STRONG OPPORTUNITY FUND INC
N-30D, 1999-03-04
Previous: IMMUNOMEDICS INC, S-3/A, 1999-03-04
Next: CHANCELLOR CORP, 8-K, 1999-03-04



                                   THE STRONG
                                   ----------

                                     GROWTH
                                     FUNDS

                       =================================
                       ANNUAL REPORT o DECEMBER 31, 1998
                       =================================


                          The Strong Common Stock Fund

                           The Strong Discovery Fund

                           The Strong Enterprise Fund

                             The Strong Growth Fund

                           The Strong Growth 20 Fund

                            The Strong Mid Cap Fund

                          The Strong Opportunity Fund

                        The Strong Small Cap Value Fund

                        The Strong Strategic Growth Fund


                        [PHOTO OF STRONG FUNDS BUILDING]

                                 [STRONG LOGO]
                                  STRONG FUNDS
<PAGE>
                            LETTER FROM THE CHAIRMAN

Dear Strong Investor,

     It was a rainy Friday night in Owings  Mills,  Md., in October  1996. I was
sitting on the set of "Wall Street Week," being  interviewed by Louis  Rukeyser.
We had been  talking  about the  incredible  bull  market  that was  heading for
another year of  double-digit  returns.  Lou  asked--with  tongue in cheek--if I
thought it could last forever.

     My response  was that I didn't know how long the bull would run, but that I
was pretty sure of one thing: We ought to enjoy it. We live in remarkable times,
the kind of times we only  dreamt  about when I was in  school.  I told Lou that
inflation was almost  nonexistent,  interest rates appeared to be heading lower,
and American technology had made a lot of companies  unbelievably  efficient and
productive.

     "It's the best I've seen things in the 30 years since I got out of school,"
I said.

     "Then you'd say the future probably lies ahead of us," observed Lou.

     "Yes," I replied, "I'd say the future is ahead of us."

     Here we are more  than two years  later,  fast  approaching  the end of the
millennium,  and the story  line is pretty  much  unchanged.  Inflation  is low,
interest  rates are still moving  down--(and  we believe they will move lower in
the months and years ahead)--and one technological miracle after another arrives
regularly.

     Beyond that,  we've just come off the fourth  successive  year in which the
S&P 500 returned more than 20%.  Mind you, not every common stock  finished 1998
so strong.  Once again the  investment  gods  smiled  mainly on the bigger  blue
chips. But generally  speaking,  after encountering some "air pockets" over Asia
last summer,  the US and European  markets  rebounded  when the Federal  Reserve
reduced interest rates three times.

     If there was one lesson  that the markets  taught us last year,  it was the
importance  of  creating  a  balanced  portfolio.   That  means  splitting  your
investments between stocks,  bonds and cash. Common stocks today are the darling
of American investors,  particularly the technology stocks. Bonds are not nearly
as romantic, and are also a little tougher to get your arms around. But there is
no disputing their importance in a sound,  balanced investment  portfolio.  They
generate a consistent stream of income and provide  protection when inflation is
low.

     You ought to remember that in 1999. As long as interest  rates fall,  bonds
will continue to provide very attractive returns. If you find the world of bonds
a little tough to figure at times--as a number of our shareholders have reminded
us--call for a better explanation. We'll be happy to walk you through the math.

     You  should  also make  sure to spread  out your  stock  investments  among
small-,  medium-, and large-cap stocks. While the blue chips, Internet and other
tech stocks  received the spotlight in 1998, they are not the only game in town.
There are an awful lot of smart,  solid,  mid-sized and smaller companies out in
the common stock universe that have not shared in the run-up.  You can find some
great bargains and, sooner or later, these companies are going to get their due.

                                             /s/ Dick

<PAGE>
                                   THE STRONG
                                   ----------
                                     GROWTH
                                     FUNDS

                        =================================
                        ANNUAL REPORT o DECEMBER 31, 1998
                        =================================


                               TABLE OF CONTENTS

INVESTMENT REVIEW
         The Strong Common Stock Fund ................................2
         The Strong Discovery Fund ...................................4
         The Strong Enterprise Fund ..................................6
         The Strong Growth Fund ......................................8
         The Strong Growth 20 Fund ..................................10
         The Strong Mid Cap Fund ....................................12
         The Strong Opportunity Fund ................................14
         The Strong Small Cap Value Fund ............................16
         The Strong Strategic Growth Fund ...........................18

