LIBERTY ALL STAR EQUITY FUND
N-30B-2, 1996-06-12
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- -----------------------------
LIBERTY ALL * STAR EQUITY FUND 

New York Stock Exchange Trading Symbol: USA 


Fund Manager 
Liberty Asset Management Company 
Federal Reserve Plaza 
600 Atlantic Avenue 
Boston, Massachusetts 02210-2214 
1-617-722-6036 
Internet: http://www.lib.com/LAMCO/lamco.html 


Independent Auditors 
KPMG Peat Marwick LLP 
99 High Street 
Boston, Massachusetts 02110 

Custodian 
Boston Safe Deposit & Trust Company 
One Cabot Road 
Medford, Massachusetts 02155 

Investor Assistance, 
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* 
Harold W. Cogger 
James E. Grinnell* 
Richard W. Lowry* 


Officers 
Harold W. Cogger, Chairman of the Board of Trustees 
Richard R. Christensen, President & Chief Executive Officer 
William R. Parmentier, Jr., Vice President & Chief Investment Officer 
Peter L. Lydecker, Treasurer and Controller 
John L. Davenport, Secretary 


*Member of the audit committee. 
- ----------------------------------------------------------------------

[Liberty Logo] 

Printed with Soybean Inks 

[Recycle Logo]   Printed on Recycled Paper                       D/69m/5-96 


LIBERTY 
ALL*STAR 
EQUITY FUND 
- --------------------------------- 


1st 
Quarter Report 
1996 

                                      
<PAGE>
 
- ----------------------------------------------------------------------------- 
Liberty ALL * STAR Equity Fund 

- -------------------------- 
First Quarter Report 
Chairman's Letter 

To Our Fellow Shareholders:                                         April 1996 

The net asset value (NAV) of a common share of the Fund rose from $11.03 on 
December 31, 1995 to $11.42 on March 31, 1996, after deducting the cash 
distribution of 29 cents paid to shareholders during the quarter. The market 
price of a share of the Fund traded in a range from $10.50 to $11.50 before 
closing the quarter at $11.375. The ending price represented a discount to 
NAV of 0.4 percent compared with a discount to NAV of 1.4 percent on December 
31, 1995. Key investment results and comparisons are noted in the box. 


Fund Performance for the first quarter and latest 12 months ended 
March 31, 1996. Figures shown for the Fund and the Lipper Growth & 
Income Mutual Fund Average are total returns, which include income, 
less fees and other operating expenses. Figures shown for the 
unmanaged S&P 500 and Dow Jones indices are total returns including 
income. 
                                           First           Latest 
                                          Quarter         12 Months 
                                         ----------     ------------ 
Liberty ALL-STAR Equity Fund: 

 Shares Valued at Net Asset 
   Value                                    6.2%            28.5% 

 Shares Valued at Market Price 
   Reinvested                               7.3%            30.7% 

Lipper Growth & Income Mutual 
   Fund Average                             5.7%            27.9% 

S&P 500 Stock Index                         5.4%            32.0% 

Dow Jones Industrial Average                9.8%            37.5% 

Fund's Closing Price Range               $11.375 to      $11.375 to 
                                           10.625           9.375 
Fund's (Discount)/Premium Range           -6.4% to        -10.3% to 
                                            1.2%            1.2% 

The stock market continued its advance for the fifth quarter in a row. As the 
box at the left shows, ALL-STAR was up 6.2 percent, which compares favorably 
with 5.7 percent for the Lipper Growth & Income Mutual Fund Average 
(ALL-STAR's primary benchmark comparison) and 5.4 percent for the S&P 500 
Index. 


In the first quarter, economically sensitive cyclical stocks performed well. 
Investors' perceptions of the economy appeared to have shifted from a fear of 
recession to an expectation of moderate growth. As a result, the value style 
of investment management outperformed the growth style across the 
capitalization spectrum. ALL-STAR, with its multi-management and multi-style 
approach, performed well during the quarter. 


At the Annual Shareholders Meeting in April, Richard I. Roberts retired as 
Chairman and I succeeded him in that capacity. As the Founder of ALL-STAR in 
1986, Dick was critical to its success during its first decade. We thank him 
and wish him well in his retirement. 


Sincerely, 


[/s/ Harold W. Cogger] 

Harold W. Cogger 
Chairman of the Board of Trustees 
Liberty ALL-STAR Equity Fund 



                                        1
<PAGE>
 
- ----------------------------------------------------------------------------- 
Liberty ALL * STAR Equity Fund 

- -------------------- 
First Quarter Report 
President's Letter 

To Our Fellow Shareholders:                                         April 1996 


As discussed in the Chairman's letter, the stock market's advance continued 
unabated during the first quarter. However, the quarter was marked by 
significant rotation among the various economic sectors of the market as 
investors sought companies that would perform well in a moderate growth 
environment. In contrast to the generally strong market, utilities suffered a 
loss for the quarter in the aftermath of both a bitter winter across the U.S. 
and the February passage of the Telecommunications Bill. 


Despite a rising interest rate environment, finance issues posted an 
impressive gain for the quarter, paced by the brokerage firms that benefited 
from extensive initial public offerings and merger advisory fees and banks 
that benefited from consolidation. Previously sluggish industries like 
chemicals, air transportation and consumer durables performed strongly. The 
retail sector also bounced back as investors looked for undervalued and 
neglected areas of the market. Conversely, the technology sector experienced 
a sharp correction in January followed by a modest rally toward the end of 
the quarter. 


For the first quarter, the value style of investment management outperformed 
the growth style. Value managers typically concentrate their portfolios in 
the industrial and cyclical areas of the market and as a result were well 
positioned for the rotation referred to above. Palley-Needelman, a value 
manager in the Fund, is the subject of the manager interview beginning on 
page 7. Roger Palley discusses Palley-Needelman's investment philosophy and 
decision making process. He also offers his outlook for the remainder of 
1996. 


Liberty Asset Management Company's blending of different managers and styles 
is the cornerstone of our investment management process and is key to 
achieving ALL-STAR's dual objectives of above average returns with lower than 
average volatility compared to other growth and income funds. 


Monthly portfolio and other information is now available to shareholders via 
the Internet. LAMCO's Internet address can be found on the back cover of this 
report. 


                  Sincerely, 


                  [/s/ Richard R. Christensen] 


                  Richard R. Christensen 
                  President and Chief Executive Officer 
                  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, as a 
whole, while the final column shows portfolio characteristics for the entire 
S&P 500 Stock Index. 


