LIBERTY ALL STAR EQUITY FUND
N-30D, 1995-08-31
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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 
1-617-772-7380 

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 LOGO] 
Printed with Soybean Inks 

[recycle symbol] Printed on Recycled Paper           D/69M/8-95 

[Liberty logo] LIBERTY 
               ALL STAR 
               EQUITY FUND 

2 
Semi-Annual Report 
1995 

<PAGE>
 
Semi-Annual Report 
Chairman's Letter 

Liberty ALL STAR Equity Fund 
To Our Fellow Shareholders:                                          July 1995 

The net asset value (NAV) of a common share of ALL-STAR rose from $9.83 on 
March 31, 1995 to $10.53 on June 30, 1995, after deducting the cash 
distribution of 25 cents paid to shareholders during the quarter. 

  The market price of a share of ALL-STAR traded in a range from $9.375 to 
$10.25 before closing the quarter at $10.00. The ending price represented a 
discount to NAV of 5.0 percent, compared with a discount to NAV of 2.1 
percent on March 31, 1995. Key investment results and comparisons are noted 
in the two boxes. 

  Various factors in combination, including lower interest rates, strong 
corporate profits and heavy cash flow into equity mutual funds, created a 
very positive environment for common stock prices during the entire first 
half of this year. In fact, the momentum strengthened during the period as 
the second quarter somewhat out-performed the first. 

  ALL-STAR's performance benefited from this broad market strength. As the 
boxes show, the Fund was up 9.8 percent in the second quarter and 19.5 
percent for the six months, both comparing favorably with the Lipper Growth 
and Income Mutual Fund Average (ALL-STAR's primary performance comparison), 
the S&P 500 Stock Index and the Dow Jones Industrial Average. For 
perspective, ALL-STAR's semi-annual result was the second best for such a 
period in its eight and one-half year history. 

  Although there were some pundits who were bullish entering 1995, there were 
at least as many with the opposite view. So the bulls have been correct thus 
far. However, it is worth noting that while the longer term trend in common 
stock prices is certainly upward, there have always been periodic 
interruptive reactions against that trend. Following this recent significant 
six-month advance, a bit of caution seems appropriate. Yet, having said that, 
on balance investors seem to be optimistic going forward. Favorable 
conditions are in place, and higher valuations have not been a significant 
impediment to stock market progress. But probably a rather slower and more 
nervous pace is in store. 

  The LAMCO Letter to Shareholders following discusses more about the 
specifics of ALL-STAR's performance. 

  Ahead in this report is a Roundtable Discussion involving ALL-STAR's five 
portfolio managers with particular focus on the better performing sectors. 

Sincerely, 

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

[boxed text] 

Fund Performance for the second quarter and latest 6 months earned by 
ALL-STAR's Portfolio Managers, after fees and expenses. Figures shown 
are total returns, which include dividends and capital gains. 

                                               Second         Latest 
                                              Quarter        6 Months 
                                          ----------       ----------- 
ALL-STAR                                         9.8%           19.5% 
Lipper Growth & Income Mutual Fund 
   Average                                       8.1%           16.6% 
S&P 500 Stock Index                              9.5%           20.2% 
Dow Jones Industrial Average                    10.2%           20.3% 
ALL-STAR Closing Price Range            9-3/8--10-1/4   8-1/2--10-1/4 
ALL-STAR Discount/Premium Range              -8.4% to        -8.7% to 
                                                -0.7%           -0.7% 

Investor Returns for the second quarter and latest 6 months earned by 
ALL-STAR's shareholders, with distributions reinvested in shares 
acquired from ALL-STAR at NAV or in the open market through the 
Dividend Reinvestment Program. 
                                            Second          Latest 
                                            Quarter        6 Months 
                                          ----------       ----------- 
Shares Valued at Net Asset Value                 9.8%           19.4% 
Shares Valued at Market Price                    6.5%           23.6% 

[end boxed text]

                                        1

<PAGE>
 
Semi-Annual Report 
President's Letter 

Liberty ALL STAR Equity Fund 

To Our Fellow Shareholders:                                          July 1995 

As discussed in the preceding Chairman's letter, the stock market as a whole 
and ALL-STAR in particular performed very well in the second quarter and the 
first half of the year. As always, some sectors did better than others. 
Technology and financial stocks continued to provide market leadership as a 
slowing economy prompted investors to focus on better earnings visibility in 
the technology sector and bank consolidation and declining interest rates in 
the financial sector. 

  In previous letters, we have discussed how LAMCO's multi-management 
investment approach, coupled with periodic rebalancing among managers, has 
proven to be a successful investment strategy for a core equity portfolio. We 
have not, however, elaborated on how specific investment styles influence 
portfolio sector weightings, which is an important determinant of portfolio 
performance. Sector analysis is accomplished by grouping stocks within an 
index or portfolio on the basis of common characteristics. 

  The technology and financial sectors of the S&P 500 had returns of 23% and 
12% respectively for the second quarter of the year, while ALL-STAR's returns 
were 24% and 13% respectively. A stock portfolio's performance was 
significantly impacted by the exposure to those groups due to their superior 
returns relative to the overall market. 

  Throughout the second quarter, ALL-STAR's growth managers had a significant 
overweighting in technology stocks while the value managers had an 
overweighting in financial stocks. But LAMCO's approach of diversifying 
investment styles resulted in a more balanced weighting of these two top 
performing groups. The ALL-STAR portfolio still maintained an above-market 
exposure to the two best performing sectors, but not to the extent that it 
negatively impacted portfolio diversification. As a consequence, ALL-STAR had 
a second quarter return of 9.8% (after fees and expenses), which exceeded 
both the Lipper Growth & Income Average and the unmanaged S&P Index, which 
gained 8.1% and 9.5% respectively. 

  While ALL-STAR will not always be overweighted in the two best performing 
sectors, LAMCO's multi-management approach increases the likelihood of good 
exposure to the best performing sectors while assuring that a particular 
investment style or strategy does not favor a sector or group to the extent 
that it dominates portfolio performance and, therefore, increases volatility. 
We continue to believe our blending of styles and managers is sound and 
important to achieving our twin objectives of better than average returns and 
lower than average volatility. 

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

                                       2


<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 
June 30, 1995 
<TABLE>
<CAPTION>
                                             VALUE STYLES               GROWTH STYLES 
                                     -----------------------------    ------------------ 
                                    Cooke &               Palley-    Columbus                Total        S&P 
                                     Bieler Oppenheimer  Needelman    Circle   Provident   ALL-STAR    500 Index 
 --------------------------------------------------------------------------------------------------------------- 
<S>           <C>                    <C>        <C>        <C>        <C>         <C>        <C>         <C>
Portfolio     1. Number of 
                 Holdings               33         30         44         56          56        178         500 
              2. Percent in 
                 Top Ten                45%        44%        28%        30%         39%        15%         18% 
 --------------------------------------------------------------------------------------------------------------- 
Size and      3. Average 
  Debt           Sales or 
                 Revenues 
                 (billions)          $12.7      $11.4      $19.4      $13.1        $9.1      $13.1       $22.3 
              4. Average 
                 Debt/Capital 
                 Ratio                  23%        48%        38%        28%         30%        34%         33% 
Profitability 5. Average 
                 Return on Total 
                 Capital                19%        14%        10%        14%         17%        15%         13% 
              6. Average 
                 Return on 
                 Equity                 23%        21%        16%        20%         22%        20%         20% 
Growth        7. Average 
                 5-Year Sales 
                 Per Share 
                 Growth                  7%        13%         5%        14%         20%        12%          9% 
              8. Average 
                 5-Year Earnings 
                 Per Share 
                 Growth                 11%        24%        22%        26%         30%        24%         19% 
Yield         9. Dividend 
                 Yield                 3.0%       1.7%       2.8%       1.2%        0.6%       1.8%        2.5% 
             10. Average 
                 5-Year 
                 Dividend Payout 
                 Ratio                  53%        31%        48%        29%         14%        35%         46% 
Valuation    11. Average 
                 Price/Earnings 
                 Ratio               16.4x      14.6x      14.5x      18.5x       24.6x      17.1x       16.1x 
             12. Average 
                 Price/Book 
                 Value Ratio          2.8x       2.5x       2.1x       3.0x        4.6x       2.8x        2.7x 
 --------------------------------------------------------------------------------------------------------------- 
</TABLE>

                                       3

<PAGE>
 
LIBERTY ALL STAR EQUITY FUND 

Major Stock Changes in the 
Second 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 
second quarter of 1995. 