FINANCIAL INFORMATION
         Schedules of Investments in Securities .....................20
         Statements of Assets and Liabilities .......................32
         Statements of Operations ...................................34
         Statements of Changes in Net Assets ........................36
         Notes to Financial Statements ..............................39

FINANCIAL HIGHLIGHTS ................................................44

REPORT OF INDEPENDENT ACCOUNTANTS ...................................48

<PAGE>
                                     ============
                          THE STRONG COMMON STOCK FUND
                          -----------============-----
                                     
                                    
FUND 
 HIGHLIGHTS

o    For the year  ending  December  31,  1998,  the  Strong  Common  Stock Fund
     returned 6.60% versus a -2.55% return for the Russell 2000(R) Index.*

o    Media/cable stocks appreciated nicely as a number of acquisitions  verified
     our "private  market value"  methodology  and new services  highlighted the
     market potential of the cable industry.

o    Technology was very volatile, and a third quarter drop in values allowed us
     to overweight the sector and earn strong gains in the fourth quarter of the
     year.

- --------------------------------------------------------------------------------
                                 AVERAGE ANNUAL
                                 TOTAL RETURNS
                                 As of 12-31-98

                                    1-year   6.60%

                                    3-year  16.78%

                                    5-year  15.98%

                           Since Inception  19.67%
                             (on 12-29-89)
- --------------------------------------------------------------------------------
                                  FIVE LARGEST
                                 STOCK HOLDINGS
                                 As of 12-31-98
                            
                 SECURITY                     % OF NET ASSETS

                 Tele-Communications, Inc.          3.9%

                 MediaOne Group, Inc.               1.9%

                 Rollins Truck Leasing              1.8%
                    Corporation

                 Borders Group, Inc.                1.7%

                 Cox Communications, Inc.           1.7%

                 Please see the Schedule of Investments in Securities
                 for a complete listing of the Fund's portfolio.



PERSPECTIVES
FROM THE MANAGERS

/s/Richard Trent Weiss                       /s/Marina Carlson
Richard T. Weiss                             Marina Carlson
Portfolio Co-manager                         Portfolio Co-manager

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

By holding  overweighted  positions in the areas of cable/media  and technology,
the Strong Common Stock Fund  outperformed  the Russell 2000 Index in 1998.  Our
best   stocks   in  1998   included   US  West,   Wellpoint,   NTL,   Inc.   and
Tele-Communications,  Inc. Despite continued confidence in these areas, the Fund
has taken  profits in both groups as valuations  have risen and the  risk/reward
profile that led to the initial purchase of several stocks has shifted.  We feel
that  media/cable  should  continue to do well since  demand for these  services
tends to remain  strong even in a weakening  economic  environment.  We are more
cautious on technology  stocks as  valuations  have risen  substantially  over a
short period and earnings  expectations  appear too aggressive  over the shorter
term.

We were  disappointed  with  performance  of the energy  sector in 1998. We were
initially  optimistic  at the  beginning  of the  year  due to  favorable  stock
valuations,  what  appeared to be a reasonable  forecast  for oil prices,  and a
conservative  estimate for demand from Asia.  Unfortunately,  unseasonably  warm
weather  internationally and the deflationary effects from the Asian crisis hurt
the  supply/demand  balance and caused the price of oil to fall  greater than we
anticipated.  We are cautiously  optimistic on the short-term  fundamentals  for
natural  gas and  energy,  and longer  term we  continue  to believe  this group
possesses great value.
                                                        ------------------------
                                                             WHEN WE EVALUATE
                                                            
                                                           HISTORICAL VALUATION
                                                            
                                                             RANGES, SMALL-CAP

                                                          STOCKS ARE EXTREMELY

                                                              UNDERPRICED IN

                                                        RELATION TO THEIR LARGE-

                                                             CAP COUNTERPARTS.
                                                        ------------------------
- --------------------------------------------------------------------------------
2