The Investment Styles practiced by ALL-STAR's five Portfolio Managers are:

Palley-Needelman Asset Management, Inc. 
Companies with attractive valuations, sound fundamentals and good prospects. 

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

Oppenheimer Capital 
Contrarian holdings being overlooked and undervalued by investors. 

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

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


Portfolio Characteristics 
as of 
March 31, 1996 


<TABLE>
<CAPTION>
                                                                    Investment Style Spectrum 
                                                               Value                        Growth 

                                                                Palley-    Cooke & 
                                                              Needelman    Bieler     Oppenheimer 
<S>               <C>      <C>                                   <C>         <C>          <C>
                                                                 ------      -----      ---------- 

- ------------------------------------------------------------------------------------------------- 
Portfolio          1.      Number of Holdings                      35          34           28 
                   2.      Percent in Top Ten                     35%         43%          48% 
- ------------------------------------------------------------------------------------------------- 
Size and Debt      3.      Average Sales or Revenues             $15.4       $12.7        $12.9 
                           (billions) 
                   4.      Average Debt/Capital Ratio             35%         22%          43% 
- ------------------------------------------------------------------------------------------------- 
Profitability      5.      Average Return on Total Capital        10%         20%          14% 
                   6.      Average Return on Equity               16%         24%          23% 
- ------------------------------------------------------------------------------------------------- 
Growth             7.      Average Five-Year Sales                 4%          7%          12% 
                           Per Share Growth 
                   8.      Average Five-Year Earnings             24%         14%          27% 
- ------------------------------------------------------------------------------------------------- 
                           Per Share Growth 
Yield              9.      Dividend Yield                        2.6%        2.5%         1.6% 
                  10.      Average Five-Year                      49%         48%          31% 
- ------------------------------------------------------------------------------------------------- 
                           Dividend Payout Ratio 
Valuation         11.      Average Price/Earnings Ratio          17.5x      17.1x        15.4x 
                  12.      Average Price/Book Value Ratio         2.7x       3.0x         2.9x 
=============================================================== ======     =====       ========== 
</TABLE>

<TABLE>
<CAPTION>
                                                             S&P 
                       Columbus                   Total      500 
                        Circle      Provident   ALL-STAR    Index 
                       ---------   -----------     -----    ------- 

- ------------------------------------------------------------------ 
<S>                      <C>           <C>        <C>       <C>
Portfolio                  48            49         165      500 
                          35%           39%         15%      18% 
- ------------------------------------------------------------------ 
Size and Debt            $13.8         $6.4       $12.3     $23.1 
                          25%           27%         31%      34% 
- ------------------------------------------------------------------ 
Profitability             14%           17%         15%      14% 
                          18%           23%         21%      21% 
- ------------------------------------------------------------------ 
Growth                    17%           21%         12%       9% 
                          26%           25%         23%      22% 
- ------------------------------------------------------------------ 
Yield                     0.9%          0.6%       1.7%      2.3% 
                          21%           16%         33%      45% 
- ------------------------------------------------------------------ 
Valuation                28.5x         29.3x      19.8x     18.2x 
                         3.7x          6.3x        3.3x      3.2x 
 ==================      =======      =========    ====   ===== 
</TABLE>

                                      3 
<PAGE>
 
                        ------------------------------ 
                        LIBERTY ALL * STAR EQUITY FUND 
- ---------------------------------------------------------------
Major Stock Changes in the 
First Quarter 1996 

The following are the major ($2.5 million or more) stock changes--both 
additions and reductions--that were made in ALL-STAR's portfolio during the 
first quarter of 1996. 
<TABLE>
<CAPTION>
                                           Shares 
                              --------------------------------- 
                                                        Held 
Security Name                Additions    Reductions   3/31/96 
- --------------------------     --------    ---------   -------- 
<S>                            <C>         <C>         <C>
Adaptec, Inc.                   53,900                  53,900 
Allstate Corp.                  73,500                  73,500 
Cardinal Health, Inc.           50,900                  80,900 
Cooper Industries, Inc.         84,000                  84,000 
Fleet Financial Group, 
  Inc.                         105,200                 146,700 
Hanson PLC ADR                 300,000                 300,000 
Kimberly-Clark Corp.            55,900                 173,556 
Parker-Hannifin Corp.           90,000                 142,500 
American Express Co.                        (85,000)         0 
Applied Materials, Inc.                    (129,800)         0 
Bank of New York, Inc.                      (80,000)    57,100 
The Chubb Corp.                             (30,000)         0 
Freeport-McMoRan, Inc.                      (83,333)         0 
The Goodyear Tire and 
  Rubber Co.                               (114,800)         0 
Hewlett-Packard Co.                         (41,400)    64,000 
Intel Corp.                                (120,000)    75,000 
Loral Corp.                                (134,000)         0 
LSI Logic Corp.                             (92,200)         0 
Medtronic, Inc.                             (80,700)    88,000 
Merck & Co., Inc.                           (58,700)   157,500 
Monsanto Co.                                (35,200)    86,000 
SmithKline Beecham PLC ADR                  (65,000)         0 
VF Corp.                                    (85,500)         0 
</TABLE>

- ---------------------------------------------------------------
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 Purchase Plan, whereby distributions are automatically 
invested in additional shares of ALL-STAR. In addition, three rights 
offerings have allowed investors to acquire additional shares at a discount 
from the market price. 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 table on the facing page shows, an original share, including the 
rights offering and dividend reinvestment shares, has grown to a net asset 
value of $38.26 (3.350 shares times the current $11.42 net asset value per 
share) and a market price value of $38.11 (3.350 shares times the current 
$11.375 market price per share). Excluding the rights offering shares, an 
original share has grown to 2.715 shares. Thus, the original share has grown 
to a net asset value of $31.01 (2.715 shares times the current $11.42 net 
asset value per share) and a market price value of $30.88 (2.715 shares times 
the current $11.375 market price per share). 


                             1996 Annual Meeting 


At ALL-STAR's 1996 Annual Meeting held on April 17, shareholders reelected 
James E. Grinnell and elected Harold W. Cogger as Trustees, and ratified the 
selection of KPMG Peat Marwick LLP as the Fund's Independent Auditors for the 
current year. 