                                                   Shares 
                                -------------------------------------------- 
                                                                   Held 
Name                             Additions      Reductions        6-30-95 
- ---------------------------------------------------------------------------- 
American Greetings Corp.          176,500                         236,400 
American International 
  Group, Inc.                      26,300                          56,300 
American Stores Co.               100,000                         100,000 
Burlington Resources, Inc.         75,000                          75,000 
Champion International 
  Corp.                           100,000                         100,000 
Cisco Systems, Inc.                84,000                          84,000 
Philips Electronics N.V.           70,000                          70,000 
Texas Instruments, Inc.            26,400                          44,700 
Union Pacific Corp.                70,000                          70,000 
Alza Corp.                                       (135,000)              0 
AMP, Inc.                                         (90,000)         72,400 
The Boeing Co.                                    (59,700)         92,000 
The Coca-Cola Co.                                 (58,000)              0 
Fluor Corp.                                       (55,000)              0 
Fruit of the Loom, Inc.                          (150,000)              0 
Hewlett-Packard Co.*                              (91,000)         65,000 
Home Depot Inc.                                  (113,700)         85,700 
PepsiCo, Inc.                                     (83,200)        102,400 
Pioneer Hi-Bred 
  International, Inc.                             (65,300)         38,000 
Polaroid Corp.                                    (77,000)         33,000 
Sigma-Aldrich Corp.                               (68,500)              0 
U.S. Healthcare, Inc.                            (203,175)              0 
United Healthcare Corp.                          (114,400)         80,000 
UNUM Corp.                                       (100,000)              0 

*Adjusted for stock split 

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 $32.65 (3.10 shares times the current $10.53 net asset value per 
share) and a market price value of $31.01 (3.10 times $10.00). Excluding the 
rights offering shares, an original share has grown to 2.51 shares. Thus, the 
original share has grown to a net asset value of $26.47 (2.51 shares times 
the current $10.53 net asset value per share) and a market price value of 
$25.14 (2.51 times $10.00). 

Long-Term Investment 
Performance Update 


[boxed text] 
Annualized through June 30, 1995 

                                    1 Year     3 Years     5 Years 
                                     -------    -------   --------- 
ALL-STAR                              23.5%      12.6%       13.0% 
ALL-STAR 
  (Distributions Reinvested)          23.8%      12.6%       13.3% 
Lipper Growth & Income 
  Mutual Fund Average                 19.6%      11.7%       10.9% 
Standard & Poor's 
  500 Stock Index                     26.0%      13.2%       12.1% 
Dow Jones 
  Industrial Average                  29.0%      14.3%       13.0% 

[end boxed text]

                                       4

<PAGE>
 
[Graph-Growth in value of a Share]

<TABLE>
<CAPTION>
                                                                       NAV(1)                  Price 
              Shares                  Shares      Shares      Shares       Per        Total        Per 
             Owned at      Per      Purchased    Acquired      Owned      Share        NAV        Share       Total 
            Beginning     Share      Through      Through     at End      at End       of        at End       Price 
                of       Distri-  Reinvestment    Rights        of          of       Shares        of         Shares 
Year          Period     butions     Program     Offering     Period      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        .18(2)       2.12       $10.78     $22.81      11-1/8       $23.54 
 -------------------------------------------------------------------------------------------------------------------- 
1993           2.12       $1.25(5)     .25        .14(3)       2.52       $10.40     $26.20      11-1/8       $28.03 
 -------------------------------------------------------------------------------------------------------------------- 
1994           2.52       $1.00        .28        .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 
2nd Quarter    3.03       $0.25        .08          --         3.10       $10.53     $32.65          10       $31.01 
 -------------------------------------------------------------------------------------------------------------------- 
</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.

                                       5

<PAGE>
 
LIBERTY ALL STAR EQUITY FUND 
Top 50 
Holdings 
As of 
June 30, 1995 

<TABLE>
<CAPTION>
          Rank 
          as of                                                    Value        % of 
 Rank    3/31/95   Security Name                                  ($000)     Net Assets 
- -----    -------    ------------------------------------------    -------   ----------- 
<S>        <C>     <C>                                            <C>           <C>
 1           2     Intel Corp.                                    18,601        2.3% 
 2           1     Royal Dutch Petroleum Co.                      13,772        1.7% 
 3          14     Citicorp                                       12,738        1.6% 
 4          11     Microsoft Corp.                                11,604        1.4% 
 5           6     Capital Cities/ABC Inc.                        11,178        1.4% 
 6           4     May Department Stores Co.                      10,406        1.3% 
 7          15     Monsanto Company                               10,202        1.3% 
 8           8     Avon Products, Inc.                            10,164        1.3% 
 9           5     Motorola, Inc.                                 10,069        1.2% 
10          19     Oracle Systems Corp.                            9,759        1.2% 
11           3     International Business Machines Corp.           9,696        1.2% 
12          21     Ericsson (L.M.) Telefonaktiebolaget ADR 
                   Class B                                         9,264        1.1% 
13          24     McDonnell Douglas Corp.                         9,210        1.1% 
14          41     Nokia Corp. ADR                                 9,182        1.1% 
15          17     Federal Home Loan Mortgage Corp.                8,800        1.1% 
16          26     Raytheon Co.                                    7,840        1.0% 
17          18     Marsh & McLennan Companies, Inc.                7,464        0.9% 
18          22     Procter & Gamble Co.                            7,374        0.9% 
19          31     Merck & Co., Inc.                               7,350        0.9% 
20          28     Medtronic Inc.                                  7,203        0.9% 
21          30     Union Camp Corp.                                7,194        0.9% 
22          39     Applied Materials, Inc.                         7,121        0.9% 
23          25     Exxon Corp.                                     7,063        0.9% 
24          51     SmithKline Beecham PLC ADR                      6,982        0.9% 
25          38     Triton Energy Corp.                             6,956        0.9% 
26         146     American Greetings Corp.                        6,944        0.9% 
27          29     Readers Digest Association Inc. Class A         6,707        0.8% 
28          45     Browning-Ferris Industries Inc.                 6,622        0.8% 
29          23     Dover Corp.                                     6,620        0.8% 
30          27     Unilever N.V.                                   6,506        0.8% 
31          43     EXEL Limited                                    6,500        0.8% 
32          49     Computer Associates International, Inc.         6,497        0.8% 
33         110     American International Group, Inc.              6,418        0.8% 
34          36     First Data Corp.                                6,381        0.8% 
35          16     General Electric Co.                            6,246        0.8% 
36          48     Arrow Electronics Inc.                          6,219        0.8% 
37          42     AFLAC Inc.                                      6,125        0.8% 
38          34     The Gillette Co.                                6,123        0.8% 
39          46     Warnaco Group Inc. Class A                      6,000        0.7% 
40         152     Texas Instruments, Inc.                         5,984        0.7% 
41          47     Sprint Corp.                                    5,884        0.7% 
42          37     The Dun & Bradstreet Corp.                      5,775        0.7% 
43          13     The Boeing Co.                                  5,762        0.7% 
44          65     Morgan Stanley Group, Inc.                      5,670        0.7% 
45          92     Eastman Kodak Co.                               5,505        0.7% 
46          40     Progressive Corp.                               5,373        0.7% 
47          53     State Street Boston Corp.                       5,347        0.7% 
48         127     Bank of New York, Inc.                          5,253        0.6% 
49          33     Pacific Telesis Group                           5,216        0.6% 
50         NEW     Champion International Corp.                    5,213        0.6% 

</TABLE>

                                       6

<PAGE>
 
ALL STAR 

Manager Roundtable 

Value and Growth: Looking at the Stock Market from Different Perspectives 

Investors constantly develop different scenarios for the stock market and can 
make a case for any and all of these scenarios. But the strong first half may 
have had the effect of raising more questions about the stock market than it 
answered. To analyze both the past and future--and to gain some insights into 
current holdings in the ALL-STAR portfolio--the fund manager, Liberty Asset 
Management Company, recently asked ALL-STAR's five portfolio managers to 
share their views. 
 The managers and their investment styles are: 

Columbus Circle Investors 
Portfolio Manager: 
Irwin Smith, Chairman 
Investment Style: Growth-- 
Columbus Circle invests in companies whose earnings growth has accelerated 
and is anticipated to continue accelerating beyond consensus expectations. 
Stock selection focuses on identifying the critical micro and macro factors 
underlying the fundamental expectations for each company. 

Cooke & Bieler, Inc. 
Portfolio Manager: 
James C.A. McClennen, Senior Partner and Director 
Investment Style: Value-- 
Cooke & Bieler 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. 

Oppenheimer Capital 
Portfolio Manager: 
John G. Lindenthal, 
Managing Director 
Investment Style: Value-- 
Oppenheimer invests in the stocks of quality companies with sound business 
prospects that are considered undervalued because they are currently disliked 
or are being overlooked by investors. Research focuses on cash flow analysis. 
Purchase candidates exhibit a high return on equity, large undedicated cash 
flow, and reasonable prices in relation to book value. 

