UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB Number:  3235-0582

Expires:    March 31, 2006

Estimated average burden hours per response......14.4

Liberty All Star Growth Fund, Inc.

(Exact name of registrant as specified in charter)

One Financial Center, Boston, Massachusetts

02111

(Address of principal executive offices)

(Zip code)

Vincent Pietropaolo, Esq.

Columbia Management Group, Inc.

One Financial Center Boston, MA 02111

(Name and address of agent for service)

Registrant’s telephone number, including area code:

1-617-772-3698

Date of fiscal year end:

12/31/04

Date of reporting period:

7/1/2003 - 6/30/2004

(a)

The name of the issuer of the portfolio security;

(b)

The exchange ticker symbol of the portfolio security;

(c)

The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security;

(d)

The shareholder meeting date;

(e)

A brief identification of the matter voted on;

(f)

Whether the matter was proposed by the issuer or by a security holder;

(g)

Whether the registrant cast its vote on the matter;

(h)

How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors);
and

(i)

Whether the registrant cast its vote for or against management.

Ticker:

ARDI

Security ID:

04648K105

Meeting Date:

JUN 18, 2004

Meeting Type:

Annual

Record Date:

APR 20, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director Krish Panu

For

For

Management

1.2

Elect Director T. Peter Thomas

For

For

Management

2

Ratify Auditors

For

For

Management

3

Change Company Name

For

For

Management

Ticker:

AMG

Security ID:

008252108

Meeting Date:

JUN 8, 2004

Meeting Type:

Annual

Record Date:

APR 21, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director William J. Nutt

For

For

Management

1.2

Elect Director Sean M. Healey

For

For

Management

1.3

Elect Director Richard E. Floor

For

Withhold

Management

1.4

Elect Director Stephen J. Lockwood

For

For

Management

1.5

Elect Director Harold J. Meyerman

For

For

Management

1.6

Elect Director Robert C. Puff, Jr.

For

For

Management

1.7

Elect Director Dr. Rita M. Rodriguez

For

For

Management

Ticker:

AFFX

Security ID:

00826T108

Meeting Date:

JUN 10, 2004

Meeting Type:

Annual

Record Date:

APR 16, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director Stephen P.A. Fodor, Ph.D.

For

Withhold

Management

1.2

Elect Director Paul Berg, Ph.D.

For

For

Management

1.3

Elect Director John D. Diekman, Ph.D.

For

Withhold

Management

1.4

Elect Director Vernon R. Loucks, Jr.

For

For

Management

1.5

Elect Director Susan E. Siegel

For

Withhold

Management

1.6

Elect Director David B. Singer

For

Withhold

Management

1.7

Elect Director John A. Young

For

For

Management

2

Amend Omnibus Stock Plan

For

Against

Management

3

Ratify Auditors

For

For

Management

Ticker:

AGIL

Security ID:

00846X105

Meeting Date:

OCT 9, 2003

Meeting Type:

Annual

Record Date:

AUG 20, 2003

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director Klaus-Dieter Laidig

For

For

Management

1.2

Elect Director Gareth Chang

For

For

Management

2

Ratify Auditors

For

For

Management

Ticker:

ACL

Security ID:

H01301102

Meeting Date:

APR 27, 2004

Meeting Type:

Annual

Record Date:

MAR 18, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

APPROVAL OF THE 2003 ANNUAL REPORT AND ACCOUNTS OF ALCON, INC. AND THE 2003 CONSOLIDATED FINANCIAL STATEMENTS OF ALCON, INC. AND SUBSIDIARIES

For

Did Not Vote

Management

2

APPROPRIATION OF AVAILABLE EARNINGS AND PROPOSED DIVIDEND TO SHAREHOLDERS FOR THE FINANCIAL YEAR 2003

For

Did Not Vote

Management

3

DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS

For

Did Not Vote

Management

4

ELECTION TO THE BOARD OF DIRECTORS OF: WERNER J. BAUER

For

Did Not Vote

Management

5

ELECTION TO THE BOARD OF DIRECTORS OF: FRANCISCO CASTANER

For

Did Not Vote

Management

6

ELECTION TO THE BOARD OF DIRECTORS OF: LODEWIJK J.R. DE VINK

For

Did Not Vote

Management

7

ELECTION OF KPMG KLYNVELD PEAT MARWICK GOERDELER SA, ZURICH, AS GROUP AND PARENT COMPANY AUDITORS

For

Did Not Vote

Management

8

ELECTION OF ZENSOR REVISIONS AG, ZUG, AS SPECIAL AUDITORS

For

Did Not Vote

Management

Ticker:

ALTR

Security ID:

021441100

Meeting Date:

MAY 11, 2004

Meeting Type:

Annual

Record Date:

MAR 16, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director John P. Daane

For

For

Management

1.2

Elect Director Robert W. Reed

For

For

Management

1.3

Elect Director Charles M. Clough

For

For

Management

1.4

Elect Director Robert J. Finocchio Jr

For

For

Management

1.5

Elect Director Kevin Mcgarity

For

For

Management

1.6

Elect Director Paul Newhagen

For

For

Management

1.7

Elect Director William E. Terry

For

For

Management

1.8

Elect Director Susan Wang

For

For

Management

2

Amend Stock Option Plan

For

For

Management

3

Amend Employee Stock Purchase Plan

For

For

Management

4

Ratify Auditors

For

For

Management

5

Approve Option Expensing

Against

For

Shareholder

Ticker:

AMZN

Security ID:

023135106

Meeting Date:

MAY 25, 2004

Meeting Type:

Annual

Record Date:

MAR 29, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director Jeffrey P. Bezos

For

For

Management

1.2

Elect Director Tom A. Alberg

For

For

Management

1.3

Elect Director L. John Doerr

For

For

Management

1.4

Elect Director William B. Gordon

For

For

Management

1.5

Elect Director Myrtle S. Potter

For

For

Management

1.6

Elect Director Thomas O. Ryder

For

For

Management

1.7

Elect Director Patricia Q. Stonesifer

For

For

Management

2

Ratify Auditors

For

For

Management

3

Limit Executive Compensation

Against

Against

Shareholder

Ticker:

AMGN

Security ID:

031162100

Meeting Date:

MAY 13, 2004

Meeting Type:

Annual

Record Date:

MAR 19, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director Frank J. Biondi, Jr.

For

For

Management

1.2

Elect Director Jerry D. Choate

For

For

Management

1.3

Elect Director Frank C. Herringer

For

For

Management

1.4

Elect Director Gilbert S. Omenn

For

For

Management

2

Ratify Auditors

For

For

Management

3

Prepare Glass Ceiling Report

Against

Against

Shareholder

4

Expense Stock Options

Against

For

Shareholder

Ticker:

AVCT

Security ID:

053893103

Meeting Date:

JUN 10, 2004

Meeting Type:

Annual

Record Date:

APR 30, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director William H. McAleer

For

For

Management

1.2

Elect Director David P. Vieau

For

For

Management

1.3

Elect Director Doyle C. Weeks

For

For

Management

2

Ratify Auditors

For

For

Management

Ticker:

AVP

Security ID:

054303102

Meeting Date:

MAY 6, 2004

Meeting Type:

Annual

Record Date:

MAR 15, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director Edward T. Fogarty

For

For

Management

1.2

Elect Director Susan J. Kropf

For

For

Management

1.3

Elect Director Maria Elena Lagomasino

For

Withhold

Management

2

Ratify Auditors

For

For

Management

3

Increase Authorized Common Stock

For

For

Management

4

Declassify the Board of Directors

Against

For

Shareholder

5

Report on Feasibility of Removing Parabens from Company Products

Against

Against

Shareholder

6

Report on Feasibility of Removing Dibutyl Phthalate from Company Products

Against

Against

Shareholder

Ticker:

BEAS

Security ID:

073325102

Meeting Date:

JUN 11, 2004

Meeting Type:

Annual

Record Date:

APR 30, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director Dean O. Morton

For

For

Management

1.2

Elect Director George Reyes

For

For

Management

2

Ratify Auditors

For

Against

Management

Ticker:

BFAM

Security ID:

109195107

Meeting Date:

MAY 27, 2004

Meeting Type:

Annual

Record Date:

APR 1, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director Fred K. Foulkes

For

For

Management

1.2

Elect Director Linda A. Mason

For

For

Management

1.3

Elect Director Ian M. Rolland

For

For

Management

1.4

Elect Director Mary Ann Tocio

For

For

Management

1.5

Elect Director David Gergen

For

For

Management

2

Increase Authorized Common Stock

For

Against

Management

Ticker:

BRO

Security ID:

115236101

Meeting Date:

APR 22, 2004

Meeting Type:

Annual

Record Date:

MAR 1, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director J. Hyatt Brown

For

For

Management

1.2

Elect Director Samuel P. Bell, III

For

For

Management

1.3

Elect Director Hugh M. Brown

For

For

Management

1.4

Elect Director Bradley Currey, Jr.

For

For

Management

1.5

Elect Director Jim W. Henderson

For

For

Management

1.6

Elect Director Theodore J. Hoepner

For

For

Management

1.7

Elect Director David H. Hughes

For

For

Management

1.8

Elect Director John R. Riedman

For

For

Management

1.9

Elect Director Jan E. Smith

For

For

Management

Ticker:

CVC

Security ID:

12686C109

Meeting Date:

MAY 25, 2004

Meeting Type:

Annual

Record Date:

APR 5, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director Charles D. Ferris

For

Withhold

Management

1.2

Elect Director Richard H. Hochman

For

For

Management

1.3

Elect Director Victor Oristano

For

For

Management

1.4

Elect Director Vincent Tese

For

For

Management

1.5

Elect Director Thomas V. Reifenheiser

For

For

Management

1.6

Elect Director John R. Ryan

For

For

Management

2

Ratify Auditors

For

For

Management

Ticker:

CSE

Security ID:

14055X102

Meeting Date:

APR 28, 2004

Meeting Type:

Annual

Record Date:

MAR 5, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director Andrew B. Fremder

For

For

Management

1.2

Elect Director Tully M. Friedman

For

For

Management

1.3

Elect Director Paul R. Wood

For

For

Management

Ticker:

CRR

Security ID:

140781105

Meeting Date:

APR 13, 2004

Meeting Type:

Annual

Record Date:

FEB 13, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director Claude E. Cooke, Jr.

For

For

Management

1.2

Elect Director Chad C. Deaton

For

For

Management

1.3

Elect Director H.E. Lentz, Jr.

For

For

Management

1.4

Elect Director William C. Morris

For

For

Management

1.5

Elect Director John J. Murphy

For

For

Management

1.6

Elect Director C. Mark Pearson

For

For

Management

1.7

Elect Director Robert S. Rubin

For

For

Management

2

Ratify Auditors

For

For

Management

3

Approve Omnibus Stock Plan

For

For

Management

Ticker:

CKEC

Security ID:

143436400

Meeting Date:

MAY 21, 2004

Meeting Type:

Annual

Record Date:

APR 2, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director Michael W. Patrick

For

For

Management

1.2

Elect Director Elizabeth C. Fascitelli

For

For

Management

1.3

Elect Director Richard A. Friedman

For

For

Management

1.4

Elect Director Alan J. Hirschfield

For

For

Management

1.5

Elect Director John W. Jordan II

For

For

Management

1.6

Elect Director S. David Passman III

For

For

Management

1.7

Elect Director Carl L. Patrick, Jr.