                                      4 
<PAGE>
 
Shareholders' 
Investment Growth 

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

[Begin Mountain Chart] 

<TABLE>
<CAPTION>
                Shares 
                Owned                Shares        Shares 
                at         Per       Purchased     Acquired   Shares 
                Beginning  Share     Through       Through    Owned 
                of         Distri-   Reinvestment  Rights     at End 
Year            Period     butions   Program       Offering   of Period 
 ------------    -------    ------    ----------    -------   --------- 
<S>               <C>      <C>           <C>        <C>         <C>
1987              1.000    $1.18         .140            --     1.140 
 ------------      -----      ----      --------      -----      ------- 
1988              1.140    $0.64         .107            --     1.247 
 ------------      -----      ----      --------      -----      ------- 
1989              1.247    $0.95         .156            --     1.403 
 ------------      -----      ----      --------      -----      ------- 
1990              1.403    $0.90         .168            --     1.571 
 ------------      -----      ----      --------      -----      ------- 
1991              1.571    $1.02         .171            --     1.742 
 ------------      -----      ----      --------      -----      ------- 
1992              1.742    $1.07         .199       0.179(2)    2.120 
 ------------      -----      ----      --------      -----      ------- 
1993              2.120    $1.25(5)      .266       0.138(3)    2.524 
 ------------      -----      ----      --------      -----      ------- 
1994              2.524    $1.00         .277       .0155(4)    2.956 
 ------------      -----      ----      --------      -----      ------- 
1995              2.956    $1.04         .311            --     3.267 
 ------------      -----      ----      --------      -----      ------- 
1996 
1st Quarter       3.267    $0.29         .083            --     3.350 
 ------------      -----      ----      --------      -----      ------- 
</TABLE>

<TABLE>
<CAPTION>
                NAV(1)                Price 
                Per        Total      Per 
                Share      NAV        Share      Total 
                at End     of         at End     Price of 
                of         Shares     of         Shares 
Year            Period     Owned      Period     Owned 
- ------------     -------    -------    -------   -------- 
<S>              <C>        <C>          <C>     <C>
1987             $ 7.90     $ 9.01      6        $ 6.84 
- ------------      -----      -----      -----      ------ 
1988             $ 8.29     $10.34      7-1/4    $ 9.04 
- ------------      -----      -----      -----      ------ 
1989             $ 9.58     $13.44      8-1/4    $11.57 
- ------------      -----      -----      -----      ------ 
1990             $ 8.92     $14.01      7-3/4    $12.18 
- ------------      -----      -----      -----      ------ 
1991             $11.20     $19.51     10-3/4    $18.73 
- ------------      -----      -----      -----      ------ 
1992             $10.78     $22.85     11-1/8    $23.59 
- ------------      -----      -----      -----      ------ 
1993             $10.40     $26.25     11-1/8    $28.08 
- ------------      -----      -----      -----      ------ 
1994             $ 9.26     $27.37      8-1/2    $25.13 
- ------------      -----      -----      -----      ------ 
1995             $11.03     $36.04     10-7/8    $35.53 
- ------------      -----      -----      -----      ------ 
1996 
1st Quarter      $11.42     $38.26     11-3/8    $38.11 
- ------------      -----      -----      -----      ------ 
</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. 


[End Mountain Chart] 


                                      5 
<PAGE>
 

                        ------------------------------ 
                        LIBERTY ALL * STAR EQUITY FUND 
Top 50 
Holdings 
As of 
March 31, 1996 



<TABLE>
<CAPTION>
           Rank 
          as of                                                   Value    Percent of 
 Rank   12/31/95    Security Name                                ($000)    Net Assets 
- -----     -------   ------------------------------------------    -----   ----------- 
 <S>       <C>      <C>                                          <C>          <C>
   1         4      Microsoft Corp.                              15,747       1.7% 
   2         1      Monsanto Co.                                 13,201       1.5 
   3         3      Royal Dutch Petroleum Co. ADR                13,150       1.5 
   4         7      Avon Products, Inc.                          13,008       1.4 
   5        13      Kimberly-Clark Corp.                         12,930       1.4 
   6         6      Raytheon Co.                                 12,608       1.4 
   7        10      May Department Stores Co.                    12,545       1.4 
   8        11      Federal Home Loan Mortgage Corp.             11,935       1.3 
   9         5      First Data Corp.                             11,768       1.3 
  10        12      Telefonakteibolaget LM Ericsson, 
                     Class B, ADR                                11,030       1.2 
  11        15      Computer Associates International, Inc.      10,998       1.2 
  12         9      McDonnell Douglas Corp.                      10,995       1.2 
  13        18      Citicorp                                     10,400       1.2 
  14        16      Cisco Systems, Inc.                          10,017       1.1 
  15         2      Merck & Co., Inc.                             9,804       1.1 
  16        19      American Greetings Corp.                      9,752       1.1 
  17        21      Oracle Systems Corp.                          9,517       1.1 
  18        26      Boeing Co.                                    8,870       1.0 
  19        23      Pitney Bowes, Inc.                            8,820       1.0 
  20        27      EXEL Limited                                  8,625       1.0 
  21        22      American International Group, Inc.            8,590       1.0 
  22        20      Triton Energy Corp.                           8,363       0.9 
  23        25      Exxon Corp.                                   8,163       0.9 
  24        30      United Healthcare Corp.                       8,149       0.9 
  25        24      Amgen, Inc.                                   7,952       0.9 
  26        28      Marsh & McLennan Companies, Inc.              7,802       0.9 
  27        29      General Electric Co.                          7,788       0.9 
  28        59      International Business Machines Corp.         7,779       0.9 
  29        36      Schering-Plough Corp.                         7,266       0.8 
  30        34      Travelers Group, Inc.                         7,260       0.8 
  31        40      State Street Boston Corp.                     7,250       0.8 
  32        92      American Stores Co.                           7,055       0.8 
  33        37      Dover Corp.                                   7,046       0.8 
  34        41      AFLAC, Inc.                                   7,031       0.8 
  35        45      Federal National Mortgage Association         7,013       0.8 
  36        47      Repsol SA ADR                                 6,903       0.8 
  37        33      Sprint Corp.                                  6,840       0.8 
  38        44      Sherwin-Williams Co.                          6,834       0.8 
  39        32      Unilever NV ADR                               6,788       0.8 
  40       114      U.S. Robotics Corp.                           6,747       0.7 
  41        43      Pfizer, Inc.                                  6,700       0.7 
  42        48      Genuine Parts Co.                             6,615       0.7 
  43        46      Eastman Kodak Co.                             6,546       0.7 
  44        31      Readers Digest Association, Inc. Class A      6,521       0.7 
  45        35      Union Pacific Corp.                           6,471       0.7 
  46        57      Union Camp Corp.                              6,431       0.7 
  47        53      Corning, Inc.                                 6,370       0.7 
  48        51      Transamerica Corp.                            6,364       0.7 
  49        60      Arrow Electronics, Inc.                       6,345       0.7 
  50        95      Providian Corp.                               6,248       0.7 
</TABLE>

                                      6 
<PAGE>
 

                        ------------------------------ 
                        LIBERTY ALL * STAR EQUITY FUND 


[Picture of Roger B. Palley] 


Roger B. Palley 
Palley-Needelman Asset Management, Inc. 