Palley-Needelman Asset 
Management, Inc. 
Portfolio Manager: 
Roger B. Palley, President 
Investment Style: Value-- 
Palley-Needelman invests in the stocks of companies which it believes are 
selling at a substantial discount to their intrinsic value and where a 
"catalyst" exists which will lead to a realization by the market of this true 
value. Stocks must pay a dividend, have a market capitalization of at least 
$1 billion and are characterized by below-market price/earnings, price/cash 
flow and debt/capital ratios. 

Provident Investment 
Counsel, Inc. 
Portfolio Manager: 
Jeffrey J. Miller, 
Managing Director 
Investment Style: Growth-- 
Provident invests in the stocks of companies that are expected to provide 
fast growth in earnings. Provident believes that companies with superior 
financial characteristics and accelerating sales and profit growth will 
provide superior stock returns. Stocks held typically have high profit 
margins and return on equity and price/earnings ratios less than their 
predicted growth rates. 

LAMCO: Let's discuss the stock market's extraordinary return in the first 
half of the year. Roger Palley, will you please start? 

Palley (Palley-Needelman, Value): A combination of strong earnings growth, 
lower interest rates and favorable supply/demand conditions paved the way to 
another strong quarter for the stock market. Almost 60 percent of the 
companies in the S&P 500 reported first quarter earnings that were higher 
than consensus forecasts. Thirty-year 

                                                           Continued on page 8

                                       7

<PAGE>
 
Continued from page 7 

Treasury bonds began the year yielding 7.88% and rose in price to yield 7.43% 
at the end of the first quarter and 6.62% at the end of the second. Equity 
demand was buoyed by a record $58 billion in corporate stock buybacks for the 
first half compared with $68 billion for all of 1994, and equity mutual funds 
continued to experience strong cash inflows. 

While the market's gain has been due to strong fundamentals, it has been more 
narrowly focused than we would like. Technology was the driving force during 
the quarter, with three of the top five performing S&P industry groups in 
this sector. Technology stocks in general appear to be overextended and a 
correction in this sector could lead to an overall stock market correction in 
the second half. 

The good fundamentals also came against a backdrop of pessimism and 
relatively high cash levels coming into 1995, which helped to propel the 
market. This has given way to more complacency and less ready cash. The stock 
market could simply "run out of fuel" for awhile, resulting in a short-term 
pull-back. 

LAMCO: Let's hear from the other two Value managers, Jim McClennen and John 
Lindenthal. 

McClennen (Cooke & Bieler, Value): Our reaction to the stock market's 
performance during the second quarter is mixed. Given that interest rates 
have declined steadily this year, we are not surprised that stocks have done 
well. We are, however, surprised by the extraordinary strength of the stock 
market and believe that it reflects an increasingly speculative environment. 
I say this for several reasons. First, going into 1995, we believed the stock 
market was high relative to historical valuation measures, such as price/ 
earnings ratio, price/sales ratio and dividend yield. We recognize that the 
stock market can remain in "high" territory for extended periods of time, but 
an explosive move from a high level seems unusual. Second, the U.S. economy 
has shown signs of weakness during the course of the year. It is clear to us 
that signs of a slowing economy would have a positive effect on interest 
rates, but the impact on the stock market is less clear. While declining 
interest rates certainly help stock prices, the prospect of a slowing economy 
would, at some point, seem to deflate earnings expectations, which would 
adversely affect stock prices. Because the latter has not occurred, investors 
must be assuming that economic growth will not recede. A "soft landing" would 
present an ideal environment for investing, but has historically been a rare 
occurrence. Finally, technology-related stocks continue to lead the market's 
advance, a trend that has been in place since the end of 1990. During the 
first half of the year the average Science & Technology fund was up almost 
28%, according to Lipper Analytical Services. A market that is led by a group 
characterized by relatively high price/earnings ratios, low 

[callouts] 

 ...............................................................................

'While the market's gain has been due to strong fundamentals, it has been 
more narrowly focused than we would like. Technology was the driving force 
during the quarter. . .' 

                                      --Roger Palley (Palley-Needelman, Value) 

 ............................................................................... 

 ............................................................................... 

'Given that interest rates have declined steadily this year, we are not 
surprised that stocks have done well.' 

                                       --Jim McClennen (Cooke & Bieler, Value) 

 ..............................................................................

                                       8

<PAGE>
 
ALL STAR 

yields and high growth expectations is speculative, in our opinion. 

Lindenthal (Oppenheimer--Value): The stock market's second quarter 
performance was not surprising given the drop in interest rates, weakening 
credit demands and the rise in corporate profits. Also, heavy cash flows into 
mutual funds--averaging about $2 billion a week--put pressure on managers to 
buy stocks. Financial stocks rose sharply in response to lower interest rates 
and technology stocks became hot as the information revolution became more 
apparent to investors. 

LAMCO: Now, let's turn to the Growth managers and hear their point of view. 
Jeff Miller, what do you think? 

Miller (Provident--Growth): The overall stock market's move in the second 
quarter has been both impressive and surprising as far as I am concerned. If 
you would have asked me several years ago what our overall expectations were, 
I would have expected that it would be a very difficult environment for the 
overall stock market, after the very rewarding decade of the '80s. We 
expected that the decade of the '90s would show a regression-to-the-mean type 
of pattern. This has not been the case. The stock market was very strong in 
1991, and during the first six months of 1995 it is up more than 20 percent. 

I think the drivers so far this year have been falling interest rates and 
greater acceptance of the "soft landing" scenario, as opposed to a 
recessionary environment. Last year, the market appeared more concerned about 
an overheated economy, rising interest rates and higher inflation. That fear 
is clearly gone from the stock market at this stage, I believe. 

Technology is another major driver of the market, and I think much of the 
reason for the strong performance from the technology sector is because of 
very strong earnings. This is a trend that I think can continue in an 
economic environment characterized by a soft landing. 

Smith (Columbus Circle--Growth): It was a surprisingly strong and selective 
stock market, with the performance of technology far outpacing other sectors. 
In looking at the S&P 500 Index, technology returned 23 percent for the 
quarter and the only other sector to meaningfully beat the index was finance, 
at a 12 percent return, and it had the benefit of being spurred by takeovers 
or takeover rumors. The top eight performing technology stocks in the S&P 500 
all returned over 40 percent for the period; five were in the semiconductor 
business and the other three dealt in telecommunications equipment. Positive 
momentum in orders and revenues coupled with positive earnings surprises were 
so prevalent in these and other technology subsectors that we could have had 
an even higher concentration in the ALL-STAR portfolio which would have led 
to higher returns, but we would have had to give up sufficient levels of 
diversification. 

The rapidity with which the stock market moved to higher levels seemed to 
lead to 

                                                          Continued on page 10 

[callouts] 

 ............................................................................... 

'The stock market's second quarter performance was not surprising given the 
drop in interest rates, weakening credit demands and the rise in corporate 
profits.' 

                                        --John Lindenthal (Oppenheimer, Value) 

 ............................................................................... 

 ............................................................................... 

'We expected that the decade of the '90s would show a regression-to-the-mean 
type of pattern. This has not been the case.' 

                                             --Jeff Miller (Provident, Growth) 

 ...............................................................................

                                       9

<PAGE>
 
Continued from page 9 

higher levels of worry--clearly, recognition that volatility is a two-way 
street. Economic data is still somewhat borderline and the sustainability of 
earnings is not quite proven. Coupled with the concentration of winners in 
the stock market, this leaves the investor "cautiously" aggressive. 

LAMCO: Let's turn to a look at the ALL-STAR portfolio by discussing a few of 
ALL-STAR's better performing stocks for the quarter. Irwin Smith, please 
continue. 

Smith (Columbus Circle--Growth): Portfolio holdings in Citicorp returned more 
than 36 percent in the second quarter. Still the largest bank holding company 
in the United States, Citicorp is experiencing strong growth in revenue from 
its expanding global consumer banking operations, especially in emerging 
market countries. Its domestic and international bankcard business have had 
good growth, which has translated to good profitability. With continued 
emphasis on cost control, a strong balance sheet and an increasing global 
consumer business, Citicorp should have further positive potential. 

Up more than 29 percent for the period, shares of Ericsson 
Telecommunications, a leading worldwide wireless equipment manufacturer, 
benefited from the company's improvement in market share and margin 
expansion. As network buildouts in the U.S. and international markets 
continue to occur more and more rapidly, Ericsson, with its established 
international presence and growing U.S. market share, should continue its 
momentum. 

In the strong technology sector, Applied Materials Corp., the world's largest 
producer of fabrication systems for manufacturers of semiconductors, was one 
of the big winners in the portfolio, up 57 percent for the quarter. The end 
does not seem to be near, given the greater consumer penetration of personal 
computers, the rapidly increasing upgrade cycle for semiconductors and the 
proliferation of new uses and devices requiring more power and capacity. With 
worldwide growth trends in semiconductors exceeding 20 percent annually, 
there should also occur a similar acceleration in the purchase of 
semiconductor manufacturing equipment. Not surprisingly, Applied Materials 
should continue to be a major beneficiary of this strong secular trend. 