<PAGE>

Over the next six months, we expect the economy to slow, along with the earnings
prospects for most companies.  If this does occur, the market's narrowness could
continue  favoring  large-cap  stocks  into  1999.  However,  when  we  evaluate
historical  valuation  ranges,  small-cap  stocks are extremely  underpriced  in
relation to their large-cap  counterparts.  While it's difficult to predict when
small-cap stocks will begin to outperform, similar situations in the past led to
a sustained rally in smaller stocks. Market conditions today are very comparable
to the 1968 to 1973 period which saw a preference for larger-cap stocks--what is
now known as the "Nifty  Fifty"  era.  Following  this era and the market top of
1973,  small-cap  stocks  outperformed  large-caps by 18% yearly for the next 10
years.  We believe history could repeat itself,  implying a prolonged  period of
small-cap outperformance.  Our conviction that the current valuation discrepancy
will be  closed  relatively  soon is  supported  by the fact  that the  relative
valuation of small-cap to large-cap is near 25-30 year lows. We  understand  the
temptation of investors to forgo  small-cap  stocks but believe the risk is that
history  repeats  itself  and  investors  will  miss  the  period  of  small-cap
outperformance.

We thank you for  investing in the Strong Common Stock Fund and hope to help you
achieve your financial goals.



                    GROWTH OF AN ASSUMED $10,000 INVESTMENT
                           From 12-29-89 to 12-31-98

[GRAPH]
             THE STRONG COMMON          S & P 500           Lipper Growth 
                STOCK FUND             Stock Index*          Funds Index*  

12-89             10,000                 10,000                 10,000    
12-90             10,100                  9,690                  9,459    
12-91             15,864                 12,642                 12,895    
12-92             19,161                 13,605                 13,879    
12-93             23,988                 14,976                 15,541    
12-94             23,872                 15,174                 15,297    
12-95             31,609                 20,876                 20,292    
12-96             38,078                 25,669                 23,850    
12-97             47,223                 34,233                 30,536    
12-98             50,340                 44,015                 38,380    
                                                                         

This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund,  made at its  inception,  with the  performance  of the
Standard & Poor's 500 Stock Index ("S&P 500") and the Lipper Growth Funds Index.
Results   include  the   reinvestment   of  all   dividends  and  capital  gains
distributions.  Performance is historical and does not represent future results.
Investment  returns and  principal  value will vary,  and you may have a gain or
loss when you sell shares.

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

*    The S&P 500 is an  unmanaged  index  generally  representative  of the U.S.
     stock market.  The Russell  2000(R) Index is an unmanaged  index  generally
     representative  of the U.S. market for small cap stocks.  The Lipper Growth
     Funds  Index  is an  equally-weighted  performance  index  of  the  largest
     qualifying  funds in this  Lipper  category.  Source of the S&P and Russell
     index data is Standard & Poor's  Micropal.  Source of the Lipper index data
     is Lipper, Inc.


YOUR FUND'S 
 APPROACH

THE STRONG COMMON STOCK FUND INVESTS IN SMALL-CAP STOCKS THAT APPEAR UNDERVALUED
OR NEGLECTED BY WALL STREET  ANALYSTS,  BUT POSSESS  SUPERIOR  LONG-TERM  GROWTH
POTENTIAL.  AT THE CORE OF OUR  INVESTMENT  PHILOSOPHY  IS THE  "PRIVATE  MARKET
METHODOLOGY."  THIS  APPROACH  ALLOWS US TO DETERMINE  WHAT WE BELIEVE TO BE THE
TRUE ECONOMIC VALUE OF A COMPANY--OR  THE PRICE A BUYER WOULD PLACE ON THE WHOLE
COMPANY. BY ANALYZING THE COMPETITIVE ADVANTAGES OF A COMPANY AND BY JUDGING THE
ABILITY OF MANAGEMENT TO EFFECTIVELY CARRY OUT ITS CORPORATE VISION, WE ARE ABLE
TO DETERMINE  THE TRUE ECONOMIC  VALUE OF THE FIRM AND QUANTIFY THE  RISK/REWARD
CHARACTERISTICS OF INDIVIDUAL STOCKS.
- --------------------------------------------------------------------------------

MARKET 
 HIGHLIGHTS

o    The  economy  in  1998  remained  relatively  strong  with  U.S.  companies
     experiencing moderate gains in corporate earnings for the seventh year in a
     row.

o    The majority of U.S.  companies  saw a  deceleration  in the rate of profit
     growth over the past few  quarters,  leading to a more narrow  stock market
     focused on large-cap stocks.

o    The top 20 growth stocks in the S&P 500 Stock Index* accounted for over 50%
     of the index's gains for the year as smaller stock again trailed the "ultra
     large" cap stocks.


