LIBERTY ALL STAR EQUITY FUND
N-30B-2, 1995-06-08
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[BACK COVER] 

LIBERTY ALL-STAR EQUITY FUND 

Federal Reserve Plaza, Boston, Massachusetts 02210-2214 

Fund Manager 
Liberty Asset Management Company 
One Financial Center, Boston, Massachusetts 02111-2621 

Independent Auditors 
KPMG Peat Marwick LLP 
One Boston Place, Boston, Massachusetts 02108 

Investor Assistance 
Custodian, Transfer and Dividend 
Disbursing Agent and Registrar 

State Street Bank and Trust Company 
P.O. Box 8200, Boston, Massachusetts 02266-8200 
1-800-LIB-FUND [1-800-542-3863] 

Legal Counsel 
Bingham, Dana & Gould 
150 Federal Street, Boston, Massachusetts 02110 

Trustees 
Robert J. Birnbaum* 
James E. Grinnell* 
Richard W. Lowry* 
Richard I. Roberts 

Officers 
Richard I. Roberts, Chairman, Board of Trustees 
Richard R. Christensen, President 
Peter L. Lydecker, Treasurer and Controller 
John A. Benning, Secretary 

New York Stock Exchange Trading Symbol: USA 

*Member of the audit committee. 

Notice is hereby given in accordance with Section 23(c) of the Investment 
Company Act of 1940, as amended, that the Fund may from time to time purchase 
its shares of beneficial interest in the open market when the shares are 
trading at a discount of 10 percent or more from their net asset value. 

[Liberty All-Star Equity Fund Logo (Statue of Liberty) 

Printed with Soybean Inks 

["Recycled" logo] Printed on Recycled Paper 

[FRONT COVER] 

[Liberty All-Star Equity Fund Logo (Statue of Liberty) 
LIBERTY 
ALL-STAR 
EQUITY FUND 
1st 
Quarter Report 
1995 

<PAGE> 
Liberty ALL-STAR Equity Fund 

First Quarter Report 
Chairman's Letter 

To Our Fellow Shareholders:                                     April 20, 1995 

The net asset value (NAV) of a common share of ALL-STAR rose from $9.26 on 
December 31, 1994 to $9.83 on March 31, 1995, after deducting the cash 
distribution of 24 cents paid to shareholders during the quarter. 

The market price of a share of ALL-STAR traded in a range from $8.50 to $9.75 
before closing the quarter at $9.625. The ending price represented a discount 
to NAV of 2.1 percent, compared with a discount to NAV of 8.2 percent on 
December 31, 1994. The first quarter was the strongest for stocks in some 
time, in fact since 1991. As may be seen in the box, ALL-STAR gained 8.8%, 
which compared with 7.9% for the Lipper Growth and Income Mutual Fund Average 
and 9.7% for the Standard and Poor's 500 Index. 

Although there was still some concern about valuation levels, new all-time 
highs were established for several of the well-known stock market averages 
spurred by reduced concern about higher future interest rates, dampened 
inflation, and expanding corporate profits. This, despite a disturbingly weak 
dollar. 

During the quarter, there was a reversal in investors' emphasis toward better 
quality stocks which helped ALL-STAR. A continuation of the trend would 
provide a friendly foundation for the future. The LAMCO letter which follows 
elaborates on this theme. 

Our manager interview this quarter is timely. Jim McClennen emphasizes Cooke 
and Bieler's dedication to high quality companies as the cornerstone of their 
value style. 

Fund Performance for the first quarter and latest 12 months earned by 
ALL-STAR's Portfolio Managers, after fees and expenses. Figures shown are 
total returns, which include dividends and capital gains. 

                                               First           Latest 
                                              Quarter         12 Months 
ALL-STAR                                        8.8%            11.1% 
Lipper Growth & Income Mutual Fund 
   Average                                      7.9%            10.2% 
S&P 500 Stock Index                             9.7%            15.5% 
Dow Jones Industrial Average                    9.2%            17.5% 
ALL-STAR Price Range                           8-1/2 to         8-1/4 to 
                                               9-3/4           10-3/4 
ALL-STAR Discount/Premium Range                -8.7% to        -10.2% to 
                                               -0.8%            +9.0% 

Investor Returns for first quarter and latest 12 months earned by ALL-STAR 
shareholders, with distributions reinvested in shares acquired from ALL-STAR 
at NAV or in the open market through the Dividend Reinvestment Program. The 
12-month returns assume that shareholders fully participated in the September 
1994 rights offering. 
                                               First           Latest 
                                              Quarter         12 Months 
Shares Valued at Net Asset Value                8.8%           11.2% 
Shares Valued at Market Price                  16.1%            7.3% 

Sincerely, 

/s/ Richard I. Roberts 

Richard I. Roberts 
Chairman 
Board of Trustees 
Liberty ALL-STAR Equity Fund 

<PAGE> 
First Quarter Report 
President's Letter 

To Our Fellow Shareholders:                                     April 20, 1995 

As discussed in the preceding Chairman's letter, investors turned their 
interest toward higher quality stocks in the first quarter. The highest 
ranked stocks in terms of quality reversed their negative performance in 1994 
and 1993 and did well in the first quarter, as shown in the table below. The 
lowest ranked stocks went from being the best performers in 1993 and 1994 to 
being the worst performers in the first quarter of 1995. As we pointed out in 
the 1994 annual report, ALL-STAR was designed as a core equity investment 
and, therefore, has a natural bias towards the stocks of high quality 
companies. 

                               First 
                              Quarter                         1993 & 1994 
S&P Stock Ranking           1995 Return     1994 Return     Two Year Return 

A+ (highest ranking)            +8.8%           -2.4%             -3.7% 
A                               +8.0            -7.5              -7.5 
A-                              +7.7            -7.1               0.0 
B+                              +8.1            -5.2              +5.9 
B                               +7.1            -1.8             +20.8 
B-                              +8.6            +1.9             +26.7 
C & D (lowest ranking)          +2.2            +6.3             +41.5 

The portfolio characteristics on page 3 show that ALL-STAR has better average 
characteristics than the S&P 500 as measured by the lower average debt/total 
capital ratio (33% vs. 34%), higher five year earnings growth per share (21% 
vs. 18%), higher five year sales per share growth (12% vs. 9%) and higher 
return on equity (23% vs. 21%). 

