<PAGE> 1
November 14, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, DC 20549
Gentlemen:
Re: Rule 24f-2 Notice for
SAFECO Common Stock Trust
Registration No. 33-36700
The following information is supplied by SAFECO Common Stock Trust ("Trust")
pursuant to Rule 24f-2 under the Investment Company Act of 1940 ("Act"):
1. The fiscal year for which this Notice is filed ended September 30,
1995.
2. The number of shares of beneficial interest of the Trust registered
pursuant to the Securities Act of 1933 other than pursuant to Section
24(f) of the Act which were unsold at September 30, 1995, was zero.
3. No shares of beneficial interest of the Trust were registered during
the fiscal year ended September 30, 1995, other than pursuant to
Section 24(f) of the Act.
4. The number of shares of beneficial interest of the Trust sold during
the fiscal year ended September 30, 1995, was 58,479,842.
5. The number of shares of beneficial interest of the Trust sold during
the fiscal year ended September 30, 1995, pursuant to Section 24(f) of
the Act was 58,479,842.
Enclosed are the following:
1. An opinion of counsel with respect to the shares of beneficial
interest referred to in paragraph 5 above.
2. Four additional conformed copies of this Notice and the opinion of
counsel referred to above.
<PAGE> 2
Securities and Exchange Commission
Page 2
Very truly yours,
SAFECO COMMON STOCK TRUST
/s/ Neal A. Fuller
Vice President and Controller
Enc.
*Information with respect to calculation of filing fee pursuant to Rule
24f-2(c).
(1) Actual aggregate sale price of such shares:
$ 951,967,154
(2) Actual aggregate redemption price of shares redeemed during fiscal
year ended September 30, 1995: $ 892,731,125
(3) Actual aggregate redemption price of such redeemed shares applied
pursuant to Section 24e-2(a) of the Act: $ 0
(4) Difference between (2) and (3): $ 892,731,125
(5) Difference between (1) and (4): $ 59,236,029
(6) Pursuant to Section 6(b) of the Securities Act of 1933 the following
is a calculation of the fee due: $ 59,236,029 x 0.000200 = $ 11,847
<PAGE> 3
November 14, 1995
SAFECO Common Stock Trust
SAFECO Plaza
Seattle, WA 98185
Gentlemen:
I have acted as counsel for SAFECO Common Stock Trust ("Trust") with respect to
the filing of a 24f-2 Notice in connection with its registration of an
indefinite number of shares of beneficial interest of the Trust under the
Securities Act of 1933 pursuant to Section 24(f) of the Investment Company Act
of 1940 and Rule 24f-2 thereunder. I have examined the Rule 24f-2 Notice dated
November 14, 1995, and such other documents and records and questions of law as
I have considered necessary or appropriate for the purposes of this opinion
and, on the basis of such examination, it is my opinion that:
1. The Trust was duly established under the laws of the state of Delaware
by a Trust Instrument dated May 13, 1993, and is at the present time
validly existing as a business trust under the laws of the state of
Delaware.
2. The Trust is authorized to issue an unlimited number of shares of
beneficial interest with par value of.001 cent per share, of which
64,432,983 shares (consisting of 11,149,747 shares of the SAFECO
Growth Fund series, 39,097,156 shares of the SAFECO Equity Fund
series, 11,399,770 shares of the SAFECO Income Fund series and
2,786,310 shares of the SAFECO Northwest Fund series) have been issued
and were outstanding and held by shareholders of the Trust on
September 30, 1995. My opinion with respect to the number of shares
issued and outstanding is based on a written certificate from the
transfer agent of the Trust, SAFECO Services Corporation.
3. The issue and sale of 58,479,842 shares of beneficial interest of the
Trust, the registration of which is made definite by the filing of the
Rule 24f-2 Notice described above, has been duly authorized by all
necessary action on the part of the Trust and such shares when sold
were regularly issued, fully paid and non-assessable shares of the
Trust.
I consent to the filing of this opinion along with the Rule 24f-2 Notice
described above.
Very truly yours,
/s/ Bibb L. Strench
Legal Counsel
