SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                  SCHEDULE 13G



                    Under the Securities Exchange Act of 1934
                                (Amendment # 2)*


                             Matria Healthcare, Inc.
                             -----------------------
                                (Name of Issuer)


                                  Common Stock
                                  ------------
                         (Title of Class of Securities)


                                    576817209
                                    ---------
                                 (CUSIP Number)

                 December 31, 2001 (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))




--------------------------------------------------------------
1)       Name of Reporting Person           SAFECO Common Stock Trust
         S.S. or I.R.S. Identification
         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 Delaware
         Organization
---------------------------------------------------------------
Number of       (5) Sole Voting
Shares Bene-         Power                  0
ficially
Owned by       ___________________________________________________
Reporting       (6) Shared Voting
Person With         Power                   657,575
                  ---------------------------------------------------
                (7) Sole Dispositive
                    Power                         0
                  ---------------------------------------------------
                (8) Shared Dispositive
                    Power                   657,575
______________________________________________________________
9)       Aggregate Amount Beneficially
         Owned by Reporting Person          657,575
---------------------------------------------------------------
10)      Check if the Aggregate
         Amount in Row (9) Excludes
         Certain Shares (See Instructions)
---------------------------------------------------------------
11)      Percent of Class
         Represented by Amount in Row 9     7.5%
---------------------------------------------------------------
12)      Type of Reporting Person           IV
         (See Instructions)





-------------------------------------------------------------
 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                956,075
Person With       ___________________________________________________
                (7) Sole Dispositive
                       Power                0
                  ---------------------------------------------------
                (8) Shared
                        Dispositive Power   956,075
______________________________________________________________
9)       Aggregate Amount Beneficially
         Owned by Reporting Person          956,075(1)
---------------------------------------------------------------
10)      Check if the Aggregate
         Amount in Row (9) Excludes
         Certain Shares (See Instructions)
---------------------------------------------------------------
11)      Percent of Class Represented
         by Amount in Row 9                10.9%
---------------------------------------------------------------
12)      Type of Reporting Person           IA
         (See Instructions)

--------
1    The Reporting Person  disclaims any beneficial  ownership of 942,325 of the
     shares  reported  on this  joint  13G.  Those  reported  shares  are  owned
     beneficially  by  registered  investment  companies for which the Reporting
     Person serves as an adviser,  and include the shares reported in this joint
     13G by SAFECO Common Stock Trust.






---------------------------------------------------------------
 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                956,075
Person With       ___________________________________________________
                (7) Sole Disposi-
                       tive Power           0
                  ---------------------------------------------------
                (8) Shared
                        Dispositive Power   956,075
---------------------------------------------------------------
9)       Aggregate Amount Beneficially      956,075(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                 10.9%
---------------------------------------------------------------
12)      Type of Reporting Person           HC
         (See Instructions)
 _______________________________________________________________
2    The Reporting Person  disclaims any beneficial  ownership of 942,325 of the
     shares  reported  on this  joint  13G.  Those  reported  shares  are  owned
     beneficially by registered  investment  companies for which a subsidiary of
     the Reporting Person serves as adviser,  and include the shares reported in
     this joint 13G by SAFECO Common Stock Trust.





Item 1(a).        Name of Issuer:  See front cover

Item 1(b).        Address of Issuer Principal Executive Offices:

                  1850 Parkway Place, 12th Floor, Marietta, GA  30067

Item 2(a).        Name of Person(s) Filing:  See Item 1 on cover page (pp 2-4).

Item 2(b).        Address of Principal Business Office or, If None, Residence:

                  SAFECO Common Stock Trust:
                               10865 Willows Road NE, Redmond, WA  98052

                  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 2-4).

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)      (X)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).


Item 4.  Ownership:

                  Items (a) through (c): See items 1 and 5-11 of the cover pages
                  (pp 2-4).

                  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
                  942,325 of the 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. 3), 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.








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:    January 11, 2002                            SAFECO Corporation



                                                By       /s/ Ronald L. Spaulding
                                           -------------------------------------
                                                  Ronald L. Spaulding, Treasurer


                                                     SAFECO Common Stock Trust



                                                By       /s/ Ronald L. Spaulding
                                           -------------------------------------
                                                  Ronald L. Spaulding, Treasurer


                                                 SAFECO Asset Management Company



                                                By       /s/ David H. Longhurst
                                           -------------------------------------
                                                   David H. Longhurst, Secretary






                                    EXHIBIT A



Agreement for filing Schedule 13-G.

Pursuant to the requirements of Regulation 13d-1(d), SAFECO Corporation, SAFECO
Asset Management Company, and SAFECO Common Stock Trust each agree that Schedule
13-G filed by them with regard to Matria Healthcare, Inc.'s common stock is
filed on behalf of each of them.


Date: January 11, 2002                               SAFECO Corporation




                                                By       /s/ Ronald L. Spaulding
                                           -------------------------------------
                                                  Ronald L. Spaulding, Treasurer


                                                     SAFECO Common Stock Trust



                                                By       /s/ Ronald L. Spaulding
                                           -------------------------------------
                                                  Ronald L. Spaulding, Treasurer


                                                 SAFECO Asset Management Company



                                                By       /s/ David H. Longhurst
                                           -------------------------------------
                                                   David H. Longhurst, Secretary