With these better than average characteristics, coupled with the recent trend 
toward quality being back in favor, ALL-STAR appears to be well positioned 
for the future. 

Sincerely, 

/s/ Richard R. Christensen 

Richard R. Christensen 
President, Liberty Asset Management Company and 
Liberty ALL-STAR Equity Fund 

<PAGE> 
Commentary 

Managers' Differing Investment Styles 
Are Reflected in Portfolio Characteristics 
The Portfolio Characteristics table on this page is a regular feature of 
ALL-STAR shareholder reports. It serves as a useful tool for understanding 
the value of a multi-managed portfolio. The characteristics are different for 
each of ALL-STAR's five investment managers. These differences are a 
reflection of the fact that each pursues an individual Investment Style. The 
shaded column highlights the characteristics of the ALL-STAR Fund, while the 
final column shows portfolio characteristics for the entire S&P 500 Stock 
Index. 

The Styles practiced by ALL-STAR's five investment managers are: 

Cooke & Bieler, Inc./Value-- 
Companies with sound fundamentals: seasoned, well-managed and financially 
strong. 

Oppenheimer Capital/Value-- 
Contrarian holdings being overlooked and undervalued by investors. 

Palley-Needelman Asset Management, Inc./Value-- 
Large capitalization companies with attractive valuations, sound fundamentals 
and good prospects 

Columbus Circle Investors/Growth-- 
Companies whose growing earnings are not fully reflected in their share 
prices. 

Provident Investment Counsel, Inc./Growth-- 
Companies with fast growing earnings and bright prospects. 

Portfolio Characteristics 
as of 
March 31, 1995 
<TABLE>
<CAPTION>
                                               VALUE STYLES                GROWTH STYLES 
                                      Cooke                                                              S&P 
                                        &                    Palley-  Columbus                Total      500 
                                     Bieler   Oppenheimer   Needelman   Circle  Provident  ALL-STAR     Index 
<S>            <C>                   <C>         <C>          <C>       <C>        <C>       <C>        <C>
Portfolio       1. Number of 
                   Holdings              32          31           44        51         61       181        500 
                2. Percent in Top 
                   Ten                   43%         40%          30%       28%        37%       14%        18% 
Size and Debt   3. Average Sales 
                   or Revenues 
                   (billions)        $ 12.4      $ 10.2       $ 20.5    $ 14.9     $  8.3    $ 13.2     $ 21.9 
                4. Average 
                   Debt/Capital 
                   Ratio                 20%         48%          39%       26%        24%       33%        34% 
Profitability   5. Average Return 
                   on Total 
                   Capital               19%         13%          11%       17%        18%       16%        14% 
                6. Average Return 
                   on Equity             23%         22%          21%       24%        24%       23%        21% 
Growth          7. Average 5-Year 
                   Sales 
                   Per Share 
                   Growth                 7%         12%           8%       13%        18%       12%         9% 
                8. Average 5-Year 
                   Earnings 
                   Per Share 
                   Growth                12%         20%          19%       23%        28%       21%        18% 
Yield           9. Dividend 
                   Yield                3.0%        1.8%         2.8%      1.3%       0.7%      1.9%       2.7% 
               10. Average 5-Year 
                   Dividend 
                   Payout Ratio          52%         30%          45%       32%        17%       36%        47% 
Valuation      11. Average 
                   Price/Earnings 
                   Ratio              16.5x       14.0x        14.6x     18.5x      23.5x     16.9x      15.7x 
               12. Average 
                   Price/Book 
                   Value Ratio         3.0x        2.5x         2.3x      3.3x       4.7x      3.0x       2.7x 
</TABLE>

<PAGE> 
LIBERTY ALL-STAR EQUITY FUND 

Major Stock Changes in the 
First Quarter 

The following are the major ($2.5 million or 
more) stock changes--both additions and 
reductions--that were made in ALL-STAR's 
portfolio during the first quarter of 1995. 
                                                 Shares 
                                                                  Held 
Name                            Additions      Reductions       3-31-95 

Intel Corp.                       87,700                        145,300 
Nokia Corp. ADR                   77,000                         77,000 
Penney (J.C.) Co., Inc.          100,000                        100,000 
PepsiCo., Inc.                    95,600                        185,600 
Shawmut National Corp.           100,000                        100,000 
Westinghouse Electric Corp.      182,400                        182,400 

The Boeing Co.                                   (88,700)       151,700 
Caterpillar, Inc.                                (62,400)             0 
Circuit City Stores, Inc.                       (149,900)             0 
Compaq Computer Corporation                     (144,900)             0 
CPC International, Inc.                          (70,000)             0 
General Electric Co.                             (65,000)       145,800 
H&R Block, Inc.                                  (76,300)             0 
International Flavours and 
  Fragrances, Inc.                               (89,000)             0 
Martin Marietta Corp.                            (81,800)             0 
Motorola, Inc.                                   (44,600)       174,000 
R.R. Donnelley & Sons Co.                       (135,000)             0 
YPF Sociedad Anonima ADR 
  Class D                                       (190,000)       107,200 

1995 Annual Meeting 
At ALL-STAR's 1995 Annual Meeting held on April 27, shareholders reelected 
Richard Lowry and elected Robert Birnbaum as Trustees, ratified portfolio 
management agreements with the successors to Columbus Circle Investors and 
Provident Investment Counsel, Inc., and ratified the selection of KPMG Peat 
Marwick as the Fund's Independent Auditors for the current year. 

