyers.  Investing
     in restricted securities may increase the Portfolio's illiquidity to the
     extent that qualified institutional buyers or other buyers become
     unwilling, for a time, to purchase the securities.  As a result, the
     Portfolio may not be able to sell these securities when its investment
     adviser deems it advisable to sell, or may have to sell them at less than
     fair value.  In addition, market quotations are sometimes less readily
     available for restricted securities.  Therefore, judgment may at times play
     a greater role in valuing these securities than in the case of unrestricted
     securities.


5.   MAY INVEST IN AMERICAN DEPOSITARY RECEIPTS ("ADRS"), WHICH REPRESENT
     SECURITIES ISSUED BY A FOREIGN ISSUER.  ADRs are registered receipts
     evidencing ownership of an underlying foreign security.  They are typically
     issued in the United States by a bank or trust company.  ADRs involve risks
     in addition to risks normally associated with securities issued by domestic
     issuers, including the possibility of adverse political or economic
     developments in foreign countries.  Foreign companies may not be subject to
     accounting standards or governmental supervision comparable to U.S.
     companies and there may be less public or less current information about
     their operations.  In addition to the risks of foreign investment
     applicable to the underlying securities, ADRs may also be subject to the
     risks that the foreign issuer may not be obligated to cooperate with the
     U.S. bank or trust company, or that such information in the U.S. market may
     not be current.  ADRs which are structured without sponsorship of the
     issuer of the underlying foreign security may also be subject

                                       11
<PAGE>

     to the risk that the foreign issuer may not provide financial and other
     material information to the U.S. bank or trust company issuer.

FUNDAMENTAL POLICIES

The Portfolio is subject to the following fundamental policies which cannot be
changed without shareholder vote:

1.   MAY NOT INVEST MORE THAN 5% OF ITS TOTAL ASSETS IN THE SECURITIES OF ANY
     ONE ISSUER (OTHER THAN SECURITIES ISSUED BY THE U.S. GOVERNMENT, ITS
     AGENCIES OR INSTRUMENTALITIES), EXCEPT THAT UP TO 25% OF THE VALUE OF
     THE PORTFOLIO'S ASSETS (NOT INCLUDING SECURITIES ISSUED BY ANOTHER
     INVESTMENT COMPANY) MAY BE INVESTED WITHOUT REGARD TO THIS LIMIT;

2.   MAY NOT, WITH RESPECT TO 100% OF THE VALUE OF ITS TOTAL ASSETS, PURCHASE
     MORE THAN 10% OF THE OUTSTANDING VOTING SECURITIES OF ANY ONE ISSUER (OTHER
     THAN U.S. GOVERNMENT SECURITIES);

3.   MAY NOT PURCHASE SECURITIES OF ANY ISSUER (OTHER THAN OBLIGATIONS OF, OR
     GUARANTEED BY, THE U.S. GOVERNMENT, ITS AGENCIES OR INSTRUMENTALITIES) IF
     SUCH PURCHASE WOULD CAUSE MORE THAN TEN PERCENT (10%) OF ANY CLASS OF
     SECURITIES OF SUCH ISSUER TO BE HELD BY THE PORTFOLIO;

4.   MAY NOT INVEST MORE THAN 25% OF THE TOTAL ASSETS IN ANY ONE INDUSTRY.
     SECURITIES OF FOREIGN BANKS AND FOREIGN BRANCHES OF U.S. BANKS ARE
     CONSIDERED TO BE ONE INDUSTRY.  The Portfolio will not concentrate its
     assets in particular industries.  The 25% limitation does not apply to 
     obligations issued or guaranteed by the U.S. Government, its agencies or
     instrumentalities or to certificates of deposit or bankers' acceptances
     issued by domestic banks; and

5.   MAY BORROW MONEY ONLY FOR TEMPORARY OR EMERGENCY PURPOSES FROM A BANK OR
     AFFILIATE OF SAFECO CORPORATION AT AN INTEREST RATE NOT GREATER THAN THAT
     AVAILABLE FROM COMMERCIAL BANKS.  The Portfolio will not borrow amounts in
     excess of 5% of its total assets.  The Portfolio intends to exercise its
     borrowing authority primarily to meet shareholder redemptions under
     circumstances where redemptions exceed available cash.


