<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>2
<FILENAME>notice.txt
<DESCRIPTION>NOTICE OF GUARANTEE
<TEXT>
                           FORM OF NOTICE OF GUARANTEED DELIVERY
                                 For Shares of Common Stock of

                                LIBERTY ALL-STAR GROWTH FUND, INC.
                             Subscribed for under Primary Subscription
                              and the Over-Subscription Privilege


     Liberty  All-Star Growth Fund, Inc. (the "Fund") issued to its shareholders
of  record,  as of the close of  business  on August 6,  2001,  non-transferable
rights in the ratio of one right for every eight whole shares held on the record
date,  generally  entitling  the holders  thereof to subscribe  for one share of
beneficial interest of the Fund for each right held. The terms and conditions of
the  Rights  Offering  are set forth in the  Prospectus,  which is  incorporated
herein by  reference.  Capitalized  terms  herein shall have the same meaning as
defined  in the  Prospectus.  As set forth in the  Prospectus,  this form or one
substantially equivalent hereto may be used as a means of effecting subscription
and payment for all shares of the Fund's Common Stock (the "Shares")  subscribed
for under the Primary  Subscription and the  Over-Subscription  Privilege.  This
form  may be  delivered  by hand or sent by  facsimile  transmission,  overnight
courier or first class mail to the Subscription Agent.

                          The Subscription Agent is:
                                EQUISERVE, INC.
                        Attention: Corporate Actions

     By First-Class Mail:                                    By Facsimile:
       P.O. Box 43025                                       (781) 575-4826
    Providence RI, 02940-3025

                                 Confirm by telephone to:
                                      (781) 575-4816

 By Express Mail or Overnight Courier:                  By Hand:
     40 Campanelli Drive                        Securities Transfer and
     Braintree, MA 02184                           Reporting Services, Inc.
                                                   c/o EquiServe
                                                  100 Williams St. Galleria
                                                     New York, NY 10038

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS,  OR TRANSMISSION OF INSTRUCTIONS VIA
A TELECOPY  FACSIMILE  NUMBER,  OTHER THAN AS SET FORTH ABOVE, DOES NOT
CONSTITUTE A VALID DELIVERY.

     The New York Stock  Exchange  member firm,  bank or trust  company or other
nominee that completes this form must  communicate this guarantee and the number
of Shares subscribed for in connection with this guarantee (separately disclosed
as to the  Primary  Subscription  and the  Over-Subscription  Privilege)  to the
Subscription  Agent and must  deliver  this  Notice of  Guaranteed  Delivery  of
Payment to the  Subscription  Agent  prior to 5:00 p.m.,  Eastern  time,  on the
Expiration Date,  September 10, 2001, unless the Offer is extended.  This Notice
of Guaranteed  Delivery  guarantees  delivery to the  Subscription  Agent of (a)
payment  in full for all  subscribed  Shares and (b) a  properly  completed  and
signed copy of the Subscription  Certificate (which certificate and full payment
must then be delivered no later than the close of business of the third business
day after the Expiration Date, unless extended).  Failure to deliver this Notice
or to make the delivery  Guaranteed  herein will result in a  forfeiture  of the
Rights.

                                    GUARANTEE

     The undersigned,  a member firm of the New York Stock Exchange or a bank or
trust company having an office or  correspondent  in the United  States,  hereby
guarantees  delivery to the  Subscription  Agent by no later than 5:00 p.m., New
York  time,  on  September  13,  2001  (unless  extended  as  described  in  the
Prospectus) of (a) a properly  completed and executed  Subscription  Certificate
and (b) payment of the full estimated  Subscription  Price for Shares subscribed
for on  Primary  Subscription  and  for any  additional  Shares  subscribed  for
pursuant to the Over-Subscription  Privilege, as subscription for such Shares is
indicated herein or in the Subscription Certificate.

                                                      (continued on other side)

<PAGE>

                                                  Broker Assigned Control#_____

                            LIBERTY ALL-STAR GROWTH FUND, INC.
<TABLE>
<CAPTION>

<S>                             <C>                   <C>                              <C>
1.   Primary                    Number of Rights      Number of Shares pursuant to     Payment to be made in
     Subscription               to be exercised       Primary Subscription requested   connection with
                                                      for which you are guaranteeing   Shares from Primary
                                                      delivery of Rights and Payment   Subscription

                                                                   Shares              $_________________
                                Rights    =           (Rights / by 8)

2.   Over-Subscription                                Number of Shares pursuant to     Payment to be made in
                                                      Over-Subscription requested      connection with Shares from
                                                      for which you are guaranteeing   Over-Subscription
                                                      payment

                                                                   Shares              $__________________

3.   Totals                     Total Number of       Total Number of Shares
                                Rights to be          Requested
                                Delivered
                                                      ___________Shares                $______________
                                           Rights                                      Total Payment

</TABLE>


Method of delivery (circle one)

A.   Through Depository Trust Company ("DTC")

B.   Direct to EquiServe, as Subscription Agent.  Please indicate below how the
     Rights to be delivered should be registered.

               -------------------------------------

               -------------------------------------

               -------------------------------------


     Please sign a unique  control  number for each  guarantee  submitted.  This
number needs to be referenced  on any direct  delivery of Rights or any delivery
through DTC. In addition,  please note that if you are  guaranteeing  for Shares
subscribed   pursuant  to  the   Over-Subscription   Privilege  and  are  a  DTC
participant,  you must also execute and forward to  EquiServe a DTC  Participant
Over-Subscription Exercise form.

   ---------------------------------                 --------------------------
   Name of Firm                                      Authorized Signature

   ---------------------------------                 --------------------------
   DTC Participant Number                            Title

  ----------------------------------                 --------------------------
   Address                                           Name (Please Type or Print)

   ---------------------------------                 --------------------------
    Zip Code                                         Phone Number

   ---------------------------------                 --------------------------
   Contact Name                                      Date




</TEXT>
</DOCUMENT>