Shareholders' 
Investment Growth 

A report on per-share 
values, distributions and 
reinvestment since 
ALL-STAR's inception 

Since its inception, ALL-STAR has maintained an optional Automatic Dividend 
Reinvestment and Cash Repurchase Plan, whereby distributions are 
automatically used to acquire additional shares of ALL-STAR. In addition, 
three rights offerings have allowed investors to acquire additional shares. 
The rights offering in April 1992 allowed investors to acquire one share at 
$10.05 for every ten shares held, the one in October 1993 allowed investors 
to acquire one share at $10.41 for every 15 shares held; and the one in 
September 1994 allowed investors to acquire one share at $9.14 for every 15 
shares held. 

As the graph on the facing page shows, an original share, including the 
rights offering and dividend reinvestment shares, has grown to a net asset 
value of $29.74 (3.03 shares times the current $9.83 net asset value per 
share) and a market price value of $29.12 (3.03 times $9.625). Excluding the 
rights offering shares, an original share has grown to 2.45 shares. Thus, the 
original share has grown to a net asset value of $24.12 (2.45 shares times 
the current $9.83 net asset value per share) and a market price value of 
$23.61 (2.45 times $9.625). 

Long-Term Investment 
Performance Update 
Annualized through March 31, 1995 
                              1-1/4 Years     3-1/4 Years      5-1/4 Years 
                                 Since           Since            Since 
                                12/31/93        12/31/91        12/31/89 

ALL-STAR                           6.2%            7.3%           11.8% 
ALL-STAR 
  (Distributions 
  Reinvested)                      6.3%            7.3%           12.1% 
Lipper Growth & Income 
  Mutual Fund Average              5.3%            8.0%            9.1% 
Standard & Poor's 
  500 Stock Index                  8.8%            8.8%           10.2% 
Dow Jones Industrial
  Average                         11.5%           11.9%           11.6% 
<PAGE> 


[Mountain chart]

Oct 86          9.30
Dec 86          9.11
Mar 87         11.03
Jun 87         11.23
Sep 87         10.87
Dec 87          7.90
Mar 88          8.29
Jun 88          8.43
Sep 88          8.28
Dec 88          8.29
Mar 89          8.60
Jun 89          9.07
Sep 89          9.82
Dec 89          9.58
Mar 90          9.14
Jun 90          9.72
Sep 90          8.23
Dec 90          8.92
Mar 91         10.18
Jun 91          9.87
Sep 91         10.33
Dec 91         11.20
Mar 92         10.56
Jun 92         10.24
Sep 92         10.45
Dec 92         10.78
Mar 93         10.75
Jun 93         10.56
Sep 93         10.79
Dec 93         10.40
Mar 94          9.85
Jun 94          9.48
Sep 94          9.69
Dec 94          9.26
Mar 95          9.83


<TABLE>
<CAPTION>
                                                                                            Price 
             Shares                                                                          Per 
             Owned                  Shares      Shares     Shares      NAV(1)      Total    Share 
               at        Per      Purchased    Acquired     Owned        Per        NAV      at       Total 
           Beginning    Share      Through     Through     at End       Share       of       End      Price 
               of      Distri-  Reinvestment    Rights       of        at End     Shares     of       Shares 
Year         Period    butions     Program     Offering    Period     of Period    Owned   Period     Owned 
<S>          <C>       <C>           <C>        <C>         <C>        <C>        <C>      <C>        <C>
1987         1.00      $1.18         .14          --        1.14       $ 7.90     $ 9.01        6     $ 6.85 
1988         1.14      $0.64         .11          --        1.25       $ 8.29     $10.33    7-1/4     $ 9.04 
1989         1.25      $0.95         .16          --        1.40       $ 9.58     $13.43    8-1/4     $11.57 
1990         1.40      $0.90         .17          --        1.57       $ 8.92     $13.99    7-3/4     $12.16 
1991         1.57      $1.02         .17          --        1.74       $11.20     $19.49   10-3/4     $18.71 
1992         1.74      $1.07         .20        0.18(2)     2.12       $10.78     $22.81   11-1/8     $23.54 
1993         2.12      $1.25(5)      .25        0.14(3)     2.52       $10.40     $26.20   11-1/8     $28.03 
1994         2.52      $1.00         .28        0.16(4)     2.95       $ 9.26     $27.34    8-1/2     $25.09 
1995 
1st 
Quarter      2.95      $0.24         .07          --        3.03       $ 9.83     $29.74    9-5/8     $29.12 
</TABLE>
1) Net Asset Value  2) Rights offering completed in April 1992. One share 
offered at $10.05 for every 10 shares owned.  3) Rights offering completed in 
October 1993. One share offered at $10.41 for every 15 shares owned. 
4) Rights offering completed in September 1994. One share offered at $9.14 
for every 15 shares owned.  5) Includes the $0.18 per share tax credit passed 
through to shareholders, which was assumed to be reinvested at the year-end 
price of 11-1/8. 