Manager Interview 
- ----------------- 


Superior Returns, Below-Market Risk and a Catalyst = Value Investing at 
Palley-Needelman 


Palley-Needelman Asset Management, Inc. is one of ALL-STAR's five portfolio 
management companies. 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. Recently, we had the 
opportunity to talk with Roger B. Palley, President of the firm. 


The views expressed in this interview represent the manager's views at the 
time of the discussion and are subject to change. 

LAMCO: Since it has been more than two years since we interviewed you for a 
quarterly report, please review Palley-Needelman's investment philosophy and 
style. 


Palley: "Investment philosophy and style." Webster's dictionary defines 
philosophy as a basic theory about a particular subject. Our "theory" 
encompasses a "value" style of investing that has provided clients with 
superior returns combined with below-market risk. As "value" managers, we own 
stocks with lower-than-market price/earnings ratios and price-to-book ratios. 
Other attributes include strong balance sheets, significant free cash flow 
and a steady record of dividend payments. We prefer larger capitalization 
companies that trade in volume on a daily basis so that there are no 
liquidity problems in acquiring or disposing of a particular stock. High 
quality is also an important aspect of our style. Stocks rated A- or better 
by Standard & Poor's represent about 60 percent of our holdings, compared to 
only 35 percent for the Russell 1000 Value Index. 

  Our search for value goes beyond identifying companies that are 
statistically cheap. We must also be able to isolate specific characteristics 
that will lead to added shareholder value. We call these "catalysts," and 
they include such things as a positive management change, a restructuring 
that may unlock hidden value or the prospect of a corporate event, such as a 
spinoff or merger, that can add to shareholder wealth. If a catalyst is not 
fulfilled in a reasonable period of time, then we sell that issue and move on 
to something else with more potential. Another aspect of our style is broad 
diversification. We spread the portfolio across about 10 economic sectors and 
20 different industries. This avoids a common "value trap," which is finding 
too many great bargains in one industry until it represents a large segment 
of the portfolio and adds significantly to risk. 
                                                           Continued on page 8 



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

  "Our search for value goes beyond identifying companies that are 
statistically cheap. We must also be able to isolate specific characteristics 
that will lead to added shareholder value. We call these 'catalysts' . . . " 
                                                                --Roger Palley 

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



                                      7 
<PAGE>
 
                        ------------------------------ 
                        LIBERTY ALL * STAR EQUITY FUND 

Continued from page 7 

  We also own stocks of foreign-based companies in the form of American 
Depository Receipts (ADRs). Since the U.S. now represents only about 25 
percent of all publicly traded stocks in the world, we would be ignoring 75 
percent of the investment opportunities if we did not look globally. ADRs 
currently represent about 13 percent of our portfolio and we have a 
self-imposed discipline that they not exceed 20 percent. 


LAMCO: Please discuss the first quarter in relation to your investment style. 


Palley: The first quarter saw a shift from consumer staple issues to 
industrial and cyclical stocks as investors perceived a stronger economy. Two 
of the best performing groups were basic materials and consumer cyclicals, 
where we were overweighted, as would be expected with our style. We also had 
very good individual stock performance within these groups. Monsanto, for 
example, a diversified chemical company, was up more than 15 percent for the 
quarter. It reached our target and was sold. Our retail stocks also did very 
well, with May Company and Dayton Hudson gaining 16 percent and 14 percent, 
respectively. 

  The weakest sectors were public utilities and technology, and we have 
minimal exposure to both. The accelerating shakeout in technology stocks left 
semiconductors among the worst performing industry groups for the second 
straight quarter. Our conservative, large-cap style kept us out of these 
stocks. Our primary technology holding, IBM, was up 23 percent for the 
quarter, which reaffirmed the benefit of our conservative approach. 

  As previously mentioned, our style includes ownership of foreign stocks, 
and one of our best performers for the quarter was Ciba-Geigy, gaining 41 
percent. Ciba, the second largest pharmaceutical company in Switzerland, 
announced it is merging with Sandoz, creating one of the largest diversified 
drug companies in the world. 


LAMCO: Please discuss two or three recent acquisitions for your portfolio and 
the reasons you bought them. Also, highlight two stocks that have been in the 
portfolio for a long period and the reasons for maintaining the positions. 


Palley: We added two new issues to the portfolio in the first quarter--Hanson 
PLC and Crown Cork & Seal. Hanson is a U.K. and U.S. based conglomerate made 
up of a diverse group of businesses. On January 30, 1996, Hanson announced 
that it will split into four separate companies. We believe the separate 
businesses are worth more than is currently being reflected in the price of 
the stock, and we agree with management's rationale that the individual 
companies will have better growth opportunities and will be operated more 
efficiently. There will be value added from smaller companies where each 
management has more flexibility along with monetary incentives unique to 
their own unit rather than to Hanson as a whole. There is an ongoing shift 
from income-oriented shareholders to investors with capital appreciation 
goals, putting some selling pressure on the stock and helping to create a 
buying opportunity. The current price/earnings ratio is 10.5 times estimated 
earnings for the year ending September 1996. We have a target price about 20 
percent higher than the current price. 

  Crown Cork & Seal is a worldwide packaging company that has recently made a 
large acquisition in Europe. The purchase of Carnaud will double sales and 
create significant opportunities for cost savings, coming from a reduction of 
selling, general and administrative expense and more efficient raw material 
purchasing systems. Product lines will be expanded and different markets will 
be addressed. This is the second major purchase after the successful melding 
of Continental Can in 1989. After this purchase earnings grew from $1.19 to 
$2.29 between 1989 and 1994. 


  The "new" combined entities will be very strong in the food and beverage 
packaging market, while specialty pack 



                                      8 
<PAGE>
 
                        ------------------------------ 
                        LIBERTY ALL * STAR EQUITY FUND 

aging and fast growing plastic packaging will round out the broad product 
line. We see strong earnings growth over the next two years along with nearly 
$3.00 per share in free cash flow. The price/earnings ratio on forward 
earnings for 1996 and 1997 is 20 times and 14 times, respectively, with a 
current yield of two percent. Also, the customer base is quite stable in 
relation to their business, and cyclical forces should not be a concern. 