                                       12


For more information, see the "Investment Policies" and "Additional 
Investment Information" sections of the Trust's Statement of Additional 
Information.

<PAGE>

- -----------------
PORTFOLIO MANAGER
- -----------------


The manager for the Equity Portfolio is Richard D. Meagley, Vice President, SAM.
Mr. Meagley began serving as portfolio manager for the Portfolio in 1995.  He is
also the portfolio manager for certain other SAFECO Funds.  Prior to these
positions he served as portfolio manager and analyst from 1992 to 1994 for
Kennedy Associates, Inc., an investment advisory firm located in Seattle,
Washington.  He was an Assistant Vice President of SAM and the fund manager of
the SAFECO Northwest Fund from 1991 to 1992.

The portfolio manager and certain other persons related to SAM and the
Portfolio are subject to written policies and procedures designed to prevent
abusive personal securities trading.  Incorporated within these policies and
procedures are recommendations made by the Investment Company Institute (the
trade group for the mutual fund industry) with respect to personal securities
trading by persons associated with mutual funds.  Those recommendations include
preclearance procedures and blackout periods when certain personnel may not
trade in securities that are the same or related securities being considered for
purchase or sale by the Portfolio.



- ---------------------------------------------------------------------
INFORMATION ABOUT SHARE OWNERSHIP AND COMPANIES THAT PROVIDE SERVICES
TO THE TRUST
- ---------------------------------------------------------------------


Shares of the Portfolio represent equal proportionate interests in the assets
of the Portfolio only and have identical voting, dividend, redemption,
liquidation and other rights.  All shares issued are fully paid and non-
assessable, and shareholders have no preemptive or other right to subscribe to
any additional shares.

Shares of the Trust may be owned by the separate accounts of Participating
Insurance Companies and by Qualified Plans (see


                                       13
<PAGE>

"Introduction to the Trust and the Portfolio").  Pursuant to the Investment
Company Act of 1940 (the "1940 Act"), Participating Insurance Companies will
solicit voting instructions from Variable Contract owners with respect to any
matters that are presented to a vote of shareholders.  See the separate account
prospectus for the Variable Contract for more information regarding the pass-
through of these voting rights.  With respect to Qualified Plans, the Trustees
of such plans will vote the shares held by the Qualified Plans, except that in
certain cases such shares may be voted by a named fiduciary or an investment
manager pursuant to the Employee Retirement Security Act of 1974.  There is no
pass-through voting to the participants in the Qualified Plans.

On any matter submitted to a vote of shareholders, all shares of the Trust
Portfolios then issued and outstanding and entitled to vote shall be voted in
the aggregate and not by portfolio except for matters concerning only a 
portfolio. Certain matters approved by a vote of all shareholders of the
Trust may not be binding on a portfolio whose shareholders have not
approved such matter. The holders of each share of a Trust Portfolio shall be
entitled to one vote for each full share and a fractional vote for each
fractional share.  Shares of one Trust Portfolio may not bear the same economic
relationship to the Trust as another Trust Portfolio.

The Trust does not intend to hold annual meetings of shareholders of the 
Trust Portfolios.  The Trustees will call a special meeting of shareholders 
of a Trust Portfolio only if required by the 1940 Act, in their written 
discretion, or upon the written notice of holders of 10% or more of the 
outstanding shares of the Trust Portfolio entitled to vote.

Under Delaware law, the shareholders of the Trust Portfolios will not be 
personally liable for the obligations of any Trust Portfolio; a shareholder 
is entitled to the same limitation of personal liability extended to 
shareholders of corporations. To guard against the risk that Delaware law 
might not be applied in other states, the Trust Instrument requires that 
every written obligation of the Trust or a Trust Portfolio contain a statement 
that such obligation may only be enforced against the assets of the Trust or 
the Trust Portfolio and generally provides for indemnification out of Trust 
or the Trust Portfolio's property of any shareholder nevertheless held 
personally liable for Trust or a Trust Portfolio's obligations, respectively.