<PAGE> 
LIBERTY ALL-STAR EQUITY FUND 

Top 50 
Holdings 
As of 
March 31, 1995 

<TABLE>
<CAPTION>
                Rank 
                as of                                                   Value          % of 
     Rank     12/31/94                  Security Name                  ($000)       Net Assets 
      <S>       <C>        <C>                                         <C>            <C>
       1          1        Royal Dutch Petroleum Co.                   14,520         1.9% 
       2         72        Intel Corp.                                 12,332         1.6% 
       3          7        International Business Machines Corp.        9,907         1.3% 
       4         11        May Dept Stores Co                           9,620         1.3% 
       5          2        Motorola Inc.                                9,505         1.3% 
       6          6        Capital Cities/ABC Inc.                      9,443         1.3% 
       7         13        Hewlett-Packard Co.                          9,389         1.2% 
       8         14        Avon Products, Inc.                          9,178         1.2% 
       9          9        United Healthcare Corp.                      9,088         1.2% 
      10         10        U.S. Healthcare Inc.                         8,990         1.2% 
      11          5        Microsoft Corp.                              8,848         1.2% 
      12          8        Home Depot Inc.                              8,823         1.2% 
      13          3        The Boeing Co                                8,173         1.1% 
      14         12        Citicorp                                     8,096         1.1% 
      15         17        Monsanto Company                             8,017         1.1% 
      16          4        General Electric Co.                         7,891         1.0% 
      17         20        Federal Home Loan Mortgage Corp.             7,744         1.0% 
      18         16        Marsh & McLennan Companies, Inc.             7,556         1.0% 
      19         31        Oracle Systems Corp.                         7,473         1.0% 
      20         94        PepsiCo Inc.                                 7,238         1.0% 
                           L.M. Ericsson Telefonaktiebolaget ADR 
      21         19        Class E                                      7,158         0.9% 
      22         21        Procter & Gamble Co.                         6,903         0.9% 
      23         32        Dover Corp.                                  6,799         0.9% 
      24         28        McDonnell Douglas Corp.                      6,690         0.9% 
      25         24        Exxon Corp.                                  6,675         0.9% 
      26         50        Raytheon Co.                                 6,632         0.9% 
      27         15        Unilever N.V.                                6,563         0.9% 
      28         36        Medtronic Inc.                               6,480         0.9% 
                           Readers Digest Association Inc. 
      29         18        Class A                                      6,449         0.9% 
      30         29        Union Camp Corp.                             6,448         0.9% 
      31         27        Merck & Co.                                  6,394         0.8% 
      32         66        American Telephone & Telegraph               6,360         0.8% 
      33         30        Pacific Telesis Group                        5,899         0.8% 
      34         34        The Gillette Co.                             5,869         0.8% 
      35         23        AMP Inc.                                     5,846         0.8% 
      36         35        First Data Corp.                             5,820         0.8% 
      37         25        The Dun & Bradstreet Corp.                   5,789         0.8% 
      38         37        Triton Energy Corp.                          5,738         0.8% 
      39         38        Applied Materials, Inc.                      5,705         0.8% 
      40         41        Progressive Corp.                            5,688         0.8% 
      41        NEW        Nokia Corp. ADR                              5,660         0.8% 
      42         49        AFLAC Inc.                                   5,653         0.7% 
      43         40        EXEL Limited                                 5,516         0.7% 
      44         44        Corning Inc.                                 5,494         0.7% 
      45         48        Browning-Ferris Industries Inc               5,369         0.7% 
      46         42        Warnaco Group, Inc, Class A                  5,363         0.7% 
      47         52        Sprint Corp.                                 5,294         0.7% 
      48         47        Arrow Electronics Inc.                       5,266         0.7% 
      49                   Computer Associates International, 
                 65        Inc.                                         5,255         0.7% 
      50         43        Genuine Parts Co.                            5,196         0.7% 
</TABLE>

<PAGE> 
ALL-STAR 

James C. A. McClennen 
Cooke & Bieler 

Manager Profile 

Building Better Returns On Quality, Value, Research and Low Risk 

Cooke & Bieler is one of ALL-STAR's five investment managers. A Value style
manager, the firm invests primarily in the stocks of well managed companies
which are industry leaders and are characterized by sound finances and high
profitability. Consistency and predictability of earnings and dividend growth
are highly prized. Intense fundamental analysis is performed on all potential
portfolio holdings. Recently, we had the opportunity to visit again with James
C. A. McClennen, Senior Partner and Director of the firm.

LAMCO: Since it has been two years since we have interviewed you for a 
quarterly report, please review Cooke & Bieler's investment approach. 

McClennen: Our approach is built on three cornerstones: quality, value and 
intensive research. 

LAMCO: Can you elaborate on these cornerstones? 

McClennen: Low risk is a function of value and quality. 

As for research, we visit at least 150 companies a year. We look very closely 
at what makes these companies succeed, and we get to know them very well. 

Addressing value, our primary measures are dividend yield, cash flow and 
earnings growth. We like a portfolio that yields as much as or more than the 
stock market and is composed of companies with much-above-average potential 
for future dividend growth. 

To us, quality derives from financial strength and excellence of management. 
Start with strong balance sheets: typically, the companies in which we invest 
have half the debt-to-total capital ratios of the average company. Next, the 
companies have a very high return on equity--and because they're under- 
leveraged that is a true measure of profitability. In addition, they sell 
products or services to reasonably stable markets, they have differentiated 
products and they are the low-cost manufacturer. The companies also have very 
sound financial management. 

LAMCO: Of those three cornerstones, is there any one that is receiving 
particular emphasis at this time or has changed in importance recently? 

McClennen: No. I should point out that we have always focused on the high 
quality aspect of the philosophy. Being a low-risk type manager, this is 
essential if we are going to deliver strong relative performance during flat 
or down markets, such as we had in 1994. 

LAMCO: Please share with us your view of what happened in domestic equity 
markets during the first three months of 1995? 

McClennen: After a period of rather poor performance in 1994, the stock 
market, as measured by the S&P 500 Index, performed very well in the first 
quarter of 1995. The 9.7% total return posted by the S&P 500 Index was the 
best quarterly result since the first quarter of 1991. Like the most recent 
quarter, the first quarter of 1991 followed a difficult year in the U.S. 
equity market. Unlike 1991, when investors saw signs of improvement in a 
receding U.S. economy, the strong performance posted this year comes at a 
time when investors are looking at an 

                                                           Continued on page 8 

<PAGE> 
Continued from page 7 

economy that is in the advanced stages of expansion. Thus, the recent strength
of the U.S. stock market is somewhat surprising, but seems to be generally
attributable to investors' feelings that the actions taken by the Federal
Reserve during 1994 will slow the U.S. economy and relieve mounting inflationary
pressures without creating a full-blown recession. Additionally, the demand for
U.S. equities was stimulated during the quarter by the flow of investment funds
from certain high risk, emerging markets--where economic problems have recently
become very serious--to "safe havens" like the U.S. equity market.