  IBM was first purchased in February of 1994 at $52.00 per share, with 
additional purchases on several occasions. Our original thesis is still 
intact and, in fact, has improved. To put this to rest once and for all, the 
personal computer business for IBM was never a swing factor in our analysis. 
More important to us is the success IBM is having in larger, computer related 
software/services and systems business. The strategy for using the huge cash 
flow generated by IBM for acquisitions has been moving forward. These 
additions will bring some new areas for opportunities in the internet world 
and service related operations. 

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

  "We sell stocks that reach our price objective on the upside when relative 
price/earnings multiples exceed historical norms. In other words, we take our 
profit and move on . . . " 
                                                                --Roger Palley 


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

  The stock is currently trading at approximately 10 times 1996 earnings, and 
based on 1997 earnings potential, the price/earnings ratio is less than 9. 
This seems inexpensive for a company of IBM's growing successes. The company 
is also generating free cash flow of $7 to $8 billion per year, which gives 
them more flexibility to raise the dividend, purchase their stock and fund 
more niche acquisitions. 

  Ciba-Geigy was purchased in January of 1995 at $31 per share and is 
currently trading at $62. Ciba is a leading pharmaceutical, chemical and 
agrochemical producer. It was founded in Switzerland in 1890 and, with total 
sales of more than $15 billion, is one of the largest diversified 
pharmaceutical companies in the world. Catalysts include an aggressive 
restructuring program that should continue to emphasize cost reductions and 
productivity gains. We have gained confidence in management, as it has taken 
steps to maintain profitability during difficult times and has moved 
aggressively to revitalize the pharmaceutical business through key 
acquisitions. Last year's purchase of a 49.9 percent interest in Chiron 
brings a strong drug portfolio and new DNA technology to the company. 
Chiron's projected five-year growth rate of 25 percent should boost Ciba's 
earnings. 

  Ciba's balance sheet is sound, even by Swiss standards. Long-term debt is 
only seven percent of total capital and annual free cash flow equals about 
four percent of capitalization. In February of this year, the company 
announced that it is merging with Sandoz, which is the largest pharmaceutical 
company in Switzerland. This will create a worldwide drug powerhouse, thus 
resulting in both cost-saving and revenue synergies that will add to earnings 
growth. 


LAMCO: Please discuss your sell discipline with some specific examples. 

Palley: Our sell discipline incorporates various fundamental and technical 
inputs. We sell stocks that reach our price objective on the upside when 
relative price/earnings multiples exceed historical norms. In other words, we 
take our profit and move on to another issue that has more appreciation 
potential. This is the easy part of a sell discipline. 
                                                           Continued on page 10



                                      9 
<PAGE>
 
                        ------------------------------ 
                        LIBERTY ALL * STAR EQUITY FUND 

Continued from page 9 

  More difficult is when stocks decline and we must decide to buy, sell or 
hold. When a stock declines 15 percent from its most recent high on an 
absolute basis, or relative to the market (S&P 500) or its industry, the 
stock is automatically reviewed. At this time, the investment committee will 
look at price movements and the outlook for the company, especially compared 
to the original factors that went into buying the stock. If the fundamentals 
have turned negative, we will dispose of the issue and limit any more price 
erosion. Some of the dynamics we look at very carefully include fundamental 
erosion, political or currency risk, and loss of management credibility. 


  Turning to some specific examples, we bought Philips Electronics at a time 
when new management had begun improving the company's profitability, and the 
economy in Europe was gaining momentum. After a quick runup, the stock began 
to fade. Its important entertainment subsidiary, Polygram, lost earnings 
momentum, while its consumer electronics business suffered from an unexpected 
slowdown in Europe. Management's ability to control events came into 
question, which lowered our confidence. Future earnings growth also became 
more dependent upon its semiconductor business, which we felt increased the 
riskiness of the investment. Increased risk and loss of confidence in 
management led to our decision to sell. 


  We purchased Monsanto in the fall of 1994. The company had new, aggressive 
management, yet was still perceived as a sleepy organization with some 
attractive assets but moderate growth prospects. The stock was selling at 
about 12 times earnings, which was a significant discount to the market. 
After moving up substantially, it reached our target and was sold. At the 
time of our sale, the market's perception of Monsanto had changed radically. 
Management is now considered superior, growth prospects for its agriculture 
business are well above average and its price-earnings ratio has moved up. It 
no longer fit our "value" profile. 


LAMCO: Please discuss your outlook for 1996. What factors will drive the 
market? 

Palley: The stock market has been strong for five straight quarters, 
beginning on January 1, 1995 and taking the S&P 500 up 45 percent. We think 
it's prudent to expect some cooling of this strength for the balance of 1996. 
While we are not expecting a long-term bear market, a correction could occur 
to consolidate the sharp run-up. We would consider a 10 percent correction as 
a buying opportunity, since it would likely build a base for further gains 
over the longer term. We look for a total return for 1996 in the 10 to 15 
percent range, which is more in line with the historical norm. 

  The factors that should drive the market in 1996 include: the direction of 
interest rates, corporate earnings growth, the valuation level of the market 
and supply-demand characteristics. In our opinion, none of these appear to 
pose a serious threat over the balance of 1996. While interest rates have 
spiked up recently, modest inflation and economic growth point to a 
relatively 



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

  "We would consider a 10 percent correction as a buying opportunity, since it 
would likely build a base for further gains over the longer term." 
                                                                --Roger Palley 


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



                                      10 
<PAGE>

                        ------------------------------ 
                        LIBERTY ALL * STAR EQUITY FUND 

stable environment this year. Corporate earnings are clearly decelerating 
from last year's torrid pace of close to 25 percent growth, but should still 
gain 5 percent to 10 percent this year. The valuation backdrop for the market 
points to some overvaluation but this could last for an extended period. 
Finally, there seems to be a ready supply of cash coming into the market. 
Stock mutual funds were deluged with $28.9 billion in new money in 
January--more than any previous month in history, with similar inflows in 
February and March. This trend should continue as baby boomers save more 
toward retirement, and as foreign money begins to flow back into the U.S. 
market. There is also strong demand for stocks coming from corporations. This 
is occurring due to record merger and acquisitions activity, and a high level 
of corporate stock buy-back programs. [STAR] 


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 have been rewarded as a result of the consistent 
reinvestment of distributions. Each share of ALL-STAR owned by shareholders 
who have participated in the Dividend Reinvestment Program since the Fund 
began operations in 1986 would have grown to 2.715 shares as of March 31, 
1996. These shares have a total net asset value of $31.01. 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 1-800-LIB-FUND (1-800-542-3863) weekdays between 9 AM 
and 5 PM Eastern time. 