LAMCO: Jeff Miller, what were your better performers? 

Miller (Provident--Growth): As would be expected, performance in the second 
quarter was dominated by the exceptional returns in the technology area. Our 
larger holdings, making significant contributions, included Microsoft, which 
was up 27 percent; Intel, up 49 percent; Nokia, up 63 percent; and Oracle, up 
24 percent. Like Columbus Circle, we also hold Applied Materials, which rose 
57 percent, and Ericsson, which posted a 29 percent gain. I believe all of 
these companies are benefiting from a very high rate of growth in earnings, 
and that in slower economic environment, that stands out significantly 
relative to the overall market. 

LAMCO: On the Value side, can you tell us about some of the strong 
performers, John Lindenthal? 

Lindenthal (Oppenheimer--Value): Our largest holding, McDonnell Douglas, was 
up 38 percent and continues to restructure its defense and commercial airline 
business while generating substantial amounts of free cash flow. 

Our best performing stocks in the quarter were in the technology area. Nokia 

[callout] 

 ............................................................................... 

'The top eight performing technology stocks in the S&P 500 all returned over 
40 percent in the second quarter.' 

                                       --Irwin Smith (Columbus Circle, Growth) 

 ...............................................................................

                                       10


<PAGE>
 
ALL STAR 

(+ 63 percent) is based in Helsinki, Finland, and produces wireless 
communications equipment and cellular phones. Intel (+ 49 percent) is well 
known for its dominant market share (85 percent) of the worldwide 
microprocessor market. Arrow Electronics (+ 18 percent) is the largest 
distributor of semiconductors and shareholders have benefited by their astute 
acquisitions on a global basis. 

Substantial holdings in financial services companies also contributed to our 
outperformance during the quarter. These included Citicorp (+ 36 percent), 
Exel Ltd. (+ 18 percent), Morgan Stanley (+ 21 percent) and Federal Home Loan 
Mortgage Corp. (+ 14 percent). Investments in these companies during the past 
few years were not an interest rate play, but were based on exceptional 
opportunities in terms of growth and high returns on capital, combined with 
reasonable market valuations. 

Palley (Palley-Needelman--Value): The stock of IBM climbed by about 17 
percent during the quarter due to significantly improved fundamentals. The 
company reported record second quarter earnings of $2.97 per share compared 
to $1.14 in the second quarter of last year, and first half earnings of $5.09 
versus $1.68 last year. Margins benefited from higher volume and improved 
mix, along with continued expense control. We think the recent acquisition of 
Lotus will be a long-term positive as its communications business-- 
particularly Lotus Notes--and desktop applications fill important niches for 
IBM. Lou Gerstner and his team appear to be delivering as we expected. 

Philips Electronics was added to the portfolio in late May and has increased 
in price by more than 30 percent since then. Based in the Netherlands, it is 
the second largest electronics company in the world. Its products 
include light bulbs, VCRs, televisions and electronic components as well as 
the 75 percent-owned Polygram entertainment unit, which has interests in 
music, television and film programming. Almost 30 percent of earnings are 
derived from semiconductor sales. Excellent new management was brought in 
during 1990 and has transformed this once "sleepy" giant into an extremely 
competitive company. The repositioning continues while the stock still sells 
for less than 10 times earnings and only 1-1/2 times book value. 

Monsanto, which gained more than 13 percent for the quarter, is one of the 
world's largest chemical companies. Its principal businesses include bulk 
chemicals, agricultural chemicals and pharmaceuticals through its G.D. Searle 
unit. A positive catalyst occurred when Robert Shapiro took over as chairman 
last March. Shapiro has a reputation of getting results and is expected to 
increase the company's focus on cost reduction and leveraging new products 
from existing strong franchises. The company recently won the required 
approvals to commercialize the first two of a series of plant biotechnology 
products that should contribute significantly to sales and earnings. 

LAMCO: How do you see events unfolding in the second half of the year for the 
stock market? Jeff Miller, will you lead off? 

Miller (Provident--Growth): That's a tough question. After seeing such a 
strong return in the first half, I would draw some parallels to the 1989, 
1990 and 1991 stock markets. 

[callout] 

 ............................................................................... 

'For the second half of the year, the 
expectations of the majority now favor renewed growth, although there is a 
significant group that believes a recession is most likely.' 

                                       --Irwin Smith (Columbus Circle, Growth) 

 ............................................................................... 

                                                          Continued on page 12

                                       11

<PAGE>
 
Continued from page 11 

These were environments where we also saw a slowdown in the economy. In 1989, 
the S&P was up 7 percent in the first quarter and almost 9 percent in the 
second quarter, similar to what we've seen this year. In the second half of 
that year, the market was up approximately 13 percent to finish the year at 
up more than 31 percent. I believe that if we continue to see stable rates of 
inflation and slightly declining interest rates, that type of return would be 
a possibility . . . though I quickly point out market forecasting is a very 
hazardous business. 

I would also point out that we should not ignore that a stock market 
correction is a possibility. It is rare that we see the stock market go up as 
strong and as long as we have without some sort of correction. 

LAMCO: Irwin Smith, please discuss Columbus Circle's viewpoint? 

Smith (Columbus Circle--Growth): The second quarter's economic data showed 
evidence of a significant slowdown in the economy from the fourth quarter of 
1994. The consensus forecast for the quarter's growth is now - 0.5 percent to 
+1.5 percent. For the second half of the year, the expectations of the 
majority now favor renewed growth, although there is a significant group that 
believes a recession is most likely. 

It appears that we have achieved a "soft landing" and that the Federal 
Reserve Board has reversed its tightening policy. If, as many investors 
expect, the Fed adopts an active policy of easing, the equity market should 
continue to chase new highs despite some concerns about lower earnings and 
profit margins translating into lower stock prices. 

Going forward, we expect to continue to find more positive momentum and 
positive surprise in the technology and healthcare sectors than in such 
sectors as consumer durables or producer durables. Accordingly, we will 
continue to hold overweighted positions in technology and healthcare and 
underweight in consumer staples and producer durables. The relative exposure 
to consumer staples versus more cyclical stocks will depend on domestic and 
international developments relative to expectations. 

LAMCO: Jim McClennen, what is the view at Cooke & Bieler? 

McClennen (Cooke & Bieler, Value): As I said earlier, we thought the stock 
market was high going into 1994. Though the interest rate environment has 
improved, we do not think that underlying fundamentals have changed 
significantly. Thus, it appears to us, based on traditional valuation 
measures, that the stock market remains in "high" territory. There would now 
seem to be a greater likelihood that the stock market will be volatile and 
choppy in the second half of the year, given that the market is now more than 
20 percent higher than it was just six months ago. Additionally, given the 
high level of the stock market, evidence of a material slowing of the economy 
could lead to an unusually volatile period. We believe that the appropriate 
investment posture is one of caution in light of high valuations, high 
investor expectations and a strong stock market. 

LAMCO: John Lindenthal, please comment, and then Roger Palley give us your 
comments to end the discussion. 


Lindenthal (Oppenheimer--Value): The key question for the second half is 
whether the market already discounts generally favorable economic 
circumstances and whether it has given adequate consideration to potential 
risks and 

[callout] 

 ............................................................................... 

'There would now seem to be a greater likelihood that the stock market will 
be volatile and choppy in the second half of the year...' 

                                       --Jim McClennen (Cooke & Bieler, Value) 

 ...............................................................................

                                       12

<PAGE>
 
ALL STAR 

negatives. Historically, markets have not declined simply because of high 
valuations. But enriched levels do make markets vulnerable to financial 
shocks, which by definition are unpredictable. 

If current levels of corporate profitability are sustainable (aided by cost 
reduction and restructuring), then the current price/earnings ratio of 16X 
trailing 12-month earnings for the S&P 500 Index is not an unreasonably high 
valuation. 

Supply/demand factors for equities also appear essentially positive. Net 
flows into mutual funds together with ongoing corporate repurchase programs 
bode well for stock prices. 

Palley (Palley-Needelman, Value): While a correction in technology stocks 
could be a market factor during the second half of 1995, broad-based 
diversification in our portfolio should dampen such a decline. We have 
achieved returns in line with the S&P 500 so far this year with very little 
exposure to high-flying technology stocks. We believe overall stock market 
fundamentals are still strong, however, and would view any correction as a 
buying opportunity. 