In the context of this very strong quarter, several observations can be made 
regarding trends in the U.S. equity market. First, the stocks of higher 
quality companies outperformed the stocks of lower quality companies. This 
trend, which began in the fourth quarter of 1994, is characteristic of a 
volatile market with anxious participants. We believe that these conditions 
will prevail for some time because valuation characteristics are particularly 
favorable for high quality relative to low quality. Second, companies that 
have operations in Europe and Japan benefited in the first quarter from the 
precipitous decline of the dollar against those currencies. Because larger 
companies tend to have more meaningful international operations, they benefit 
more from a dollar devaluation than do smaller, more domestically-oriented 
companies. It follows that the stocks of larger companies did well relative 
to smaller companies during the first quarter. Third, although the stocks of 
economically-sensitive companies rallied in response to investors' 
increasing conviction that economic recession can be avoided this cycle, the 
stock prices of more defensive companies continued to do relatively well, as 
has been the case for the past six to 12 months. Finally, the stocks of 
companies that are sensitive to interest rate movements did very well during 
the quarter as a result of the fact that interest rates have steadily 
declined thus far in 1995. 

'In the context of this very strong quarter, 
several observations can be made regarding 
trends...first, the stocks of higher 
quality companies outperformed the stocks of 
lower quality companies.' 

LAMCO: Can you elaborate on your belief that conditions should remain 
favorable for high quality stocks relative to low quality? 

McClennen: Yes, I think it's worth noting that three measures of value favor 
high quality over low. First, the price-to-cash flow ratios of higher 
quality companies are lower than the price-to-cash flow measures for lower 
quality companies. Secondly, another measure of value is price-to-sales, and 
in that case, as well, high quality companies are selling at lower multiples 
than are low quality companies. Finally, specific to our portfolio, the 
relative price/earnings ratios are currently lower than the five-year 
average price/earnings ratios of this same group of companies. So, there are 
three measures that indicate high quality is priced very attractively. 

As a general observation, I think that there is a tendency for high quality 
to be priced down when the economy is very strong and when interest rates are 
low. The opposite occurs when interest rates are rising and the economy is 
slowing. 

LAMCO: You refer to the stock prices of "more defensive companies" doing well 
in the first quarter, continuing a trend begun last year. Could you elaborate 
on that a bit? 

McClennen: Starting in 1994, investors began to worry 

<PAGE> 
ALL-STAR 

about an economic slow-down or recession. As a result of tightening by the 
Federal Reserve, defensive companies began to do better. I would cite the 
healthcare industry, in particular, which also has had the benefit recently 
of less concern about federal regulations and the resulting effect on their 
pricing power. 

LAMCO: There has been some investor concern about the weak dollar, in spite 
of the favorable currency translation for American multinationals. What is 
your opinion? 

McClennen: We would be concerned if the dollar was weak because our currency 
is being debased by our monetary policy and inflation was moving up. But, we 
think what we are seeing here is not so much a weak dollar but a strong yen 
and deutschemark. I think the thing we should look at is a basket of 
commodities, particular noting the price of oil and gold. If those are not 
going up and are just trading in a range, then the issue is not our policy, 
but those of Japan and Germany. So far, it looks like the Federal Reserve has 
been on a true course and that we may not see a substantial increase in 
inflation. 

LAMCO: Last year you were bullish on interest rate-sensitive stocks. Do you 
still feel that way? 

McClennen: We are less bullish right now because prices have risen 
considerably and you do not have as good value as you had six months ago. 
But, we do not think the trend is over yet. We are in sort of a hold mode 
right now. 

LAMCO: Please discuss some stocks that you have held in the ALL-STAR 
portfolio for a long period. 

McClennen: We would single out Dover Corporation and Avery-Dennison as two 
long-term holdings that we like very much. The Dover position has been held 
since 1990. This company is a highly diversified manufacturer that actively 
pursues acquisitions. Normally, we avoid companies that aggressively make 
acquisitions, but Dover is an exception because the company's management is 
astute at identifying well-managed, medium-sized manufacturing companies and 
is highly disciplined as to the price it pays for them. Our holding of 
Dover's stock over time represents a good example of how we add value to the 
ALL-STAR portfolio by reducing or increasing a position based on the 
disciplined use of our valuation methodology. 

'...there are three measures that 
indicate high quality is priced very 
attractively...I think that there is a 
tendency for high quality to be priced down 
when the economy is very strong and when 
interest rates are low.' 

LAMCO: You are referring to your dividend discount model? 

McClennen: Yes, we use a proprietary dividend discount model, but that's just 
one of many tools we use when making buy/sell decisions. 

LAMCO: Tell us about Avery-Dennison. 

McClennen: We have held a position in this stock since late 1991. This 
company is the world's leading manufacturer of pressure-sensitive materials 
and is also a leading producer of office products. Our interest in the 
company stemmed from on-site visits with the company's top management team. 
We identified improvements in the way the company was being managed and took 
advantage of a stock price depressed because of problems associated with the 
company's acquisition of Dennison Manufacturing. Avery-Dennison has 
aggressively repurchased its shares since the acquisition. Total shares 
outstanding have been reduced by almost 12 percent over the past three years. 
We like businesses that are inherently profitable enough to 

                                                          Continued on page 10 

<PAGE> 
ALL-STAR 

Continued from page 9 

generate free cash flow, and we applaud a management that is disciplined 
enough to use the excess cash to raise dividends and repurchase shares. 

LAMCO: What about some newcomers to the ALL-STAR portfolio? 

McClennen: Let me talk about two additions we made during the first quarter. 
The first is McGraw-Hill, a company with interests in the publishing and 
information services industries. By purchasing in 1993 the 50 percent 
interest in MacMillan that it did not already own, McGraw-Hill became the 
nation's largest elementary and secondary school publisher. The company 
benefits from growth in the financial services industry through its ownership 
of Standard & Poor's rating services, the number one factor in the rating 
services business. McGraw-Hill also publishes Business Week magazine and 
several other industry-specific magazines and journals These businesses 
dominate their respective industries and generate significant amounts of free 
cash. After making several ill-conceived acquisitions that contributed to 
poor stock price performance, management is now properly disciplined to use 
the free cash flow in value-enhancing ways. 