                                      11 
<PAGE>
 
                        ------------------------------ 
                        LIBERTY ALL * STAR EQUITY FUND 



<TABLE>
<CAPTION>
Schedule of Investments as of March 31, 1996 
(Unaudited) 
<S>                                   <C>           <C> 
Common Stocks (96.7%)                  Shares       Market Value 
Aerospace (2.2%) 
Boeing Co.                            102,400       $  8,870,400 
McDonnell Douglas Corp.               120,000         10,995,000 
                                                  ------------- 
                                                      19,865,400 
                                                  ------------- 
Auto Parts (1.2%) 
Eaton Corp.                            64,000          3,856,000 
Genuine Parts Co.                     147,000          6,615,000 
                                                  ------------- 
                                                      10,471,000 
                                                  ------------- 
Banks (4.3%) 
Bank of New York Co., Inc.             57,100          2,940,650 
Chemical Banking Corp.                 59,800          4,215,900 
Citicorp                              130,000         10,400,000 
Corestates Financial Corp.            130,000          5,508,750 
Fleet Financial Group, Inc.           146,700          5,941,350 
State Street Boston Corp.             145,000          7,250,000 
Wachovia Corp.                         70,000          3,132,500 
                                                  ------------- 
                                                      39,389,150 
                                                  ------------- 
Broadcasting & Cable (1.4%) 
British Sky Broadcasting Group ADR     80,000          3,210,000 
Cabletron Systems, Inc. (a)            40,000          2,650,000 
Tele-Communications Liberty Media, 
  Inc., Class A (a)                    75,350          1,987,356 
Viacom, Inc., Class B (a)             103,000          4,338,875 
                                                  ------------- 
                                                      12,186,231 
                                                  ------------- 
Business Services (1.7%) 
Dun & Bradstreet Corp.                 51,000          3,091,875 
First Data Corp.                      166,927         11,768,354 
                                                  ------------- 
                                                      14,860,229 
                                                  ------------- 
Chemicals (2.6%) 
The Lubrizol Corp.                    123,000          3,628,500 
Monsanto Co.                           86,000         13,201,000 
Sherwin-Williams Co.                  154,000          6,833,750 
                                                  ------------- 
                                                      23,663,250 
                                                  ------------- 
Computer & Business Equipment (10.8%) 
Automatic Data Processing, Inc.       100,000          3,937,500 
Ceridian Corp. (a)                     40,000          1,720,000 
Cisco Systems, Inc. (a)               216,000         10,017,000 
Computer Associates International, 
  Inc.                                153,550         10,998,019 
Computer Sciences Corp. (a)            40,000          2,815,000 
General Motors Corp., Class E          62,700          3,573,900 
Hewlett-Packard Co.                    64,000          6,016,000 
Informix Corp. (a)                    157,100          4,143,512 
Intel Corp.                            75,000          4,265,625 
International Business Machines 
  Corp.                                70,000          7,778,750 
Microsoft Corp. (a)                   152,700         15,747,188 
Oracle Systems Corp. (a)              201,950          9,516,894 
Pitney Bowes, Inc.                    180,000          8,820,000 
3Com Corp. (a)                         75,000          2,990,625 
Xerox Corp.                            42,000          5,271,000 
                                                  ------------- 
                                                      97,611,013 
                                                  ------------- 
Construction (0.9%) 
Foster-Wheeler Corp.                  125,000          5,546,875 
Masco Corp.                            95,000          2,755,000 
                                                  ------------- 
                                                       8,301,875 
                                                  ------------- 
Consumer Products (1.2%) 
Gucci Group NV ADR (a)                 35,000          1,680,000 
Nike, Inc., Class B                    31,700          2,575,625 
Consumer Products (continued) 
Unilever NV ADR                        50,000         $6,787,500 
                                                  ------------- 
                                                      11,043,125 
                                                  ------------- 
Cosmetics & Toiletries (1.9%) 
Avon Products, Inc.                   151,700         13,008,275 
Gillette Co.                           80,000          4,140,000 
                                                  ------------- 
                                                      17,148,275 
                                                  ------------- 
Diversified (4.3%) 
American Standard Co., Inc. (a)        58,000          1,696,500 
Cooper Industries, Inc.                84,000          3,276,000 
Corning, Inc.                         182,000          6,370,000 
General Electric Co.                  100,000          7,787,500 
Hanson PLC ADR                        300,000          4,500,000 
Minnesota Mining & Manufacturing 
  Co.                                  79,800          5,177,025 
Parker-Hannifin Corp.                 142,500          5,343,750 
Whitman Corp.                         200,000          4,850,000 
                                                  ------------- 
                                                      39,000,775 
                                                  ------------- 
Drugs & Health Care (11.2%) 
American Home Products Corp.            9,500          1,029,563 
Amgen, Inc. (a)                       136,800          7,951,500 
Boston Scientific Corp. (a)            45,000          2,070,000 
Bristol-Myers Squibb Co.               70,000          5,993,750 
Cardinal Health, Inc.                  80,900          5,197,825 
Ciba-Geigy AG ADR                      99,200          6,200,000 
Columbia/HCA Healthcare Corp.         104,900          6,057,975 
Elan Corp. ADR (a)                     30,000          1,927,500 
HEALTHSOUTH Corp. (a)                  85,000          2,890,000 
Johnson & Johnson                      60,000          5,535,000 
Medtronic, Inc.                        88,000          5,247,000 
Merck & Co., Inc.                     157,500          9,804,375 
Oxford Health Plans, Inc. (a)          40,000          3,510,000 
Pfizer, Inc.                          100,000          6,700,000 
Pharmacia & Upjohn, Inc.              152,975          6,099,878 
Schering-Plough Corp.                 125,000          7,265,625 
St. Jude Medical, Inc. (a)             80,000          2,985,000 
United Healthcare Corp.               132,500          8,148,750 
Warner-Lambert Co.                     60,000          6,195,000 
                                                  ------------- 
                                                     100,808,741 
                                                  ------------- 
Electrical Utilities (0.6%)
Pinnacle West Capital Corp.           170,000          4,908,750 
                                                  ------------- 