                                                                               3
<PAGE>

                                      =========
                           THE STRONG DISCOVERY FUND
                           -----------=========-----
                                   

FUND 
 HIGHLIGHTS

o    The Strong Discovery Fund returned 7.04% in 1998.

o    As of  December  31,  1998,  the Fund was  invested  in  companies  with an
     expected  earnings growth rate of 21.6%.  On-site  meetings with management
     confirm  that the vast  majority  of the  Fund's  holdings  are on track to
     achieve their profit targets.
 
o    The Fund emphasizes dependable growth companies as a pre-cautionary measure
     against a potential slowdown in the U.S. economy.

- --------------------------------------------------------------------------------
                                 AVERAGE ANNUAL
                                 TOTAL RETURNS
                                 As of 12-31-98

                                  1-year    7.04%

                                  3-year    6.39%

                                  5-year    8.90%

                                 10-year   14.45%

                         Since Inception   15.32%
                           (on 12-31-87)
- --------------------------------------------------------------------------------

                                  FIVE LARGEST
                                 STOCK HOLDINGS
                                 As of 12-31-98

                    SECURITY               % OF NET ASSETS

                    Central Garden & Pet Co.          4.8%
                    
                    Sybron International
                    Corporation                       2.6%
                    
                    Equity Corporation
                    International                     2.2%
                   
                    Corrections Corporation
                    America                           2.1%
                    
                    United Stationers, Inc.           2.0%

                    Please see the Schedule of Investments in 
                    Securities for a complete listing of the 
                    Fund's portfolio.



PERSPECTIVES
FROM THE MANAGERS


/s/Richard S. Strong                         /s/Chip Paquelet
Richard S. Strong                            Chip Paquelet
Portfolio Co-manager                         Portfolio Co-manager


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

Since June 1996, there have effectively been two stock  markets--one  consisting
of a handful of large blue-chip companies and the other containing all remaining
stocks.  The few  large-company  stocks  have  performed  extraordinarily  well,
significantly  exceeding historical averages.  By contrast,  the returns on most
stocks have trailed long-term averages. This  divergent performance  accelerated
in 1998, a year in which the stocks of the 50 largest  companies rose an average
of 39.6% (propelling the S&P 500 Stock Index to a 28.58% gain) while the average
stock on the New York Stock Exchange actually declined 2.9%.*

Given  that  the  Strong  Discovery  Fund  invests  primarily  in  smaller-  and
medium-size  companies,   an  important  benchmark  we  use  in  evaluating  our
performance is the Russell  2500(R) Index.  This index tracks the performance of
stocks  that are  most  similar  to the  types of  companies  in which  the Fund
invests.  We are pleased that the Fund's 1998 return exceeded that of this index
by 6.66%.

While exceeding the performance of relevant benchmarks is a goal of ours, we are
disappointed by the Fund's low absolute return in 1998--particularly in light of
the financial  strength of most of the Fund's  holdings.  By our estimates,  the
companies in the portfolio are growing their earnings by an average of 21.6% per
year.  This  significantly  exceeds  the  prospects  facing  the S&P 500,  where
long-term earnings growth is estimated at 5% and the earnings report for 1998 is
likely  to show a  decline.  Additionally,  the  price  we are  paying  for this
earnings  growth,  as a multiple of  earnings,  is below the average for the S&P
500. The Fund's attractive  valuation and earnings-growth  profile also compares
well with the Russell 2500.

                                                  ------------------------------
                                                            DIVERGENT

                                                           PERFORMANCE

                                                       ACCELERATED IN 1998.
                                                  ------------------------------
- --------------------------------------------------------------------------------

1    Earnings  growth  has been  estimated  on an annual  basis for a  projected
     five-year  period.  The Discovery  Fund's earnings growth estimate has been
     generated from our own analysis of the portfolio's individual securities as
     of December 31, 1998.  The earnings  growth  projection for the S&P 500 has
     been  based on a  consensus  of  earnings  estimates  from six Wall  Street
     investment firms as shown by Bloomberg dated December 31, 1998.