The other addition to the portfolio was Service Corp. International, the 
largest provider of funeral services in the world. Service Corp.'s management 
has designed and successfully implemented a strategy for acquiring funeral 
homes in highly-populated areas so as to create value by sharing costs. This 
well-focused approach has positioned the company as the most efficient 
operator of funeral homes and services. Because the funeral services business 
is highly fragmented and Service Corp. still has a small share of the total 
market, there is a substantial opportunity for the company to continue to 
grow rapidly by driving consolidation in the industry. 

<PAGE> 
Schedule of Investments as of March 31, 1995 
(Unaudited) 

Common Stocks (96.3%) 

                                        Shares       Market Value 
Aerospace (2.0%) 
The Boeing Co.                         151,700        $ 8,172,837 
McDonnell Douglas Corp.                120,000          6,690,000 
                                                       14,862,837 
Auto Manufacturing (0.8%) 
General Motors Corp.                   147,100          6,229,138 

Auto Parts (0.7%) 
Genuine Parts Co.                      130,300          5,195,712 

Banks (3.6%) 
Ahmanson (H.F.) & Co.                  139,100          2,503,800 
Bank of New York, Inc.                  75,000          2,465,625 
Citicorp                               190,500          8,096,250 
CoreStates Financial Corp.             120,000          3,840,000 
Shawmut National Corp.                 100,000          2,637,500 
State Street Boston Corp.              145,000          4,621,875 
Wachovia Corp.                          88,000          3,124,000 
                                                       27,289,050 
Broadcasting & Cable (2.6%) 
British Sky Broadcasting Group PLC 
  ADS (a)                               60,000          1,477,500 
Cabletron Systems, Inc. (a)             40,000          1,795,000 
Capital Cities/ABC, Inc.               107,000          9,442,750 
Ericsson (L.M.) Telefonaktiebolaget 
  ADR, Class B                         115,800          7,157,887 
                                                       19,873,137 
Business Services (2.3%) 
The Dun & Bradstreet Corp.             110,000          5,788,750 
First Data Corp.                       112,200          5,820,375 
First Financial Management Corp.        53,100          3,836,475 
Reuters Holdings PLC ADS                35,900          1,651,400 
                                                       17,097,000 
Chemicals (2.7%) 
Hercules, Inc.                          39,000          1,818,375 
The Lubrizol Corp.                     108,000          3,807,000 
Monsanto Co.                            99,900          8,016,975 
Sherwin-Williams Co.                   124,000          4,200,500 
Sigma-Aldrich Corp.                     68,500          2,654,375 
                                                       20,497,225 
Computers & Business Equipment (9.8%) 
Applied Materials, Inc. (a)            103,500          5,705,437 
Automatic Data Processing, Inc.         50,000          3,150,000 
Computer Associates International, 
  Inc.                                  88,500          5,254,687 
Computer Sciences Corp. (a)             40,000          1,975,000 
Compuware Corp. (a)                     20,000            740,000 
Hewlett-Packard Co.                     78,000          9,389,250 
Intel Corp.                            145,300         12,332,338 

International Business Machines 
  Corp.                                121,000        $ 9,906,875 
Microsoft Corp. (a)                    124,400          8,847,950 
Oracle Systems Corp. (a)               239,150          7,473,438 
Pitney Bowes, Inc.                     110,000          3,960,000 
Texas Instruments, Inc.                 18,300          1,619,550 
Xerox Corp.                             28,100          3,298,238 
                                                       73,652,763 
Construction (1.3%) 
Fluor Corp.                             55,000          2,653,750 
Foster-Wheeler Corp.                    75,000          2,540,625 
MASCO Corp.                            160,000          4,420,000 
                                                        9,614,375 
Consumer Products (3.5%) 
Fruit of the Loom, Inc. (a)            150,000          3,937,500 
Lowe's Co., Inc.                        60,000          2,070,000 
Newell Co.                              82,300          2,098,650 
Procter & Gamble Co.                   104,200          6,903,250 
Sunbeam-Oster Co., Inc.                 45,000          1,029,375 
VF Corp.                                77,500          4,117,188 
Warnaco Group, Inc., Class A (a)       300,000          5,362,500 
Williams-Sonoma, Inc. (a)               50,000          1,250,000 
                                                       26,768,463 
Cosmetics & Toiletries (2.0%) 
Avon Products, Inc.                    151,700          9,177,850 
The Gillette Co.                        71,900          5,868,837 
                                                       15,046,687 
Diversified (3.9%) 
Coltec Industries, Inc. (a)            250,000          4,312,500 
Corning, Inc.                          152,600          5,493,600 
General Electric Co.                   145,800          7,891,425 
Hanson PLC ADR                         220,000          4,152,500 
Minnesota Mining & Manufacturing 
  Co.                                   62,800          3,650,250 
Whitman Corp.                          200,000          3,825,000 
                                                       29,325,275 
Drugs & Health Care (11.1%) 
Alza Corp. (a)                         135,000          2,868,750 
Amgen, Inc. (a)                         55,400          3,732,575 
Becton, Dickinson & Co.                 59,700          3,238,725 
Bristol-Myers Squibb Co.                70,000          4,410,000 
Cardinal Health, Inc.                   30,000          1,428,750 
Ciba-Geigy A G ADR                      92,900          3,042,475 
Columbia Healthcare Corp.               97,100          4,175,300 
Humana, Inc.                            75,000          1,921,875 
Johnson & Johnson                       75,600          4,498,200 
Medtronic, Inc.                         93,400          6,479,625 
Merck & Co., Inc.                      150,000          6,393,750 