Electronics & Electrical 
  Equipment (4.0%) 
Adaptec, Inc. (a)                      53,900          2,600,675 
Analog Devices, Inc. (a)               70,000          1,960,000 
Arrow Electronics, Inc. (a)           135,000          6,345,000 
General Motors Corp., Class H          48,800          3,086,600 
Grainger (W.W), Inc.                   27,000          1,812,375 
Honeywell, Inc.                        33,000          1,823,250 
Molex, Inc.                            39,062          1,249,984 
Raytheon Co.                          246,000         12,607,500 
Stratacom, Inc. (a)                    56,700          2,076,637 
Tyco International Ltd.                65,000          2,323,750 
                                                  ------------- 
                                                      35,885,771 
                                                  ------------- 
Financial Services (5.9%) 
Countrywide Credit Industries, Inc.   140,000          3,097,500 
CUC International, Inc. (a)            60,000          1,755,000 
Federal Home Loan Mortgage Corp.      140,000         11,935,000 

                                       12
<PAGE>
 
                        ------------------------------ 
                        LIBERTY ALL * STAR EQUITY FUND 

Schedule of Investments (continued) 
Common Stocks-continued

Financial Services (continued) 
Federal National Mortgage Assoc.      220,000         $7,012,500 
First USA, Inc.                        60,000          3,397,500 
Green Tree Financial Corp.             62,800          2,158,750 
H & R Block, Inc.                     100,000          3,612,500 
MBNA Corp.                            180,000          5,332,500 
Morgan Stanley Group, Inc.            120,000          6,210,000 
Paychex, Inc.                          20,000          1,170,000 
Travelers Group, Inc.                 110,000          7,260,000 
                                                  ------------- 
                                                      52,941,250 
                                                  ------------- 
Food & Beverage (1.8%) 
Dole Foods, Inc.                      120,000          4,620,000 
McCormick & Co., Inc.                 135,000          2,970,000 
Nabisco Holdings Corp.                105,000          3,438,750 
PepsiCo, Inc.                          85,900          5,433,175 
                                                  ------------- 
                                                      16,461,925 
                                                  ------------- 
Hotels & Leisure (2.2%) 
Brunswick Corp.                       210,000          4,830,000 
Hasbro, Inc.                          119,000          4,403,000 
HFS, Inc. (a)                          90,000          4,376,250 
Walt Disney Co.                        92,419          5,903,264 
                                                  ------------- 
                                                      19,512,514 
                                                  ------------- 
Industrial Equipment (0.9%) 
Crown Cork & Seal Co., Inc.            20,000            975,000 
Dover Corp.                           154,000          7,045,500 
                                                  ------------- 
                                                       8,020,500 
                                                  ------------- 
Insurance (8.4%) 
Aetna Life & Casualty Co.              34,500          2,604,750 
AFLAC, Inc.                           225,000          7,031,250 
Allstate Corp.                         73,500          3,096,188 
American International Group, Inc.     91,750          8,590,094 
Aon Corp.                             101,450          5,250,038 
Cigna Corp.                            28,100          3,210,425 
EXEL Limited                          125,000          8,625,000 
Marsh & McLennan Companies, Inc.       84,000          7,801,500 
MBIA, Inc.                             63,000          4,725,000 
MGIC Investment Corp.                  99,000          5,395,500 
PMI Group, Inc.                        20,000            872,500 
Progressive Corp. (a)                 134,000          5,979,750 
Providian Corp.                       140,000          6,247,500 
Transamerica Corp.                     85,000          6,364,375 
                                                  ------------- 
                                                      75,793,870 
                                                  ------------- 
Metals & Mining (0.8%) 
Freeport-McMoRan Copper & Gold, 
  Inc., Class A                       175,000          5,534,375 
Potash Corp. of Saskatchewan, Inc.     30,100          1,881,250 
                                                  ------------- 
                                                       7,415,625 
                                                  ------------- 
Oil & Gas (7.5%) 
Amerada Hess Corp.                     45,500          2,502,500 
Burlington Resources, Inc.            123,000          4,566,375 
Elf Aquitaine SA ADR                   48,924          1,657,300 
Enron Corp.                            45,000          1,659,375 
Exxon Corp.                           100,000          8,162,500 
Mobil Corp.                            40,100          4,646,588 
Repsol SA ADR                         184,700          6,903,162 
Royal Dutch Petroleum Co. ADR          93,100         13,150,375 
Schlumberger Ltd.                      24,500          1,938,562 
Tenneco, Inc.                          91,200          5,095,800 
Triton Energy Corp. (a)               150,000          8,362,500 
Oil & Gas (continued) 
Union Texas Petroleum Holdings, 
  Inc.                                200,000         $3,950,000 
USX Marathon Group                    234,800          4,519,900 
                                                  ------------- 
                                                      67,114,937 
                                                  ------------- 
Paper (4.1%) 
Alco Standard Corp.                    50,000          2,606,250 
Avery Dennison Corp.                   96,000          5,184,000 
Champion International Corp.          120,000          5,430,000 
International Paper Co.               122,200          4,811,625 
Kimberly-Clark Corp.                  173,556         12,929,922 
Union Camp Corp.                      129,600          6,431,400 
                                                  ------------- 
                                                      37,393,197 
                                                  ------------- 
Photographic Equipment & 
  Supplies (0.7%) 
Eastman Kodak Co.                      92,200          6,546,200 
                                                  ------------- 
Pollution Control (0.7%) 
Browning Ferris Industries, Inc.      165,900          5,225,850 
Republic Industries, Inc. (a)          40,000          1,255,000 
                                                  ------------- 
                                                       6,480,850 
                                                  ------------- 
Publishing (3.1%) 
American Greetings Corp.              353,000          9,751,625 
Gannett Co., Inc.                      84,300          5,669,175 
McGraw-Hill Cos., Inc.                 33,000          2,862,750 
R. R. Donnelley & Sons Co.            100,000          3,450,000 
Readers Digest Assoc., Inc., 
  Class A                             138,000          6,520,500 
                                                   ------------- 
                                                      28,254,050 
                                                  ------------- 
Retail Trade (4.2%) 
American Stores Co.                   213,800          7,055,400 
AutoZone, Inc. (a)                     70,000          2,371,250 
Dayton Hudson Corp.                    68,000          5,771,500 
Federated Department Stores, 
  Inc.(a)                              95,700          3,086,325 
Home Depot, Inc.                       47,300          2,264,487 
May Department Stores Co.             260,000         12,545,000 
Office Depot, Inc. (a)                114,000          2,237,250 
Safeway, Inc. (a)                      96,100          2,738,850 
                                                  ------------- 
                                                      38,070,062 
                                                  ------------- 
Services (0.6%) 
Service Corp. International           110,000          5,362,500 
                                                  ------------- 