We enter the second half with the Fed reversing directions--lowering the Fed 
funds rate 25 basis points to 5.75 percent. This should be a positive 
catalyst for equities over the coming months since further easing is likely. 
No easing process has ever stopped after 25 basis points; in fact, once 
started, the Fed has never eased by less than 75 basis points. The Fed also 
has room to ease further just to take policy in neutral territory. With 
inflation currently running at about 3 percent, the Fed funds rate is roughly 
275 basis points above that level. That compares with a long-term average 
spread of about 175 basis points. 

Another key factor for equities during the second half will be the rate of 
corporate earnings growth. Growth is likely to slow from here, but still be 
positive in 1995 and 1996. Most estimates have operating earnings for the S&P 
500 at about $35.50 for 1995 and $38.00 for 1996, which at its current level 
of 559 would equate to a price/ earnings ratio of 15.7 and 14.7, 
respectively. The stock market is already starting to look at 1996 earnings, 
and this level would not indicate much overvaluation. The earnings gains, 
however, will not be evenly spread, as certain industries and stocks will be 
favored. The more important issue then becomes how best to structure the 
portfolio to reflect economic trends. 

We think the large, multinational companies will generally show better 
earnings growth due to rapidly expanding economies in the Far East and 
recovery in Europe. The current low level of the dollar will continue to give 
these companies a com- 

[callouts]
                                                            Continued on page 14

 ............................................................................... 

'If current levels of corporate profitability are sustainable, then the 
current price/earnings ratio of 16X trailing 12-month earnings for the S&P 
500 Index is not an unreasonably high valuation.' 

                                        --John Lindenthal (Oppenheimer, Value) 

 ............................................................................... 

 ............................................................................... 

'We believe overall stock market fundamentals are still strong, and would 
view any correction as a buying opportunity.' 

                                      --Roger Palley (Palley-Needelman, Value) 

 ...............................................................................

                                       13

<PAGE>
 
Continued from page 13 

petitive advantage. We have good exposure in this area via a number of 
U.S.-based multinationals and several ADRs. 

We are also focusing on companies that have successfully embarked on 
restructuring programs to reduce costs and improve productivity, leading to 
better bottom-line growth. As to specific industries, an environment of 
declining interest rates with a low probability of recession should favor 
certain cyclical stocks that are still bargains, including auto and housing- 
related issues. The regional banks are generally selling at low multiples and 
should also benefit from lower rates.                                   [star] 

[boxed text] 

Dividend Reinvestment Plan 

    Through ALL-STAR's Automatic Dividend Reinvestment and Cash Purchase 
Plan, ALL-STAR shareholders have the opportunity to have their dividends and 
distributions automatically reinvested in additional shares of the Fund. 
  Participating shareholders are kept apprised of the status of their account 
through quarterly statements. 
 For complete information and enrollment forms, please call Investor 
Assistance toll-free at 800-LIB-FUND (800-542-3863) weekdays between 9 AM and 
5 PM Eastern time. 

[end boxed text]

                                       14


<PAGE>
 
LIBERTY ALL STAR EQUITY FUND 

Schedule of 
Investments 
as of 
June 30, 1995 
(Unaudited) 

<TABLE>
<CAPTION>
Common Stocks (96.6%)                            Shares      Market Value 
- --------------------------------------------------------------------------- 
<S>                                              <C>          <C>
Aerospace (1.9%) 
The Boeing Co.                                    92,000      $  5,761,500 
McDonnell Douglas Corp.                          120,000         9,210,000 
                                                              ------------- 
                                                                14,971,500 
                                                              ------------- 
Auto Manufacturing (0.5%) 
General Motors Corp.                              95,000         4,453,125 
                                                              ------------- 
Auto Parts (0.6%) 
Genuine Parts Co.                                130,300         4,935,112 
                                                              ------------- 
Banks (4.7%) 
Ahmanson (H.F.) & Co.                            139,100         3,060,200 
Bank of New York, Inc.                           130,100         5,252,786 
Citicorp                                         220,100        12,738,288 
CoreStates Financial Corp.                       120,000         4,185,000 
Great Western Financial Corp.                     72,000         1,485,000 
Shawmut National Corp.                           100,000         3,187,500 
State Street Boston Corp.                        145,000         5,346,875 
Wachovia Corp.                                    70,000         2,502,500 
                                                              ------------- 
                                                                37,758,149 
                                                              ------------- 
Broadcasting & Cable (2.1%) 
British Sky Broadcasting Group PLC ADS (a)        60,000         1,567,500 
Cabletron Systems Incorporated (a)                40,000         2,130,000 
Capital Cities/ABC, Inc.                         103,500        11,178,000 
Viacom, Inc. (a)                                  53,200         2,467,150 
                                                              ------------- 
                                                               17,342,650 
                                                              ------------- 
Business Services (2.1%) 
The Dun & Bradstreet Corp.                       110,000         5,775,000 
First Data Corp.                                 112,200         6,381,375 
First Financial Management Corp.                  56,200         4,805,100 
                                                              ------------- 
                                                                16,961,475 
                                                              ------------- 
Chemicals (2.3%) 
The Lubrizol Corp.                               108,000         3,820,500 
Monsanto Co.                                     113,200        10,202,150 
Sherwin-Williams Co.                             124,000         4,417,500 
                                                              ------------- 
                                                                18,440,150 
                                                              ------------- 
Computers & Business Equipment (12.8%) 
Applied Materials, Inc. (a)                       82,200         7,120,575 
Automatic Data Processing, Inc.                   50,000         3,143,750 
Cisco Systems, Inc. (a)                           84,000         4,247,250 
Computer Associates International, Inc.           95,900         6,497,225 
Computer Sciences Corp. (a)                       40,000         2,275,000 
Digital Equipment Corp. (a)                       32,800         1,336,600 
EMC Corp. (a)                                     52,700         1,277,975 
General Motors Corp. Class E                      72,700         3,162,450

                                       15

<PAGE>
 

Common Stocks (continued)                        Shares      Market Value 
- -------------------------------------------------------------------------- 
Computers & Business Equipment (continued) 
Hewlett-Packard Co.                               65,000     $  4,842,500 
Informix Corp. (a)                                23,000          583,625 
Intel Corp.                                      293,800       18,601,213 
International Business Machines Corp.            101,000        9,696,000 
Microsoft Corp. (a)                              128,400       11,604,150 
Oracle Systems Corp. (a)                         252,650        9,758,606 
Pitney Bowes Inc.                                114,000        4,374,750 
Silicon Graphics, Inc. (a)                        49,000        1,953,875 
3Com Corp. (a)                                    30,000        2,010,000 
Texas Instruments, Inc.                           44,700        5,984,213 
Xerox Corp.                                       43,100        5,053,475 
                                                             ------------- 
                                                              103,523,232 
                                                             ------------- 
Construction (0.9%) 
Foster-Wheeler Corp.                              85,000        2,996,250 
MASCO Corp.                                      160,000        4,320,000 
                                                             ------------- 
                                                                7,316,250 
                                                             ------------- 
Consumer Products (2.4%) 
Lowe's Companies, Inc.                            42,000        1,254,750 
Procter & Gamble Co.                             102,600        7,374,375 
VF Corp.                                          75,500        4,058,125 
Warnaco Group, Inc. Class A                      300,000        6,000,000 
Whirlpool Corp.                                   18,000          990,000 
                                                             ------------- 
                                                               19,677,250 
                                                             ------------- 
Cosmetics & Toiletries (2.0%) 
Avon Products, Inc.                              151,700       10,163,900 
The Gillette Co.                                 137,200        6,122,550 
                                                             ------------- 
                                                               16,286,450 
                                                             ------------- 
Diversified (3.3%) 
Coltec Industries Inc. (a)                       250,000        4,312,500 
Corning, Inc.                                    147,000        4,814,250 
General Electric Co.                             110,800        6,246,350 
Hanson PLC ADR                                   220,000        3,877,500 
Minnesota Mining & Manufacturing Co.              59,800        3,423,550 
U.S. Industries, Inc. (a)                         11,000          149,875 
Whitman Corp.                                    200,000        3,875,000 
                                                             ------------- 
                                                               26,699,025 
                                                             ------------- 
Drugs & Health Care (8.8%) 
Abbott Laboratories                               50,300        2,037,150 
Amgen, Inc. (a)                                   61,400        4,938,862 
Becton, Dickinson & Co.                           49,900        2,906,675 
Bristol-Myers Squibb Co.                          70,000        4,768,750 
Cardinal Health, Inc.                             30,000        1,417,500 
Ciba-Geigy A G ADR                                92,900        3,390,850