<PAGE> 
Schedule of Investments (continued) 
Common Stocks--continued 
                                        Shares       Market Value 
Drugs & Health Care (continued) 
Oxford Health Plans, Inc. (a)           24,000        $ 1,344,000 
Pfizer, Inc.                            35,800          3,069,850 
Quorum Health Group, Inc. (a)           50,000          1,037,500 
Scherer R.P. (a)                        30,000          1,507,500 
Schering Plough Corp.                   48,000          3,570,000 
SmithKline Beecham PLC ADR             135,500          5,081,250 
Stryker Corp.                           38,600          1,765,950 
Sun Healthcare Group, Inc. (a)          45,000          1,147,500 
United Healthcare Corp.                194,400          9,088,200 
U.S. Healthcare, Inc.                  203,175          8,990,494 
Warner Lambert Co.                      60,000          4,695,000 
                                                       83,487,269 
Electrical Utilities (0.5%) 
Pinnacle West Capital Corp.            170,000          3,548,750 

Electronics & Electrical Equipment 
  (6.9%) 
AMP, Inc.                              162,400          5,846,400 
Analog Devices, Inc. (a)                36,000            918,000 
Arrow Electronics, Inc. (a)            125,000          5,265,625 
Cooper Industries, Inc.                115,000          4,456,250 
General Instrument Corp. (a)            30,000          1,042,500 
General Motors Corp., 
  Class H                               72,500          2,990,625 
Loral Corp.                             70,000          2,975,000 
Molex, Inc.                             31,250          1,054,688 
Motorola, Inc.                         174,000          9,504,750 
Nokia Corp. ADR                         77,000          5,659,500 
Raytheon Co.                            91,000          6,631,625 
Sensormatic Electronics Corp.           60,000          1,680,000 
Tyco International Ltd.                 30,000          1,586,250 
Westinghouse Electric Corp.            182,400          2,576,400 
                                                       52,187,613 
Financial Services (3.6%) 
Federal Home Loan Mortgage Corp.       128,000          7,744,000 
Federal National Mortgage 
  Association                           45,000          3,661,875 
First USA, Inc.                         60,000          2,520,000 
MBNA Corp.                             125,000          3,625,000 
Mercury Finance Co.                     75,000          1,209,375 
Morgan Stanley Group, Inc.              65,000          4,379,375 
Travelers, Inc.                        110,000          4,248,750 
                                                       27,388,375 
Food & Beverage (3.8%) 
The Coca-Cola Co.                       58,000          3,277,000 
Dole Food, Inc.                         90,000          2,610,000 
McDonalds Corp.                         67,700          2,310,262 
PepsiCo, Inc.                          185,600          7,238,400 
Pioneer Hi-Bred International, Inc.    103,300          3,718,800 
Safeway, Inc. (a)                       81,000          2,814,750 
Unilever N.V.                           50,000        $ 6,562,500 
                                                       28,531,712 
Hotels & Leisure (0.7%) 
Circus Circus Enterprises, Inc. (a)     35,000          1,128,750 
Disney (Walt) Co.                       33,400          1,782,725 
Hospitality Franchise Systems, 
  Inc. (a)                              40,000          1,280,000 
National Gaming Corp. (a)                4,000             34,000 
The Promus Companies, Inc. (a)          25,000            937,500 
                                                        5,162,975 
Industrial Equipment (0.9%) 
Dover Corp.                            105,000          6,798,750 

Insurance (7.9%) 
AFLAC, Inc.                            140,000          5,652,500 
American General Corp.                 105,000          3,386,250 
American International Group, Inc.      30,000          3,127,500 
Aon Corp.                              111,450          4,067,925 
The Chubb Corp.                         45,000          3,555,000 
Cigna Corp.                             26,000          1,943,500 
EXEL Ltd.                              125,000          5,515,625 
Marsh & McLennan Comps, Inc.            92,000          7,555,500 
MBIA, Inc.                              63,000          3,961,125 
MGIC Investment Corp.                   50,000          2,037,500 
Progressive Corp.                      140,000          5,687,500 
Providian Corp.                        104,000          3,653,000 
Transamerica Corp.                      80,000          4,530,000 
UNUM Corp.                             100,000          4,525,000 
                                                       59,197,925 
Metals & Mining (0.6%) 
Freeport-McMoRan Copper & Gold, 
  Inc., Class A                         12,500            273,438 
Freeport-McMoRan, Inc.                 250,000          4,531,250 
                                                        4,804,688 



Oil & Gas (8.5%) 
Amoco Corp.                             53,200          3,384,850 
Anadarko Petroleum                      31,100          1,360,625 
Atlantic Richfield Co.                  15,000          1,725,000 
Baker Hughes, Inc.                     155,000          3,158,125 
British Petroleum PLC ADR               22,127          1,855,902 
Elf Aquitaine, Inc. ADR                 98,543          3,818,541 
Enron Corp.                            119,000          3,927,000 
Exxon Corp.                            100,000          6,675,000 
Pacific Enterprises                     10,000            247,500 
Repsol S.A. ADR                        125,000          3,625,000 
Royal Dutch Petroleum Co.              121,000         14,520,000 
Tenneco, Inc.                           95,700          4,509,863 
Triton Energy Corp. (a)                150,000          5,737,500 
Union Texas Petroleum Holdings, 
  Inc.                                 200,000          4,600,000 

<PAGE> 
Schedule of Investments (continued) 
Common Stocks--continued 
                                        Shares       Market Value 

Oil & Gas (continued) 
USX Marathon Group                     184,800       $  3,234,000 
YPF Sociedad Anonima ADR, Class D      107,200          2,036,800 
                                                       64,415,706 
Paper (2.1%) 
Alco Standard Corp.                     25,000          1,812,500 
Avery Dennison Corp.                    96,000          3,828,000 
International Paper Co.                 24,100          1,810,512 
James River Corp. of VA                 86,200          2,241,200 
Union Camp Corp.                       124,300          6,448,063 
                                                       16,140,275 
Photographic Equipment & Supplies 
  (1.0%) 
Eastman Kodak Co.                       70,000          3,718,750 
Polaroid Corp.                         110,000          3,822,500 
                                                        7,541,250 
Pollution Control (0.7%) 
Browning-Ferris Industries, Inc.       157,900          5,368,600 