4
<PAGE>

FUND                                P/E RATIO                  ESTIMATED
                                 (1998 EARNINGS)           EARNINGS GROWTH(1)
- --------------------------------------------------------------------------------
Strong Discovery Fund                  20.7x                      21.6%
S&P 500 Index                          26.2x                       5.0%
Russell 2500 Index                     24.2x                      19.9%

Our investment approach is not based on chasing market euphoria or fads. Rather,
we look  for  well-managed  companies  that  are in good  businesses  and  offer
superior growth  potential--and can be invested in at attractive prices. We also
focus on companies  with products that are used and replaced  every day, such as
razor  blades  and  batteries.   By  investing  in  companies  with   consumable
characteristics,  we  attempt  to  insulate  the  portfolio  from the  impact of
economic slowdowns.

At the present  time, we believe the  portfolio is  well-positioned  relative to
these attributes.  Over our respective  careers, it has been our experience that
stock prices eventually track earnings growth.  Although there is occasionally a
lapse in this relationship, it is our plan to stay the course with confidence in
our time-tested approach. 

Successful  investing  requires  confidence and patience.  Yours is appreciated.
Thank you for your investment in the Strong Discovery Fund.


                    GROWTH OF AN ASSUMED $10,000 INVESTMENT
                           From 12-31-87 to 12-31-98

[GRAPH]
                                             Lipper Capital                 
           THE STRONG        S & P 500        Appreciation         Russell  
         DISCOVERY FUND     Stock Index*      Funds Index*      2500 (R) Index*

12-87        10,000           10,000             10,000             10,000  
12-89        15,428           15,356             14,479             14,555  
12-91        25,151           19,412             18,366             19,810  
12-93        31,333           22,996             22,865             23,500  
12-95        39,885           32,056             29,350             30,982  
12-97        44,825           52,566             40,477             40,911  
12-98        47,981           67,588             48,566             42,178  


This graph,  prepared in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund,  made at its  inception,  with the  performance  of the
Standard & Poor's 500 Stock Index,  ("S&P 500") the Lipper Capital  Appreciation
Funds Index, and the Russell 2500(R) Index.  Results include the reinvestment of
all dividends and capital gains  distributions.  Performance  is historical  and
does not represent future results.  Investment  returns and principal value will
vary, and you may have a gain or loss when you sell shares.

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

*    The S&P 500 is an  unmanaged  index  generally  representative  of the U.S.
     stock market.  The Russell  2500(R) Index is an unmanaged  index  generally
     representative of the U.S. market for small cap stocks.  The Lipper Capital
     Appreciation  Funds Index is an  equally-weighted  performance index of the
     largest  qualifying  funds in this Lipper  category.  Source of the S&P and
     Russell  index  data is  Standard & Poor's  Micropal.  Source of the Lipper
     index data is Lipper, Inc.


YOUR FUND'S
 APPROACH

THE STRONG DISCOVERY FUND SEEKS TO PROVIDE INVESTORS WITH CAPITAL GROWTH, A GOAL
WE PURSUE BY  INVESTING  PRIMARILY IN SMALLER- AND  MEDIUM-SIZE  COMPANIES.  OUR
INVESTMENT  APPROACH  COMBINES  NUMBER-CRUNCHING  ANALYSIS WITH DIRECT RESEARCH,
INCLUDING  ON-SITE  VISITS.   THROUGH  FREQUENT   DISCUSSIONS  WITH  MANAGEMENT,
SUPPLIERS,  CUSTOMERS, AND COMPETITORS, WE BELIEVE WE CAN IDENTIFY VITAL ASPECTS
OF  COMPANIES  THAT ARE NOT  REFLECTED  IN A  COMPUTER  DATABASE  OR  HISTORICAL
FINANCIAL STATEMENTS.

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

MARKET 
 HIGHLIGHTS

o    Large company stocks continue to perform well. The vast majority of stocks,
     however,  have not kept pace. In 1998,  the average New York Stock Exchange
     stock declined 2.9% and the average NASDAQ stock rose just 0.3%.

o    By many measures, the U.S. stock market's third-quarter correction exceeded
     both the 1990 bear market and the 1987 crash.  Following  the Fed's  autumn
     interest-rate  cuts,  the market  rallied and finished the year with strong
     momentum.

o    The U.S. economy has proven resilient while many economies have experienced
     recession and even depression. This global economic climate has driven many
     international  investors  to the  perceived  safety  of  America's  largest
     companies.

