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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nu Skin Enterprises Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 67018T105 (CUSIP Number) 6/30/98 (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)) CUSIP No. 67018T105 __________________________________________________________________________ 1) Name of Reporting Person SAFECO Asset Management S.S. or I.R.S. Identifica- Company tion No. of Above Person __________________________________________________________________________ 2) Check the Appropriate Box (a) if a Member of a Group __________________________________ (See Instructions) (b) __________________________________________________________________________ 3) SEC Use Only __________________________________________________________________________ 4) Citizenship or Place of State of Washington Organization __________________________________________________________________________ Number of (5) Sole Voting Shares Bene- Power 0 ficially __________________________________________________________ Owned by (6) Shared Voting Reporting Power 1,861,200 Person With __________________________________________________________ (7) Sole Disposi- tive Power 0 ______________________________________________________ (8) Shared Dispositive Power 1,861,200 __________________________________________________________________________ 9) Aggregate Amount Bene- 1,861,200 (1) ficially Owned by Reporting Person __________________________________________________________________________ 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) __________________________________________________________________________ 11) Percent of Class Represented by Amount in Row 9 2.263% __________________________________________________________________________ 12) Type of Reporting Person IA (See Instructions) - ------------------------ (1) The Reporting Person disclaims any beneficial ownership of the shares reported on this joint 13G. The reported shares are owned beneficially by registered investment companies for which the Reporting Person serves as an adviser. Page 2 of 7 Pages CUSIP No. 67018T105 __________________________________________________________________________ 1) Name of Reporting Person SAFECO Corporation S.S. or I.R.S. Identifica- tion No. of Above Person __________________________________________________________________________ 2) Check the Appropriate Box (a) if a Member of a Group _________________________________ (See Instructions) (b) __________________________________________________________________________ 3) SEC Use Only __________________________________________________________________________ 4) Citizenship or Place of Organization State of Washington __________________________________________________________________________ Number of (5) Sole Voting Shares Bene- Power 0 ficially ___________________________________________________________ Owned by (6) Shared Voting Reporting Power 1,861,200 Person With ___________________________________________________________ (7) Sole Disposi- tive Power 0 ___________________________________________________________ (8) Shared Dispositive Power 1,861,200 __________________________________________________________________________ 9) Aggregate Amount Beneficially 1,861,200 (2) Owned by Reporting Person __________________________________________________________________________ 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) __________________________________________________________________________ 11) Percent of Class Represented by Amount in Row 9 2.263% __________________________________________________________________________ 12) Type of Reporting Person HC (See Instructions) __________________________________________________________________________ - ------------------------ (2) The Reporting Person disclaims any beneficial ownership of the shares reported on this joint 13G. The reported shares are owned beneficially by registered investment companies for which a subsidiary of the Reporting Person serves as adviser. Page 3 of 7 Pages CUSIP No. 67018T105 Item 1(a). Name of Issuer: See front cover Item 1(b). Address of Issuer Principal Executive Offices: 75 West Center Street, Provo, UT 84601 Item 2(a). Name of Person(s) Filing: See Item 1 on cover page (pp 2-3). Item 2(b). Address of Principal Business Office or, If None, Residence: SAFECO Corporation: SAFECO Plaza, Seattle, WA 98185 SAFECO Asset Management Company: 601 Union Street, Suite 2500, Seattle, WA 98101 Item 2(c). Citizenship: See Item 4 on cover page (pp 2-3). 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) (X) Investment Advisor 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). Page 4 of 7 Pages CUSIP No. 67018T105 Item 4. Ownership: Items (a) through (c): See items 1 and 5-11 of the cover pages (pp 2-3). SAFECO Asset Management Company and SAFECO Corporation expressly declare that the filing of this statement on Schedule 13G shall not be construed as an admission that they are, for the purposes of Section 13(d) or 13(g) of the Securities and Exchange Act of 1934, the beneficial owners of any securities covered by this statement. Each of such companies is filing this statement because it is considered an indirect beneficial owner of such securities based on its ownership or control of one or more investment companies which directly own such shares. Item 5. Ownership of 5% or Less of a Class: Not applicable. 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 is the subsidiary on which SAFECO Corporation is reporting as the parent holding company. SAFECO Asset Management Company is an investment adviser as specified in Item 12 on the cover page (p. 2), and reported shares are owned beneficially by registered investment companies for which SAFECO Asset Management Company serves as investment adviser. 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 are held in the ordinary course of business and were not acquired and are 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 are not held in connection with or as a participant in any transaction having that purpose or effect. Page 5 of 7 Pages CUSIP No. 67018T105 Exhibits. The statement required by Rule 13d-1(f) is attached as Exhibit A. 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: July 10, 1998 SAFECO Corporation By /s/ Ronald L. Spaulding ---------------------------------- Ronald L. Spaulding, Treasurer SAFECO Asset Management Company By /s/ Neal A. Fuller ---------------------------------- Neal A. Fuller, Secretary Page 6 of 7 Pages EXHIBIT A Agreement for filing Schedule 13-G. Pursuant to the requirements of Regulation 13d-1(d), SAFECO Corporation and SAFECO Asset Management Company each agree that Schedule 13-G filed by them with regard to Nu Skin Enterprises Inc.'s common stock is filed on behalf of each of them. Date: July 10, 1998 SAFECO Corporation By /s/ Ronald L. Spaulding ---------------------------------- Ronald L. Spaulding, Treasurer SAFECO Asset Management Company By /s/ Neal A. Fuller ---------------------------------- Neal A. Fuller, Secretary Page 7 of 7 Pages