Publishing (2.0%) 
American Greetings Corp.                59,900          1,789,512 
Gannett Co., Inc.                       77,300          4,125,887 
McGraw Hill, Inc.                       33,000          2,367,750 
Readers Digest Association, Inc., 
  Class A                              134,000          6,448,750 
                                                       14,731,899 
Railroads (0.6%) 
Burlington Northern, Inc.               76,500          4,542,188 

Retail Trade (4.8%) 
AutoZone, Inc. (a)                     110,000          2,736,250 
Barnes & Noble, Inc.                    35,000          1,063,125 
Home Depot, Inc.                       199,400          8,823,450 
Kohls Corp. (a)                         26,000          1,150,500 
May Department Stores Co.              260,000          9,620,000 
Office Depot, Inc. (a)                 136,600          3,329,625 
Penney (J.C.) Co., Inc.                100,000          4,487,500 
Talbots, Inc.                           30,000          1,016,250 
Wal-Mart Stores, Inc.                  160,000          4,080,000 
                                                       36,306,700 
Rubber & Plastics (0.5%) 
The Goodyear Tire and Rubber Co.       104,800       $  3,851,400 
Services (0.6%) 
Loewen Group, Inc.                      55,000          1,498,750 
Manpower, Inc.                          40,000          1,285,000 
Service Corp. International             55,000          1,540,000 
                                                        4,323,750 
Telecommunications (3.7%) 
Airtouch Communications (a)            160,700          4,379,075 
American Telephone & Telegraph         122,900          6,360,075 
Andrew Corp. (a)                        37,500          1,528,125 
Northern Telecom Ltd.                   56,000          2,121,000 
Pacific Telesis Group                  195,000          5,898,750 
Sprint Corp.                           175,000          5,293,750 
Tele Communications, Inc. N.E., 
  Class A (a)                          100,600          2,112,600 
                                                       27,693,375 
Transportation (0.6%) 
Pittston Services Group                 25,000            687,500 
Ryder Systems, Inc.                    163,200          3,916,800 
                                                        4,604,300 
Total Common Stocks 
  (Cost $575,554,518)                                 726,079,162 


<PAGE> 
Schedule of Investments (continued) 
Short-term Investments (4.6%) 
<TABLE>
<CAPTION>
                                       Interest    Maturity       Par            Market 
                                         Rate        Date        Value            Value 
<S>                                      <C>      <C>         <C>            <C>
Commercial Paper (2.2%) 
American Express Credit Corp.            5.88%    04/05/95    $3,000,000     $  2,998,040 
Chevron Oil Finance Co.                  5.93     04/12/95     3,000,000        2,994,564 
Cooperative Assoc. of Tractor 
  Dealers                                6.00     04/06/95     1,000,000          999,167 
Cooperative Assoc. of Tractor 
  Dealers                                6.05     04/20/95     1,000,000          996,807 
Goldman Sachs Group                      5.98     04/03/95     2,000,000        1,999,335 
PHH Corp.                                5.97     04/05/95     1,000,000          999,337 
Prudential FDG Corp.                     5.93     04/05/95     3,000,000        2,998,023 
Student Loan Corp.                       6.10     04/13/95     1,000,000          997,967 
U.S. Leasing Intl., Inc.                 5.97     04/17/95     2,000,000        1,994,693 
Total Commercial Paper                                                         16,977,933 
U.S. Government Securities (1.1%) 
U.S. Treasury Bill                       5.42     04/06/95     7,500,000        7,468,500 
U.S. Treasury Bill (effective rate 
  6.290%)                                0.00     12/14/95     1,000,000          953,120 
                                                                                8,421,620 
Repurchase Agreements (1.3%) 
State Street Bank & Trust Co. dated 03/31/95, 5.500%, to be 
  repurchased at $9,486,346 on 4/01/95, collateralized by 
  $6,980,000 U.S. Treasury Notes at 12.00%, due 08/15/13, 
  with a current market value of $9,575,688                                     9,482,000 
Total Short-term Investments (Cost $34,881,553)                                34,881,553 
Total Investments (100.9%) (Cost $610,436,071) (b)                            760,960,715 
Other Assets and Liabilities, Net (-0.9%)                                      (6,750,382) 
Net Assets (100.0%)                                                          $754,210,333 
Net Asset Value Per Share (76,742,380 shares outstanding)                           $9.83 
(a) Non-income producing security. 
(b) Gross unrealized appreciation 
  and depreciation of investments 
  at March 31, 1995 is as follows: 
Gross unrealized appreciation                                                $157,024,235 
Gross unrealized depreciation                                                  (6,499,591) 
Net unrealized appreciation                                                  $150,524,644 

</TABLE>
Per Share Changes in Net Assets 

<TABLE>
<CAPTION>
                       Three 
                      Months 
                       Ended 
                     March 31, 
                       1995                              Year Ended December 31, 
                   (Unaudited)        1994             1993            1992          1991        1990 
<S>                    <C>           <C>              <C>             <C>           <C>          <C>
Net asset value 
  at beginning of 
  period               $9.26         $10.40           $10.78          $11.20        $ 8.92       $9.58 
Net investment 
  income                 .02            .11              .12             .16           .17         .18 
Distributions 
  declared              (.24)         (1.00)           (1.07)          (1.07)        (1.02)       (.90) 
Change due to 
  rights offering                      (.05) ((a))      (.03) ((a))     (.05) ((a)) 
Net realized and 
  unrealized gain 
  (loss) on 
  investments            .79           (.20)             .78             .54          3.13         .06 
Provision for 
  Federal income 
  tax                                                   (.18) 
Net asset value 
  at end of 
  period               $9.83         $ 9.26           $10.40          $10.78        $11.20       $8.92 
</TABLE>
(a) Effect of ALL-STAR's rights offering for shares at a price below net 
asset value. 



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