For

For

Management

1.8

Elect Director Kenneth A. Pontarelli

For

For

Management

1.9

Elect Director Roland C. Smith

For

For

Management

1.10

Elect Director Patricia A. Wilson

For

For

Management

1.11

Elect Director David W. Zalaznick

For

For

Management

2

Approve Omnibus Stock Plan

For

For

Management

Ticker:

CAKE

Security ID:

163072101

Meeting Date:

MAY 18, 2004

Meeting Type:

Annual

Record Date:

MAR 31, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director Thomas L. Gregory

For

For

Management

2

Amend Stock Option Plan

For

For

Management

3

Amend Omnibus Stock Plan

For

For

Management

4

Amend Non-Employee Director Stock Option Plan

For

For

Management

Ticker:

CBI

Security ID:

167250109

Meeting Date:

MAY 13, 2004

Meeting Type:

Annual

Record Date:

APR 1, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

FIRST POSITION: BALLENGEE

For

Did Not Vote

Management

2

FIRST POSITION: BORDAGES

Against

Did Not Vote

Management

3

SECOND POSITION: SIMPSON

For

Did Not Vote

Management

4

SECOND POSITION: LEVENTRY

Against

Did Not Vote

Management

5

TO AUTHORIZE THE PREPARATION OF THE ANNUAL ACCOUNTS AND ANNUAL REPORT IN THE ENGLISH LANGUAGE AND ADOPT DUTCH STATUTORY ANNUAL ACCOUNTS

For

Did Not Vote

Management

6

TO DISCHARGE MANAGEMENT BOARD AND SUPERVISORY BOARD FROM LIABILITY IN EXERCISE OF THEIR DUTIES

For

Did Not Vote

Management

7

TO RESOLVE THE FINAL DIVIDEND

For

Did Not Vote

Management

8

TO REPURCHASE UP TO 30% OF THE ISSUED SHARE CAPITAL

For

Did Not Vote

Management

9

TO CANCEL SHARES TO BE ACQUIRED BY THE COMPANY IN ITS OWN SHARE CAPITAL

For

Did Not Vote

Management

10

TO APPROVE THE EXTENSION OF THE AUTHORITY TO ISSUE AND/OR GRANT RIGHTS ON SHARES AND TO LIMIT OR EXCLUDE PREEMPTIVE RIGHTS

For

Did Not Vote

Management

11

TO INCREASE THE AMOUNT OF THE AUTHORIZED SHARE CAPITAL

For

Did Not Vote

Management

12

TO APPOINT DELOITTE & TOUCHE AS THE COMPANY S INDEPENDENT PUBLIC ACCOUNTANTS

For

Did Not Vote

Management

Ticker:

PLCE

Security ID:

168905107

Meeting Date:

JUN 15, 2004

Meeting Type:

Annual

Record Date:

APR 30, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director Stanley Silverstein

For

Withhold

Management

2

Ratify Auditors

For

For

Management

3

Amend Stock Option Plan

For

Against

Management

Ticker:

CIEN

Security ID:

171779101

Meeting Date:

MAR 10, 2004

Meeting Type:

Annual

Record Date:

JAN 20, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director Patrick H. Nettles

For

For

Management

1.2

Elect Director John R. Dillon

For

For

Management

1.3

Elect Director Lawton W. Fitt

For

For

Management

Ticker:

CTAS

Security ID:

172908105

Meeting Date:

OCT 14, 2003

Meeting Type:

Annual

Record Date:

AUG 18, 2003

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1

Fix Number of Directors

For

For

Management

2.1

Elect Director Richard T. Farmer

For

Withhold

Management

2.2

Elect Director Robert J. Kohlhepp

For

For

Management

2.3

Elect Director Scott D. Farmer

For

For

Management

2.4

Elect Director Paul R. Carter

For

Withhold

Management

2.5

Elect Director Gerald V. Dirvin

For

Withhold

Management

2.6

Elect Director Robert J. Herbold

For

Withhold

Management

2.7

Elect Director Roger L. Howe

For

Withhold

Management

2.8

Elect Director David C. Phillips

For

Withhold

Management

3

Approve Non-Employee Director Stock Option Plan

For

For

Management

4

Expense Stock Options

Against

For

Shareholder

5

Establish a Nominating Committee of Independent Directors

Against

For

Shareholder

6

Require Majority of Independent Directors on Board

Against

For

Shareholder

7

Report on Code of Conduct

Against

Against

Shareholder

Ticker:

CSCO

Security ID:

17275R102

Meeting Date:

NOV 11, 2003

Meeting Type:

Annual

Record Date:

SEP 12, 2003

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director Carol A. Bartz

For

For

Management

1.2

Elect Director Larry R. Carter

For

For

Management

1.3

Elect Director John T. Chambers

For

For

Management

1.4

Elect Director Dr. James F. Gibbons

For

For

Management

1.5

Elect Director Dr. John L. Hennessy

For

For

Management

1.6

Elect Director Roderick C. McGeary

For

For

Management

1.7

Elect Director James C. Morgan

For

For

Management

1.8

Elect Director John P. Morgridge

For

For

Management

1.9

Elect Director Donald T. Valentine

For

For

Management

1.10

Elect Director Steven M. West

For

For

Management

1.11

Elect Director Jerry Yang

For

For

Management

2

Amend Employee Stock Purchase Plan

For

For

Management

3

Ratify Auditors

For

For

Management

4

Report on Company Products Used by the Government to Monitor the Internet

Against

Against

Shareholder

5

Report on Pay Disparity

Against

Against

Shareholder

Ticker:

CDL

Security ID:

17285T106

Meeting Date:

MAY 24, 2004

Meeting Type:

Annual

Record Date:

MAR 29, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director David W. Checketts

For

For

Management

1.2

Elect Director J. Anthony Forstmann

For

Withhold

Management

1.3

Elect Director Charles P. Rose, Jr.

For

For

Management

2

Ratify Auditors

For

For

Management

Ticker:

CCU

Security ID:

184502102

Meeting Date:

APR 28, 2004

Meeting Type:

Annual

Record Date:

MAR 8, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director Alan D. Feld

For

Withhold

Management

1.2

Elect Director Thomas O. Hicks

For

For

Management

1.3

Elect Director Perry J. Lewis

For

For

Management

1.4

Elect Director L. Lowry Mays

For

For

Management

1.5

Elect Director Mark P. Mays

For

For

Management

1.6

Elect Director Randall T. Mays

For

For

Management

1.7

Elect Director B.J. Mccombs

For

For

Management

1.8

Elect Director Phyllis B. Riggins

For

For

Management

1.9

Elect Director Theordore H. Strauss

For

For

Management

1.10

Elect Director J.C. Watts

For

For

Management

1.11

Elect Director John H. Williams

For

For

Management

2

Ratify Auditors

For

For

Management

Ticker:

CGNX

Security ID:

192422103

Meeting Date:

APR 22, 2004

Meeting Type:

Special

Record Date:

MAR 10, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director Robert J. Shillman

For

For

Management

1.2

Elect Director Anthony Sun

For

For

Management

Ticker:

COX

Security ID:

224044107

Meeting Date:

MAY 18, 2004

Meeting Type:

Annual

Record Date:

MAR 19, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director G. Dennis Berry

For

Withhold

Management

1.2

Elect Director Janet M. Clarke

For

For

Management

1.3

Elect Director James C. Kennedy

For

Withhold

Management

1.4

Elect Director Robert C. O’Leary

For

Withhold

Management

1.5

Elect Director James O. Robbins

For

Withhold

Management

1.6

Elect Director Rodney W. Schrock

For

For

Management

1.7

Elect Director Andrew J. Young

For

For

Management

2

Approve Employee Stock Purchase Plan

For

For

Management

Ticker:

CXR

Security ID:

224051102

Meeting Date:

MAY 11, 2004

Meeting Type:

Annual

Record Date:

MAR 15, 2004

#

Proposal

Mgt Rec

Vote Cast

Sponsor

1.1

Elect Director Juanita P. Baranco

For

For

Management

1.2

Elect Director G. Dennis Berry

For

Withhold

Management

1.3

Elect Director Richard A. Ferguson

For

Withhold

Management

1.4

Elect Director Paul M. Hughes

For

For

Management

1.5

Elect Director James C. Kennedy

For

Withhold

Management

1.6

Elect Director Marc W. Morgan

For

Withhold

Management

1.7

Elect Director Robert F. Neil

For

Withhold

Management

1.8

Elect Director Nicholas D. Trigony

For

Withhold

Management

2

Approve Employee Stock Purchase Plan

For

For

Management

3

Approve Omnibus Stock Plan

For