SAM is the investment adviser for the Portfolio under an agreement with the
Trust.  Under the agreement, SAM is responsible for the overall management of
the Trust's and the Portfolio's business affairs.  SAM provides investment
research, advice, management and supervision to the Trust and the Portfolio.
Consistent with the Portfolio's investment objectives and policies, SAM
determines what securities will be purchased, retained or sold by the
Portfolio, and implements those decisions.  The Portfolio's turnover rate
is set forth in the "Financial Highlights" section. The Portfolio's turnover
rate will vary from year to year.  A high portfolio turnover rate involves
correspondingly higher transaction costs in the form of broker commissions,
dealer spreads and other costs that the Portfolio will bear directly. The
Portfolio pays SAM


                                       14
<PAGE>

an annual management fee of .74% of the Portfolio's net assets ascertained each
business day and paid monthly.

The distributor of the Portfolio's shares under an agreement with the Trust is
SAFECO Securities, Inc. ("SAFECO Securities"), a broker-dealer registered under
the Securities Exchange Act of 1934 and a member of the National Association of
Securities Dealers, Inc.  SAFECO Securities is not compensated by the Trust or
the Portfolio for these services.

The transfer, dividend and distribution disbursement and shareholder servicing
agent for the Portfolio under an agreement with the Trust is SAFECO Services
Corporation ("SAFECO Services").  SAFECO Services is not compensated by the
Trust or the Portfolio for these services.


- -----------------------------
PERSONS CONTROLLING THE TRUST
- -----------------------------


As of the date of this prospectus, SAFECO Life Insurance Company ("SAFECO 
Life") controlled the Equity Portfolio.  SAFECO Life is a stock life 
insurance company incorporated under the laws of Washington, with 
headquarters at 15411 N.E. 51st Street, Redmond, Washington. SAFECO Life is a 
wholly-owned subsidiary of SAFECO Corporation, and is an affiliated company 
of SAM, SAFECO Securities and SAFECO Services, the investment adviser, 
principal underwriter and transfer agent, respectively, of the Trust.  SAFECO 
Life advanced all costs for the organization of the Trust.  SAFECO 
Corporation, SAM, SAFECO Securities and SAFECO Services have their principal 
place of business at SAFECO Plaza, Seattle, Washington  98185.

- -----------------------------
SALE AND REDEMPTION OF SHARES
- -----------------------------


The Portfolio is a series of SAFECO Resource Series Trust, a Delaware business
trust, which issues an unlimited number of shares of beneficial interest.  The
Board of Trustees may establish additional series of shares of the Trust without
the approval of shareholders.


Shares are sold to the separate accounts of Participating Insurance Companies
and may also be sold to Qualified Plans.  Shares of the Portfolio are purchased
and redeemed at net asset value.  Redemptions will be effected by the separate
accounts to meet obligations under the Variable Contracts and by the Qualified
Plans.  Variable Contract owners and Qualified Plan participants do not deal
directly with the Trust with


                                       15
<PAGE>

respect to acquisition or redemption of shares.  The Board of Trustees of the
Trust may refuse to sell shares of the Portfolio to any person, or may suspend
or terminate the offering of shares of the Portfolio if such action is required
by law or by any regulatory authority having jurisdiction or is, in the sole
discretion of the Trustees acting in good faith and in light of their fiduciary
duties under federal and any applicable state laws, necessary in the best
interests of the shareholders of the Portfolio.


- -----------------------
PERFORMANCE INFORMATION
- -----------------------


The Portfolio's yield, effective yield, total return and average annual total
return may be quoted in advertisements.  Performance figures are indicative only
of past performance and are not intended to represent future investment results.
The yield and share price of the Equity Portfolio will fluctuate and your
shares, when redeemed, may be worth more or less than you originally paid for
them.


Yield is the annualization on a 360-day basis of the Portfolio's net income per
share over a 30-day period divided by the Portfolio's net asset value per share
on the last day of the period.  Total return is the total percentage change in
an investment in the Portfolio, assuming the reinvestment of dividends and
capital gains distributions over a stated period of time.  Average annual total
return is the annual percentage change in an investment in the Portfolio,
assuming the reinvestment of dividends and capital gains distributions, over a
stated period of time.