                                       16

<PAGE>
 
Common Stocks (continued)                        Shares    Market Value 
- ----------------------------------------------------------------------- 
Drugs & Health Care (continued) 
Columbia/HCA Healthcare Corp.                    92,500    $  4,000,625 
Johnson & Johnson                                70,900       4,794,613 
Medtronic Inc.                                   93,400       7,203,475 
Merck & Co., Inc.                               150,000       7,350,000 
Oxford Health Plans Inc. (a)                     24,000       1,134,000 
Pfizer, Inc.                                     35,800       3,307,025 
Quorum Health Group, Inc. (a)                    50,000       1,012,500 
Scherer R.P. (a)                                 30,000       1,267,500 
Schering Plough Corp.                           104,000       4,589,000 
SmithKline Beecham PLC ADR                      154,300       6,982,075 
St. Jude Medical, Inc.                           31,200       1,563,900 
United Healthcare Corp.                          80,000       3,310,000 
Warner Lambert Co.                               60,000       5,182,500 
                                                             ----------- 
                                                             71,157,000 
                                                             ----------- 
Electrical Utilities (0.5%) 
Pinnacle West Capital Corp.                     170,000       4,165,000 
                                                             ----------- 
Electronics & Electrical Equipment (8.0%) 
AMP, Inc.                                        72,400       3,058,900 
Analog Devices Inc. (a)                          36,000       1,224,000 
Arrow Electronics Inc. (a)                      125,000       6,218,750 
Atmel Corp. (a)                                  32,600       1,805,225 
Cooper Industries Inc.                          115,000       4,542,500 
General Instrument Corp. (a)                     82,900       3,181,288 
General Motors Corp. Class H                     83,000       3,278,500 
Loral Corp.                                      67,000       3,467,250 
Molex Inc.                                       31,250       1,140,625 
Motorola, Inc.                                  150,000      10,068,750 
Nokia Corp. ADR                                 154,000       9,182,250 
Philips Electronics N.V.                         70,000       2,992,500 
Raytheon Co.                                    101,000       7,840,125 
Sensormatic Electronics Corp.                    60,000       2,130,000 
Tyco International Ltd.                          30,000       1,620,000 
Westinghouse Electric Corp.                     182,400       2,667,600 
                                                             ----------- 
                                                             64,418,263 
                                                             ----------- 
Financial Services (3.9%) 
Federal Home Loan Mortgage Corp.                128,000       8,800,000 
Federal National Mortgage Association            45,000       4,246,875 
First USA Inc.                                   60,000       2,662,500 
MBNA Corp.                                      120,000       4,050,000 
Mercury Finance Co.                              75,000       1,443,750 
Morgan Stanley Group Inc.                        70,000       5,670,000 
Travelers Inc.                                  110,000       4,812,500 
                                                             ----------- 
                                                             31,685,625 
                                                             -----------

                                       17

<PAGE>
 
Common Stocks (continued)                        Shares    Market Value 
- ----------------------------------------------------------------------- 
Food & Beverage (2.7%) 
Dole Food Inc.                                   90,000    $  2,621,250 
McDonalds Corp.                                  78,000       3,051,750 
PepsiCo Inc.                                    102,400       4,672,000 
Pioneer Hi-Bred International Inc.               38,000       1,596,000 
Safeway Inc. (a)                                 81,000       3,027,375 
Unilever N.V.                                    50,000       6,506,250 
                                                             ----------- 
                                                             21,474,625 
                                                             ----------- 
Hotels & Leisure (0.9%) 
Circus Circus Enterprises, Inc. (a)             104,300       3,676,575 
Disney (Walt) Co.                                33,400       1,857,875 
Hospitality Franchise Systems Inc.               40,000       1,385,000 
                                                             ----------- 
                                                              6,919,450 
                                                             ----------- 
Industrial Equipment (0.8%) 
Dover Corp.                                      91,000       6,620,250 
                                                             ----------- 
Insurance (7.8%) 
AFLAC Inc.                                      140,000       6,125,000 
American General Corp.                          105,000       3,543,750 
American International Group, Inc.               56,300       6,418,200 
Aon Corporation                                 111,450       4,151,512 
The Chubb Corp.                                  45,000       3,605,625 
Cigna Corp.                                      31,600       2,452,950 
EXEL Limited                                    125,000       6,500,000 
Marsh & McLennan Companies, Inc.                 92,000       7,463,500 
MBIA Inc.                                        63,000       4,189,500 
MGIC Investment Corp.                            84,200       3,946,875 
PMI Group                                        20,000         867,500 
Progressive Corp.                               140,000       5,372,500 
Providian Corp.                                 104,000       3,770,000 
Transamerica Corp.                               80,000       4,660,000 
                                                             ----------- 
                                                             63,066,912 
                                                             ----------- 
Metals & Mining (0.6%) 
Freeport-McMoRan Copper & Gold Inc. Class A      12,500         257,813 
Freeport-McMoRan Inc.                           250,000       4,406,250 
                                                             ----------- 
                                                              4,664,063 
                                                             ----------- 
Oil & Gas (8.1%) 
Amoco Corp.                                      58,300       3,884,237 
Anadarko Petroleum                               31,100       1,341,187 
Baker Hughes Inc.                               155,000       3,177,500 
British Petroleum PLC ADR                        22,312       1,910,465 
Burlington Resources, Inc.                       75,000       2,765,625 
Elf Aquitaine Inc. ADR                           98,543       3,670,726 
Enron Corp.                                     119,000       4,179,875 
Exxon Corp.                                     100,000       7,062,500

                                       18

<PAGE>
 
Common Stocks (continued)                        Shares    Market Value 
- ----------------------------------------------------------------------- 
Oil & Gas (continued) 
Repsol S.A. ADR                                 125,000    $  3,953,125 
Royal Dutch Petroleum Co.                       113,000      13,771,875 
Tenneco Inc.                                     95,700       4,402,200 
Triton Energy Corp. (a)                         150,000       6,956,250 
Union Texas Petroleum Holdings, Inc.            200,000       4,225,000 
USX Marathon Group                              204,800       4,044,800 
                                                             ----------- 
                                                             65,345,365 
                                                             ----------- 
Paper (3.1%) 
Alco Standard Corporation                        25,000       1,996,875 
Avery Dennison Corp.                             96,000       3,840,000 
Champion International Corp.                    100,000       5,212,500 
International Paper Co.                          47,100       4,038,825 
James River Corp of VA                          115,000       3,176,875 
Union Camp Corp.                                124,300       7,193,863 
                                                             ----------- 
                                                             25,458,938 
                                                             ----------- 
Photographic Equipment & Supplies (0.9%) 
Eastman Kodak Company                            90,800       5,504,750 
Polaroid Corp.                                   33,000       1,344,750 
                                                             ----------- 
                                                              6,849,500 
                                                             ----------- 
Pollution Control (0.8%) 
Browning-Ferris Industries Inc.                 183,300       6,621,713 
                                                             ----------- 
Publishing (2.5%) 
American Greetings Corp.                        236,400       6,944,250 
Gannett Co., Inc.                                67,300       3,651,025 
McGraw Hill, Inc.                                33,000       2,503,875 
Readers Digest Association Inc. Class A         152,000       6,707,000 
                                                             ----------- 
                                                             19,806,150 
                                                             ----------- 
Railroads (0.6%) 
Burlington Northern Inc.                         76,500       4,848,188 
                                                             ----------- 
Retail Trade (4.3%) 
American Stores Co.                             100,000       2,812,500 
AutoZone Inc. (a)                               110,000       2,763,750 
Barnes & Noble, Inc. (a)                         35,000       1,190,000 
Home Depot Inc.                                  85,700       3,481,563 
Kohls Corp. (a)                                  26,000       1,186,250 
May Department Stores Co.                       250,000      10,406,250 
Office Depot Inc. (a)                           145,600       4,095,000 
Penney (J.C.) Co., Inc.                         100,000       4,800,000 
Wal-Mart Stores Inc.                            160,000       4,280,000 
                                                             ----------- 
                                                             35,015,313 
                                                             -----------

                                       19

<PAGE>
 
Common Stocks (continued)                        Shares    Market Value 
- ----------------------------------------------------------------------- 
Rubber & Plastics (0.5%) 
The Goodyear Tire and Rubber Co.                104,800    $  4,323,000 
                                                             ----------- 
Services (0.7%) 
Loewen Group Inc.                                65,000       2,315,625 
Manpower Inc.                                    24,000         612,000 
Service Corporation International                75,000       2,371,875 
                                                             ----------- 
                                                              5,299,500 
                                                             ----------- 
Telecommunications (4.3%) 
Airtouch Communications (a)                     104,700       2,983,950 
American Telephone & Telegraph                   80,000       4,250,000 
Andrew Corp. (a)                                 37,500       2,170,312 
Ericsson (L.M.) Telefonaktiebolaget ADR 
  Class B                                       463,200       9,264,000 
Pacific Telesis Group                           195,000       5,216,250 
Sprint Corp.                                    175,000       5,884,375 
Tele Communications, Inc. N.E. Class A (a)      128,200       3,004,688 
U.S. Robotics Corp.                              15,000       1,635,000 
                                                             ----------- 
                                                             34,408,575 
                                                             ----------- 
Transportation (1.2%) 
AMR Corp. (a)                                    30,000       2,238,750 
Ryder Systems, Inc.                             163,200       3,896,400 
Union Pacific Corp.                              70,000       3,876,250 
                                                             ----------- 
                                                             10,011,400 
                                                            ------------ 
Total Common Stocks (Cost $586,771,570)                     780,523,198 
                                                            ------------ 
</TABLE>