                                                                               5
<PAGE>
                                      ==========
                           THE STRONG ENTERPRISE FUND
                           -----------==========-----
                                    
FUND  
 HIGHLIGHTS  

o    The Fund was up 47.43% for the three months from its inception on September
     30, 1998 through December 31, 1998.

o    The Fund  outperformed its benchmark,  the Nasdaq  Composite,  which was up
     29.52%  during the same period.  It also  outperformed  the S&P 500,  which
     returned 21.30%.*

o    The  manager's  decision  to enter the market  slowly and  deliberately  in
     October,  when securities  markets were very  turbulent,  helped the Fund's
     performance.

o    During  November and  December,  the Fund focused on companies  involved in
     software,  medical technology,  semiconductors and the Internet. They offer
     much opportunity today.

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

                                 AVERAGE ANNUAL
                                 TOTAL RETURNS
                                 As of 12-31-98

                         Since Inception      47.43%
                            (on 9-30-98)
- --------------------------------------------------------------------------------

                                  FIVE LARGEST
                                 STOCK HOLDINGS
                                 As of 12-31-98

                       SECURITY           % OF NET ASSETS

                       Business Objects SA
                       Sponsored ADR                 5.2%

                       BroadVision, Inc.             5.0%

                       FORE Systems, Inc.            4.3%

                       Cognos, Inc.                  3.3%

                       Restoration Hardware, Inc.    2.8%

                       Please see the Schedule of Investments 
                       in Securities for a complete listing of 
                       the Fund's portfolio.


PERSPECTIVES
FROM THE MANAGER

/s/Drew Cupps
Drew Cupps
Portfolio Manager

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

The  inception  of the Strong  Enterprise  Fund  corresponded  with a tremendous
rebound in the stock market and created a very  attractive  environment  for the
aggressive  growth  stocks we look for. We are excited to work on your behalf to
pursue some of the most innovative and exciting companies available.  We believe
they are the engines of growth for the economy today and in the future.

Our research  team  constantly  surveys the  investment  horizon for sectors and
industries  that are changing  significantly  or growing  rapidly.  As we gather
information  by  visiting   companies  and  analyzing  the  market,  we  develop
investment  themes.  These themes are sometimes very broad and encompass several
industries, and other times are more specific and apply to only a few companies.
By  focusing  on these  themes,  we  believe  we can  invest in the most  timely
industries and stocks in order to outperform the broader market.

Without a doubt,  the most powerful  investment  theme of 1998 was the Internet.
Although we invested in several of the best-known  Internet  companies  early in
the fourth  quarter,  most of our  Internet-related  investments  have been less
direct.  For example,  Broadvision  produces  software that allows  companies to
build  profiles of the  visitors to their web sites;  it proved to be one of our
most  successful  investments.  Intuit was another  successful  Internet-related
investment.  Most of Intuit's  earnings  currently  come from their  traditional
financial  software,  including  Quicken,  but they are  investing  to  position
themselves well to build a profitable Internet-based business.

                                                         -----------------------
                                                             WITHOUT A DOUBT, 
 
                                                            THE MOST POWERFUL  

                                                             INVESTMENT THEME 

                                                               OF 1998 WAS 

                                                               THE INTERNET.
                                                         -----------------------
- --------------------------------------------------------------------------------
6

<PAGE>

Medical  technology is another  sector we believe offers  tremendous  investment
opportunities. The pace at which scientists are learning about the human gene is
accelerating,  a boon to biotechnology and pharmaceutical companies as they work
to discover new drugs. Millennium Pharmaceuticals,  a leading investment for the
Fund, has developed one of the most advanced systems for new drug discovery.

Looking ahead,  although the world economy is very fragile right now, we believe
Asia may indeed  have  stabilized.  That  would  bode well for many U.S.  growth
companies,  especially in the current low interest rate environment. We are also
encouraged by the  opportunities  the  Information  Age provides for  innovative
companies--not  just  in  the  technology  sector,  but  also  in  health  care,
retailing, media, and consumer products. As the pace of change increases, growth
opportunities expand.

We will endeavor to allow the Strong  Enterprise Fund to capitalize on these and
other  opportunities  over the long term.  High-growth stocks are susceptible to
changes in investor  psychology,  though, and to the volatility that accompanies
those changes. We encourage you to adopt a long-term investment perspective with
this Fund. 

Thank you for your investment and confidence in the Fund.