Telecommunications (5.3%) 
AT&T Corp.                             82,900          5,077,625 
MCI Communications Corp.              181,400          5,487,350 
Motorola, Inc.                        113,000          5,989,000 
Nokia Corp. ADR                       110,000          3,767,500 
Sprint Corp.                          180,000          6,840,000 
Telefonakteibolaget LM Ericsson, 
  Class B, ADR                        516,000         11,029,500 
U.S. Robotics Corp. (a)                52,200          6,746,850 
WorldCom, Inc. (a)                     51,600          2,373,600 
                                                  ------------- 
                                                      47,311,425 
                                                  ------------- 
Transportation (2.2%) 
AMR Corp. (a)                          60,000          5,370,000 
Burlington Northern, Inc.              71,500          5,871,938 
Southwest Airlines Co.                 76,100          2,254,462 
Union Pacific Corp.                    94,300          6,471,337 
                                                  ------------- 
                                                      19,967,737 
                                                  ------------- 
Total Common Stocks 
  (Cost $620,644,761)                                871,790,227 
                                                  ------------- 
</TABLE>

                                      13
<PAGE>
 
<TABLE>
<CAPTION>
                                      Interest   Maturity       Par           Market 
                                         Rate       Date       Value          Value 
<S>                                      <C>     <C>        <C>           <C>
Commercial Paper (2.2%) 
American Express Credit Corp.            5.20%   04/04/96   $4,000,000    $  4,000,000 
Chevron Oil Finance Co.                  5.37    04/02/96    1,000,000         999,851 
Cooperative Associate Tractor Dealer     5.25    04/04/96    3,000,000       2,998,687 
Goldman Sachs Group LP                   5.20    04/09/96    1,500,000       1,498,267 
Nestle Capital Corp.                     5.25    04/11/96    1,000,000         998,542 
Pearson                                  5.27    04/12/96    2,000,000       1,996,779 
PepsiCo, Inc                             5.25    04/15/96    2,000,000       1,995,917 
Prudential Funding                       5.46    04/04/96    2,900,000       2,898,680 
Student Loan Corp.                       5.25    04/18/96    2,000,000       1,995,013 
                                                                            ----------- 
                                                                            19,381,736 
                                                                            ----------- 
U.S. Government Security (0.7%) 
U.S. Treasury Bill                       5.27    04/04/96    6,500,000       6,497,384 
                                                                            ----------- 
Repurchase Agreement (1.0%) 
Bankers Trust Securities Corp. dated 03/29/96, 5.50%, to be 
  repurchased at $9,374,295 on 04/01/96, collateralized by U.S. 
  Treasury notes with various maturities to 1998, with a current 
  market value of $9,577,270                                                 9,370,000 
                                                                            ----------- 
Total Short-term Investments (Cost $35,249,120)                             35,249,120 
                                                                            ----------- 
Total Investments (100.6%) (Cost $655,893,881) (b)                         907,039,347 
Other Assets and Liabilities, Net (-0.6%)                                   (5,510,558) 
                                                                            ----------- 
Net Assets (100.0%)                                                       $901,528,789 
                                                                            =========== 
Net Asset Value Per Share (78,975,840 shares outstanding)                       $11.42 
                                                                            =========== 
Notes to Schedule of Investments: 
(a) Non-income producing security. 
(b) Gross unrealized appreciation and depreciation of investments at 
    March 31, 1996 is as follows:

    Gross unrealized appreciation                                         $259,447,191 
    Gross unrealized depreciation                                           (8,301,725) 
                                                                            ----------- 
    Net unrealized appreciation                                           $251,145,466 
                                                                           =========== 
</TABLE>


<TABLE>
<CAPTION>
 <S>         <C>
 Acronym                Name 
 ------      ----------------------------- 
  ADR        American Depository Receipt 
</TABLE>

Short-term Investments (3.9%) 

Per Share Changes in Net Assets 

<TABLE>
<CAPTION>
                              Three Months Ended                  Year Ended December 31, 
                                March 31, 1996      ---------------------------------------------------- 
                                 (Unaudited)         1995       1994        1993        1992       1991 
                              ------------------     -----    --------    --------    --------   ------- 
 <S>                                <C>            <C>        <C>         <C>         <C>        <C>
 Net asset value at 
  beginning of period               $11.03         $ 9.26     $10.40      $10.78      $11.20     $ 8.92 
                               -----------------      ---      ------      ------      ------      ----- 
 Net investment income                0.02           0.10       0.11        0.12        0.16       0.17 
 Distributions declared              (0.29)         (1.04)     (1.00)      (1.07)      (1.07)     (1.02) 
 Change due to rights 
  offering                                                     (0.05)(a)   (0.03)(a)   (0.05)(a) 
 Net realized and 
  unrealized gain (loss) 
    on investments                    0.66           2.71      (0.20)       0.78        0.54       3.13 
 Provision for Federal 
  income tax                                                               (0.18) 
                               -----------------      ---      ------      ------      ------      ----- 
 Net asset value at end of 
  period                            $11.42         $11.03     $ 9.26      $10.40      $10.78     $11.20 
                               =================      ===      ======      ======      ======      ===== 
(a) Effect of ALL-STAR's rights offering for shares at a price below net asset value. 
</TABLE>

                                      14
<PAGE>
 
                        ------------------------------ 
                        LIBERTY ALL * STAR EQUITY FUND 

Distribution Policy 

  Liberty ALL-STAR Equity Fund's current policy, in effect since 1988, is to 
pay distributions on its common shares totaling approximately 10% of its net 
asset value per year, payable in four quarterly installments 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 distribution date. The fixed distributions are 
not related to the amount of ALL-STAR's net investment income or net realized 
capital gains or losses. If, for any calendar year, the total distributions 
required by the 10% pay-out policy exceed ALL-STAR's net investment income 
and net realized capital gains, the excess will generally be treated as a 
tax-free return of capital, reducing the shareholder's adjusted basis in his 
or her shares. If ALL-STAR's net investment income and net short-term and 
long-term realized gains for any year exceed the minimum amount required to 
be distributed under the 10% pay-out policy, ALL-STAR may, in its discretion, 
retain and not distribute net long-term capital gains to the extent of such 
excess. 

                                      15



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