<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>4
<FILENAME>notice.txt
<DESCRIPTION>NOTICE OF GUARANTEED DELIVERY
<TEXT>
                           NOTICE OF GUARANTEED DELIVERY
                           For Shares of Common Stock of

                          LIBERTY ALL-STAR GROWTH FUND, INC.
                     Subscribed for under the Primary Subscription
                        and the Over-Subscription Privilege
                          (together, the "Rights Offering")


     Liberty  All-Star Growth Fund, Inc. (the "Fund") issued to its shareholders
of record,  as of the close of  business  on August 11,  2003  ("Record  Date"),
non-transferable  rights  ("Rights")  in the ratio of one  Right for each  whole
share of the Fund's  common stock held on the Record Date,  generally  entitling
the holders thereof to subscribe for new Shares (the "Shares") at a rate of one
new Share of common stock of the Fund for each eight Rights held (the  "Primary
Subscription")  with the right to subscribe for additional Shares not subscribed
for by others in the Primary Subscription (the  "Over-Subscription  Privilege").
At its  discretion,  the Fund may  increase  the amount of Shares  offered in an
amount of up to 25% of the primary  offering  amount to cover  over-subscription
requests.  The terms and conditions of the Rights  Offering are set forth in the
Prospectus,  which is incorporated into this document 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
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 TRUST COMPANY, N.A.
                        Attention: Corporate Actions

     By First-Class Mail:                                    By Facsimile:
       P.O. Box 859208                                       (781) 380-3388
    Braintree, MA 02185-9208

                                 Confirm by telephone to:
                                 (781) 843-1833, ext. 200

 By Express Mail or Overnight Courier:                  By Hand:
     161 Bay State Road                           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., New York City time, on the
Expiration Date,  September 11, 2003,  unless the Offer is extended by the Fund.
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  Subscription  Certificate  (which  certificate and full payment must
then be delivered no later than the close of business on September 16, 2003, the
third  business day after the  Expiration  Date,  unless  extended).  Failure to
deliver  this  Notice  or to make  the  delivery  guaranteed  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 City time,  on  September  16, 2003  (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

                                _______Rights    =     ______________Shares              $_________________
                                                       (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

                                  _______Rights        ___________Shares               $______________
                                                                                        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  you  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>