                    GROWTH OF AN ASSUMED $10,000 INVESTMENT
                            From 9-30-98 to 12-31-98

[GRAPH]
                                                                           
                THE STRONG              NASDAQ              Lipper Mid Cap 
             ENTERPRISE FUND       Composite Index*          Funds Index*   

9-98              10,000                10,000                  10,000     
10-98             11,170                10,459                  10,492     
11-98             12,620                11,513                  11,173     
12-98             14,743                12,952                  12,374     
                                                                           

This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund,  made at its  inception,  with the  performance  of the
Nasdaq  Composite Index and the Lipper Mid Cap Funds Index.  Results include the
reinvestment  of all dividends and capital gains  distributions.  Performance is
historical  and  does not  represent  future  results.  Investment  returns  and
principal value will vary, and you may have a gain or loss when you sell shares.


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

*    The  Standard & Poors 500 Stock  Index ("S&P  500") is an  unmanaged  index
     generally  representative  of the U.S. stock market.  The Nasdaq  Composite
     Index is an  unmanaged  index  generally  representative  of the market for
     small,   domestic   stocks.   The  Lipper   Mid  Cap  Funds   Index  is  an
     equally-weighted  performance index of the largest qualifying funds in this
     Lipper  category.  Source of the S&P and  Russell  index data is Standard &
     Poor's Micropal. Source of the Lipper index data is Lipper, Inc.


YOUR FUND'S 
 APPROACH

THE PACE OF  ADVANCEMENT  AND  CHANGE IN THE WORLD IS  ACCELERATING.  THE STRONG
ENTERPRISE  FUND SEEKS TO CAPTURE  THE  GROWTH OF LEADING  COMPANIES  IN RAPIDLY
GROWING  INDUSTRIES.  WE WORK TO RESEARCH AND UNDERSTAND THE DIRECTIONS THAT THE
WORLD AND THE  ECONOMY  ARE  MOVING  IN,  AND TO  DEVELOP  INVESTMENT  THEMES TO
CAPITALIZE  ON THE  OPPORTUNITIES  THOSE  CHANGES  CREATE.  ALTHOUGH  THIS  FUND
EMPHASIZES SMALL- AND MID-CAP COMPANIES,  WE SEARCH AMONG COMPANIES OF ALL SIZES
FOR THOSE THAT ARE POSITIONED FOR RAPID GROWTH OF REVENUE AND EARNINGS.

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

MARKET 
 HIGHLIGHTS

o    The  aggressive  action by the Federal  Reserve to cut  interest  rates and
     support the U.S.  and world  economies  boosted the  performance  of growth
     stocks and of this Fund.

o    Investor  expectations  shifted away from  recession  and toward a brighter
     scenario in which Asian demand would  return,  adding to the steady  demand
     from Europe and the U.S.

o    Large stocks continued to  significantly  outperform  smaller ones,  though
     small  stocks  showed some signs of  resurgence.  Because this Fund has the
     flexibility  to invest in both large and small  companies,  we will seek to
     emphasize the most timely segments of the market.


                                                                               7

<PAGE>
                                        ======
                             THE STRONG GROWTH FUND
                             -----------======-----
                                        
FUND 
 HIGHLIGHTS

o    The Strong Growth Fund returned 26.98% for the 12 months ended December 31,
     1998, while the S&P 500 returned 28.58% for the same period.*

o    Most of the  Fund's  performance  came late in the year,  with  returns  of
     25.00% in the fourth quarter and 15.04% in December alone.

o    Given the  Fund's  all-cap  flexible  growth  approach  and  median  market
     capitalization of $5.63 billion, we are very pleased with these results. By
     comparison,  without its market-cap weighting,  the S&P 500's average stock
     was up only 10.8%.

- --------------------------------------------------------------------------------
                                 AVERAGE ANNUAL
                                 TOTAL RETURNS
                                 As of 12-31-98

                                 1-year   26.98%

                                 3-year   21.80%

                        Since Inception   24.47%
                          (on 12-31-93)
- --------------------------------------------------------------------------------

                                  FIVE LARGEST
                                 STOCK HOLDINGS
                                 As of 12-31-98

                        SECURITY        % OF NET ASSETS

                        Kohl's Corporation         3.3%

                        Cisco Systems, Inc.        3.0%

                        MCI WorldCom, Inc.         2.9%

                        Lowe's Companies, Inc.     2.5%

                        America Online, Inc.       2.2%

                        Please see the Schedule of Investments  
                        in Securities for a complete listing of
                        the Fund's portfolio.