RANKINGS

From time to time, the Portfolio may advertise its rankings.  Rankings are
calculated by independent companies that monitor mutual fund performance (e.g.
CDA Technologies, Lipper Analytical Services, Inc. and Morningstar, Inc.) and
are reported periodically in national financial publications such as BARRON'S,
BUSINESS WEEK, FORBES, INVESTOR'S BUSINESS DAILY, MONEY MAGAZINE and THE WALL
STREET JOURNAL.  In addition, non-standardized performance figures may accompany
the standardized figures described


                                       16
<PAGE>


above.  Non-standardized figures may be calculated in a variety of ways,
including but not necessarily limited to, different time periods and different
initial investment amounts.  The Portfolio may also compare its performance to
the performance of the Standard & Poor's 500 Index and other relevant indices.
Performance information and quoted rankings are indicative only of past 
performance and are not intended to represent future investment results.


OTHER CHARGES

The Portfolio does not impose a sales charge.  However, other charges payable by
all shareholders include investment advisory fees.  These charges affect the
Portfolio's calculation of yield, effective yield, total return and average
annual total return.


- -------------------------------------------
PORTFOLIO DISTRIBUTIONS AND TAX INFORMATION
- -------------------------------------------


The Portfolio intends to continue to elect and to qualify as a regulated
investment company under Subchapter M of the Internal Revenue Code by
distributing substantially all of its net investment income and net capital
gains to its shareholders (the separate accounts of Participating Insurance
Companies and Qualified Plans) and meeting other requirements of the Internal
Revenue Code relating to the sources of its income and diversification of its
assets.

The Portfolio is treated as a separate entity for federal income tax purposes
and, therefore, the investments and results of the Trust Portfolios are not
aggregated for purposes of determining net ordinary income (loss) or net
realized capital gains (losses).


All dividends are distributed to shareholders (separate accounts of
Participating Insurance Companies and Qualified Plans) and will be automatically
reinvested in Trust shares.  Dividends and distributions made by the Portfolio
to the separate accounts are taxable, if at all, to the Participating Insurance
Companies; they are not taxable to Variable Contract owners. Dividends and
distributions made by the Portfolio to Qualified Plans are not taxable to the
Qualified Plans or to the participants thereunder.


In addition to the diversification requirements in Subchapter M, the Portfolio
is required to satisfy diversification requirements of Section 817(h) of the
Internal Revenue Code and the Investment Company Act.  Failure to comply with
the requirements of Section 817(h) could result in taxation of the insurance
company and immediate taxation of the owners of variable annuity and variable
life insurance contracts to the full extent of appreciation under the contracts.

Variable Contract owners should refer to the prospectuses relating to their
contracts regarding the federal income tax treatment of ownership of such
contracts.  ALSO SEE Distributions and Tax Information in the Statement of
Additional Information.


                                       17
<PAGE>

- -----------------------
SHARE PRICE CALCULATION
- -----------------------


The net asset value per share of the Portfolio is determined by subtracting the
liabilities of the Portfolio from its assets, valued at market, and dividing the
result by the number of outstanding shares.  Shares of the Portfolio 
are sold and redeemed at the net asset value next determined after receipt
by the transfer agent of the sales order or request for redemption in good
order.  There is no sales charge.  Net asset value per share is computed as of
the close of regular trading of the New York Stock Exchange (currently  1:00
P.M. Pacific Time) each day that the Exchange is open for trading.

For the purpose of computing the net asset value per share for the Equity
Portfolio, securities are valued on the basis of valuations provided by a
pricing service approved by the Trust's Board of Trustees. In general, portfolio
securities are valued at the last reported sale price on the national exchange
on which the securities are primarily traded, unless there are no transactions
in which case they shall be valued at the last reported bid price.  Securities
traded over-the-counter are valued at the last sale price, unless there is no
reported sale price in which case the last reported bid price will be used. 
Portfolio securities that are traded on a stock exchange and over-the-counter
are valued according to the broadest and most representative market.  For bonds
and other fixed income securities, this usually is the over-the-counter market.
Long-term corporate bonds and securities not traded on a national exchange shall
be valued based on consideration of information with respect to transactions in
similar securities, quotations from dealers and various relationships between
securities.  Other assets for which a representative value cannot be established
are valued at their fair value as determined in good faith by or under the
direction of the Trust's Board of Trustees.