                                       20

<PAGE>
 
<TABLE>
<CAPTION>
Short-term Investments (3.5%)                   Interest   Maturity           Par           Market 
                                                Rate         Date            Value           Value 
- ------------------------------------------------------------------------------------------------------ 
<S>                                             <C>        <C>            <C>            <C>
Commercial Paper (1.4%) 
Associates Corp. of North America               5.90%      07/05/95       $2,000,000     $  1,998,689 
Chevron Oil Finance Co.                         5.92       07/03/95        1,000,000          999,671 
Cooperative Assoc. of Tractor Dealers           6.02       07/11/95        1,000,000          998,328 
Dresdner US Finance                             5.98       07/06/95        3,000,000        2,997,508 
General Electric Capital Services, Inc.         5.85       07/13/95        2,000,000        1,996,100 
Prudential FDG Corp.                            5.93       07/11/95        2,500,000        2,495,882 
                                                                                          ------------ 
Total Commercial Paper                                                                     11,486,178 
                                                                                          ------------ 
U.S. Government Security (1.0%) 
U.S. Treasury Bill                              5.60       07/06/95        8,000,000        7,993,778 
                                                                                          ------------ 
Repurchase Agreement (1.1%) 
State Street Bank & Trust Co. dated 06/30/95, 5.500%, to be repurchased 
  at $9,161,197 on 07/03/95, collateralized by $8,750,000 U.S. Treasury Notes at 
  7.25%, due 05/15/16, with a current market value of $9,340,625                            9,157,000 
                                                                                          ------------ 
Total Short-term Investments (Cost $28,636,956)                                            28,636,956 
                                                                                          ------------ 
Total Investments (100.1%) (Cost $615,408,526) (b)                                        809,160,154 
                                                                                          ------------ 
Other Assets and Liabilities, Net (-0.1%)                                                  (1,019,927) 
                                                                                          ------------ 
Net Assets (100.0%)                                                                      $808,140,227 
                                                                                         ============= 
Net Asset Value Per Share (76,742,380 shares outstanding)                                      $10.53 
                                                                                         ============= 
(a) Non-income producing security. 
(b) The cost of investment for Federal income tax purposes is $615,676,984. 
    Gross unrealized appreciation and 
    depreciation of investments at 
    June 30, 1995 is as follows: 
    Gross unrealized appreciation                                                        $196,871,412 
    Gross unrealized depreciation                                                          (3,388,242) 
                                                                                         ------------- 
    Net unrealized appreciation                                                          $193,483,170 
                                                                                         ============= 
</TABLE>
See Notes to Financial Statements.

                                       21

<PAGE>
 
LIBERTY ALL STAR EQUITY FUND 

Statement 
of Assets and 
Liabilities 
June 30, 1995 
(Unaudited) 


Assets: 
 Investments at market value (Identified cost--$615,408,526)     $809,160,154 
 Receivable for investments sold                                    4,898,201 
 Dividends and interest receivable                                  1,216,879 
 Other assets                                                          98,379 
                                                                 ------------- 
  Total assets                                                    815,373,613 
                                                                 ------------- 
Liabilities: 
 Payable for investments purchased                                  6,496,470 
 Management fees payable                                              485,309 
 Administrative fee payable                                           126,218 
 Accrued expenses payable                                             125,389 
                                                                 ------------- 
  Total liabilities                                                 7,233,386 
                                                                 ------------- 
Net assets                                                       $808,140,227 
                                                                 ============= 
Net assets represented by: 
 Paid-in capital (unlimited number of shares of beneficial 
    interest without par value authorized, 76,742,380 shares 
    outstanding)                                                 $572,325,026 
 Undistributed net investment income                                3,816,288 
 Accumulated net realized gains on investment, less 
    distributions                                                  38,247,285 
 Net unrealized appreciation of investments                       193,751,628 
                                                                 ------------- 
Total net assets applicable to outstanding shares of 
   beneficial interest ($10.53 per share)                        $808,140,227 
                                                                 ============= 
See Notes to Financial Statements. 

                                       22

<PAGE>
 
LIBERTY ALL STAR EQUITY FUND 

Statement of 
Operations 
Six Months Ended 
June 30, 1995 
(Unaudited) 


 Investment income: 
 Dividends                                                       $  6,703,351 
 Interest                                                           1,168,982 
                                                                  ------------ 
  Total investment income                                           7,872,333 
Expenses: 
 Management fees                                $  2,799,787 
 Administrative fees                                 730,240 
 Custodian and transfer agent fees                   210,309 
 Proxy and shareholder communication expense         134,832 
 Printing expense                                     59,081 
 Legal and audit fees                                 34,808 
 Insurance expense                                    25,702 
 Trustees' fees and expense                           20,470 
 Miscellaneous expense                                40,816 
                                                   ---------- 
  Total expenses                                                    4,056,045 
                                                                  ------------ 
 Net Investment Income                                              3,816,288 
Realized and unrealized gains/(losses) on 
  investments: 
 Net realized gains on investment 
  transactions: 
  Proceeds from sales                            189,424,906 
  Cost of investments sold                       150,878,740 
                                                 ------------ 
  Net realized gains on investment 
  transactions                                                     38,546,166 
 Net unrealized appreciation of investments: 
  Beginning of period                            100,823,142 
  End of period                                  193,751,628 
                                                 ------------ 
   Change in unrealized appreciation--net                          92,928,486 
                                                                  ------------ 
Net increase in net assets resulting from 
  operations                                                     $135,290,940 
                                                                 ============= 
  See Notes to Financial Statements. 

                                       23

<PAGE>
 
LIBERTY ALL STAR EQUITY FUND 

Statements 
of Changes in 
Net Assets 

                                              Six Months 
                                                Ended 
                                               June 30,        Year Ended 
                                                 1995         December 31, 
                                             (Unaudited)          1994 
Operations: 
 Net investment income                       $  3,816,288     $  8,235,508 
 Net realized gains on investment 
  transactions                                 38,546,166       39,502,582 
 Change in unrealized appreciation-net         92,928,486      (55,240,220) 
                                               ----------     ------------- 
 Net increase (decrease) in net assets 
  resulting from operations                   135,290,940       (7,502,130) 
                                              -----------      ------------ 
Distributions declared from: 
 Net investment income                            --            (8,235,508) 
 Net realized gains on investments             (3,069,695)     (37,685,681) 
 Paid-in capital                              (34,534,071)     (25,433,673) 
                                               ----------      ------------ 
 Total distributions                          (37,603,766)     (71,354,862) 
                                               ----------      ------------ 
Capital transactions: 
 Increase in net assets from capital 
  share transactions                              --            64,454,198 
                                               ----------      ------------ 
 Total increase (decrease) in net assets       97,687,174      (14,402,794) 
Net Assets 
 Beginning of year                            710,453,053      724,855,847 
                                              -----------     ------------- 
 End of Period (including undistributed 
  net investment income of $3,816,288 at 
  June 30, 1995)                             $808,140,227     $710,453,053 
                                             ============     ============= 

  See Notes to Financial Statements. 