                                       18
<PAGE>

- ------------------
RATINGS SUPPLEMENT
- ------------------



Ratings by Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's 
Ratings Services, a division of the McGraw-Hill Companies ("S&P"), represent 
the respective opinions of those organizations as to the investment quality 
of the rated obligations.  Investors should realize these ratings do not 
constitute a guarantee that the principal and interest payable under these 
obligations will be paid when due.


DESCRIPTION OF DEBT RATINGS

MOODY'S

Investment Grade:


Aaa -- Judged to be of the best quality.  They carry the smallest degree of 
investment risk and are generally referred to as "gilt edged."  Interest 
payments are protected by a large or an exceptionally stable margin and 
principal is secure.  While the various protective elements are likely to 
change, such changes as can be visualized are most unlikely to impair the 
fundamentally strong position of such issues.



Aa -- Judged to be of high quality by all standards.  Together with the Aaa 
group they comprise what are generally known as high-grade bonds.  They are 
rated lower than the best bonds because margins of protection may not be as 
large as in Aaa securities or fluctuation of protective elements may be of 
greater amplitude or there may be other elements present which make the 
long-term risks appear somewhat larger than in Aaa securities.

A -- Possess many favorable investment attributes and are to be considered 
upper medium-grade obligations.  Factors giving security to principal and 
interest are considered adequate but elements may be present which suggest a 
susceptibility to impairment sometime in the future.

Baa -- Considered as medium-grade obligations (i.e., they are neither highly 
protected nor poorly secured).  Interest payments and principal security 
appear adequate for the present but certain protective elements may be 
lacking or may be characteristically unreliable over any great length of 
time.  Such bonds lack outstanding investment characteristics and have, in 
fact, speculative characteristics as well.

Non-Investment Grade:


Ba -- Judged to have speculative elements; their future cannot be considered 
as well-assured.  Often the protection of interest and principal payments may 
be very moderate and thereby not well safeguarded during both good and bad 
times over the future.  Uncertainty of position characterizes bonds in this 
class.

                                       19
<PAGE>

B -- Generally lack characteristics of a desirable investment.  Assurance of 
interest and principal payments or of maintenance of other terms of the 
contract over any long period of time may be small.

Caa -- Have poor standing.  Such issues may be in default or there may be
present elements of danger with respect to principal or interest.

Ca -- Represent obligations which are speculative to a high degree.  Such 
issues are often in default or have other marked shortcomings.

C -- The lowest-rated class of bonds, and issues so rated can be regarded as 
having extremely poor prospects of ever attaining any real investment 
standing.

S&P

Investment Grade:

AAA -- Highest rating assigned by S&P.  Capacity to pay interest and repay
principal is extremely strong.


AA -- Very strong capacity to pay interest and repay principal.  Differs from
the highest rated issues only in small degree.


A -- Strong capacity to pay interest and repay principal, although it is 
somewhat more susceptible to the adverse effects of changes in circumstances 
and economic conditions than debt in higher-rated categories.

BBB -- Adequate capacity to pay interest and repay principal.  Whereas it 
normally exhibits adequate protection parameters, adverse economic conditions 
or changing circumstances are more likely to lead to a weakened capacity to 
pay interest and repay principal for debt in this category than in 
higher-rated categories.

Non-Investment Grade:


BB, B, CCC, CC, and C -- Regarded as having predominantly speculative 
characteristics with respect to capacity to pay interest and repay principal. 
"BB" indicates the least degree of speculation and "C" the highest.  While 
such debt will likely have some quality and protective characteristics, these 
are


                                       20
<PAGE>


outweighed by large uncertainties or major risk exposures to adverse 
conditions.

C1 -- Reserved for income bonds on which no interest is being paid.



D  -- In payment default. D rating category is used when interest payments or
      principal payments are not made on the date due, even if the applicable 
      grace period has not expired, unless S&P believes that such payment will
      be made during such grace period.
 
      Plus (+) or Minus (-): Ratings from "AA" to "CCC" may be modified by the 
      addition of a plus or minus sign to show relative standing within the 
      major rating categories.




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