                                       24

<PAGE>
 
LIBERTY ALL STAR EQUITY FUND 

Financial 
Highlights 

<TABLE>
<CAPTION>
                                                                      Year Ended December 31, 
                                                        ---------------------------------------------------- 
                                         Six Months 
                                           Ended 
                                          June 30, 
                                            1995 
                                        (Unaudited)       1994        1993        1992       1991     1990 
<S>                                        <C>           <C>         <C>         <C>      <C>        <C>
Per Share Operating Performance: 
 Net asset value at beginning of 
  period                                   $ 9.26        $10.40      $ 10.78     $ 11.20  $  8.92    $ 9.58 
                                         -----------      ------      ------      ------      ---      ----- 
Income from Investment Operations: 
 Net investment income                       0.05          0.11         0.12        0.16     0.17      0.18 
 Net realized and unrealized 
  gains/(losses) on securities               1.71         (0.20)        0.78(a)     0.54     3.13      0.06 
 Provision for Federal income tax                                      (0.18) 
                                         -----------      ------      ------      ------      ---      ----- 
 Total from Investment Operations            1.76         (0.09)        0.72        0.70     3.30      0.24 
                                         -----------      ------      ------      ------      ---      ----- 
Less Distributions: 
 Dividends from net investment 
  income                                                  (0.12)       (0.12)      (0.18)   (0.15)    (0.20) 
 Distributions from realized 
  capital gains                             (0.04)        (0.52)       (0.58)      (0.66)   (0.87)    (0.47) 
 Returns of Capital                         (0.45)        (0.36)       (0.37)      (0.23)             (0.23) 
                                         -----------      ------      ------      ------      ---      ----- 
 Total distributions                        (0.49)        (1.00)       (1.07)      (1.07)   (1.02)    (0.90) 
                                         -----------      ------      ------      ------      ---      ----- 
 Change due to rights offering                            (0.05)(b)    (0.03)(b)   (0.05)(b) 
                                         -----------      ------      ------      ------   ------      ----- 
 Net asset value at end of period          $10.53        $ 9.26      $ 10.40     $ 10.78  $ 11.20    $ 8.92 
                                         ===========      ======      ======      ======   ======     ====== 
 Per share market value at end of 
  period                                   $   10        $8-1/2      $11-1/8     $11-1/8  $10-3/4    $7-3/4 
                                         ===========      ======      ======      ======   ======     ====== 
Total Investment Return for Shareholders: (c) 
 Based on net asset value (d)                19.4%*        (0.8%)        8.8%        6.9%    39.3%      4.2% 
 Based on market price (e)                   23.6%*       (14.9%)       12.7%       14.9%    53.9%      5.1% 
Ratios and Supplemental Data 
 Net assets at end of period 
  (millions)                               $  808        $  710      $   725     $   665  $   601    $  479 
 Ratio of expenses to average net 
  assets                                     1.08%**       1.07%        1.08%       1.08%    1.16%     1.23% 
 Ratio of net investment income to 
  average net assets                         1.01%**       1.16%        1.08%       1.44%    1.66%     1.98% 
 Portfolio turnover rate                       23%*          44%          72%         57%      72%       68% 
</TABLE>

 *On a non-annualized basis 
**On an annualized basis 
(a) Before provision for Federal income tax. 
(b) Effect of ALL-STAR's rights offering for shares at a price below net 
asset value. 
(c) Calculated assuming all distributions reinvested and all rights 
exercised. 
(d) Return calculated by valuing at net asset value per share. 
(e) Return calculated by valuing at market price per share. 
See Notes to Financial Statements. 

                                       25

<PAGE>
 
LIBERTY ALL STAR EQUITY FUND 

Notes to 
Financial 
Statements 

Note 1. Organization and Accounting Policies 

Liberty ALL-STAR Equity Fund ("ALL-STAR"), organized as a Massachusetts 
business trust on August 20, 1986, is a closed-end, diversified management 
investment company. ALL-STAR is managed by Liberty Asset Management Company 
(the "Manager"), an indirect wholly-owned subsidiary of Liberty Mutual 
Insurance Company. 

The following is a summary of significant accounting policies followed by 
ALL-STAR in the preparation of its financial statements. The policies are in 
conformity with generally accepted accounting principles. 

Valuation of Investments--Portfolio securities listed on an exchange and 
over-the-counter securities quoted on the NASDAQ system are valued on the 
basis of the last sale on the date as of which the valuation is made, or, 
lacking any sales, at the current bid prices. Over-the-counter securities not 
quoted on the NASDAQ system are valued on the basis of the mean between the 
current bid and asked prices on that date. Securities for which reliable 
quotations are not readily available are valued at fair value, as determined 
in good faith and pursuant to procedures established by the Trustees. 
Short-term instruments maturing in more than 60 days for which market 
quotations are readily available are valued at current market value. 
Short-term instruments with remaining maturities of 60 days or less are 
valued at amortized cost, unless the Board of Trustees determines that this 
does not represent fair value. 

Provision for Federal Income Tax--ALL-STAR qualifies as a "regulated 
investment company." As a result, a Federal income tax provision is not 
required for amounts distributed to shareholders. 

Other--Security transactions are accounted for on the trade date. Interest 
income and expenses are recorded on the accrual basis. Dividend income is 
recorded on the ex-dividend date. 

Note 2. Management and Administrative Fees 

Under ALL-STAR's management and portfolio management agreements, ALL-STAR 
pays the Manager a management fee for its investment management services at 
an annual rate of 0.80% of ALL-STAR's average weekly net asset value. The 
Manager pays each Portfolio Manager a portfolio management fee at an annual 
rate of 0.40% of the average weekly net asset value of the portion of the 
investment portfolio managed by it. ALL-STAR also pays the Manager a fee for 
administrative services at an annual rate of 0.20% of ALL- STAR's average 
weekly net asset value. The annual fund management and administrative fees 
are reduced to 0.72% and 0.18%, respectively, on average weekly net assets in 
excess of $400,000,000 and the aggregate annual fees payable by the Manager 
to the Portfolio Managers are reduced to 0.36% of ALL-STAR's average weekly 
net assets in excess of $400,000,000. 

Under the terms of a settlement of litigation initiated in 1988, the Manager 
will, until July 1997 or ALL-STAR's conversion to an open-end fund, whichever 
occurs first, make monthly rebates of a portion of its fee for investment 
management services ranging from 3.875% of such fee if the Fund's net assets 
are more than $550 million to zero if such assets are under $300 million. 
During the period ended June 30, 1995, $109,314 in rebates has been offset 
against management fees of the Fund. 

Note 3. Capital Transactions 

In a rights offering commencing August 8, 1994, shareholders exercised rights 
to purchase 4,704,931 shares at $9.14 per share for proceeds, net of 
expenses, of $42,793,069. In addition, during the year ended December 31, 
1994, distributions in the amount of $26,072,896 were paid in newly issued 
shares valued at market value or net asset value, but not less than 95% of 
market value, resulting in the issuance of 2,365,415 shares. In a rights 
offering commencing September 16, 1993, shareholders exercised rights to 
purchase 4,227,570 shares at $10.41 per share for proceeds, net of expenses, 
of $43,759,004. In addition, during the year ended December 31, 1993, 
distributions in the amount of $40,734,925 were paid in newly issued shares 
valued at net asset value, but not less than 95% of market value, resulting 
in the issuance of 3,814,605 shares. 

Note 4. Securities Transactions 

Realized gains and losses are recorded on the identified cost basis for both 
financial reporting and Federal income tax purposes. The cost of investments 
purchased and the proceeds from investments sold excluding short-term 
maturities for the period ended June 30, 1995 

                                       26


<PAGE>
 
                         LIBERTY ALL STAR EQUITY FUND 

Notes to 
Financial 
Statements 
(continued) 

were $150,878,740 and $189,419,315, respectively. 

Note 5. Distributions to Shareholders 

ALL-STAR currently has a policy of paying distributions on its common shares 
totalling approximately 10% of its net asset value per year, payable in four 
quarterly distributions of 2.5% of ALL-STAR's net asset value at the close of 
the New York Stock Exchange on the Friday prior to each quarterly declaration 
date. Distributions to shareholders are recorded on the ex-dividend date. 
Income and capital gain distributions are determined in accordance with 
Federal income tax regulations, which may differ from generally accepted 
accounting principles. 

[boxed text] 

1995 Annual Meeting of Shareholders 

 Liberty ALL-STAR Equity Fund's 1995 Annual Meeting of Shareholders was held 
on April 27, 1995. At the Meeting, Mr. Robert J. Birnbaum was elected as 
Trustee of the class whose term expires with the 1997 annual meeting and Mr. 
Richard W. Lowry was elected as a Trustee of the class whose term expires 
with the 1998 annual meeting. Messrs. James E. Grinnell and Richard I. 
Roberts continue in office as Trustees. 

 In addition, shareholders approved ALL-STAR's new Portfolio Management 
Agreements with Columbus Circle Investors and Provident Investment Counsel, 
Inc. entered into following the acquisitions of their predecessor firms on 
November 16, 1994 and February 15, 1995, respectively, and ratified the Board 
of Trustees' selection of KPMG Peat Marwick LLP as ALL-STAR's independent 
auditors for the year ending December 31, 1995. 

 The number of votes cast for, against or withheld and the number of 
abstentions on each matter were as follows: 

1. Election of Trustees 
Robert J. Birnbaum   For:               70,418,094 
                     Withheld Authority: 1,134,490 
Richard W. Lowry     For:               70,488,930 
                     Withheld Authority: 1,063,654 

2. Approval of new Portfolio Management Agreement with successor to Columbus 
Circle Investors 
For:     69,246,961 
Against:    714,972 
Abstain:  1,590,649 

3. Approval of new Portfolio Management Agreement with successor to Provident 
Investment Counsel, Inc. 
For:     69,184,148 
Against:    751,491 
Abstain:  1,616,945 

4. Ratification of selection of KPMG Peat Marwick LLP as independent auditors 
for 1995 
For:     70,249,103 
Against:    415,203 
Abstain:    888,277 

[end boxed text] 




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