PERSPECTIVES
FROM THE MANAGER

/s/Ronald C. Ognar
Ronald C. Ognar
Portfolio Manager

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

Let me first say thank you for your  continuing  investment  in the Fund and for
your confidence in our approach. I share your belief that a managed portfolio of
dominant growth  companies will prove to be a rewarding  investment and deserves
to be a significant part of your long-term portfolio.  Our team's investment aim
is to keep the ball in play,  to try to have a good year every year,  and to not
foul  out of the  game by  taking  too much  risk.  How  have we  done?  (We are
shareholders too.) Over the period since its inception,  the Fund has beaten the
average fund in the Lipper Growth category with a 198.77%  cumulative return vs.
an average 146.96% cumulative return, and we've never had a down year.*

We were quite pleased with the performance of the Fund in 1998. While the Fund's
return of 26.98% is  generally  in line with the return of 28.58%  posted by the
S&P 500, the comparison hides some important  performance  information.  Without
its typical capitalization  weighting, the S&P 500's average stock returned only
10.8%.  In other words,  the index's strong 1998  performance  was posted on the
back of a few very large stocks that had a very good year.*

In 1998,  we used the same  investment  themes we use every year and they worked
well. As always, we invested in the dominant companies in promising  industries.
We believe  companies  that  dominate  their  industries  are simply in the best
position  to become  even  stronger  and more  profitable.  Our  holdings in the
health-care and service sectors benefited as the aging U.S.  population demanded
more of their products and services. The technology revolution which has been so
good for our country's  economy  continued in 1998,  boosting the returns of the
Fund's technology holdings.
                                                            --------------------
                                                            IN 1998, WE USED THE

                                                               SAME INVESTMENT

                                                                THEMES WE USE

                                                                EVERY YEAR AND

                                                              THEY WORKED WELL.
                                                            --------------------
- --------------------------------------------------------------------------------
8

<PAGE>

The tried and true adage "Don't fight the Fed" held true again this year.  Early
this fall, as the U.S. stock market was continuing its summer-long  decline, the
Federal  Reserve  sparked a rally with a rapid series of interest  rate cuts. We
were  well-positioned  for the late-year market  festivities.  The Fund advanced
25.00% in the fourth quarter and 15.04% in the month of December.

Looking  forward,  we think the Fed is still our friend and that the market will
continue to be volatile with its share of worries.  Fortunately,  volatility and
uncertain markets create opportunities. In 1998, growth stocks, especially those
with improving  fundamentals,  did well. In 1999, we are looking for more of the
same and will continue to search out these companies for you.

Again,  thank you from the Strong Growth Fund team for the  opportunity to serve
you and help you achieve your long-term investment goals.



                    GROWTH OF AN ASSUMED $10,000 INVESTMENT
                           From 12-31-93 to 12-31-98
        
[GRAPH]
                THE STRONG              S & P 500           Lipper Growth
                GROWTH FUND            Stock Index*          Funds Index*

12-93             10,000                 10,000                 10,000   
12-94             11,727                 10,132                  9,843   
12-95             16,535                 13,940                 13,057   
12-96             19,763                 17,140                 15,346   
12-97             23,528                 22,859                 19,648   
12-98             29,877                 29,391                 24,696   


This graph,  prepared in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund,  made at its  inception,  with the  performance  of the
Standard & Poor's 500 Stock Index ("S&P 500") and the Lipper Growth Funds Index.
Results   include  the   reinvestment   of  all   dividends  and  capital  gains
distributions.  Performance is historical and does not represent future results.
Investment  returns and  principal  value vary,  and you may have a gain or loss
when you sell shares.


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

*    The S&P 500 is an  unmanaged  index  generally  representative  of the U.S.
     stock  market.  The  Lipper  Growth  Funds  Index  is  an  equally-weighted
     performance index of the largest  qualifying funds in this Lipper category.
     Source of the S&P index data is Standard & Poor's  Micropal.  Source of the
     Lipper index data is Lipper, Inc.



YOUR FUND'S 
 APPROACH

THE  STRONG  GROWTH  FUND IS  DESIGNED  TO SERVE  AS A CORE  EQUITY  HOLDING  IN
INVESTORS'  PORTFOLIOS BY INVESTING IN GROWTH  STOCKS OF ALL SIZES.  THE MANAGER
CHOOSES  INVESTMENTS BY CAREFULLY  RESEARCHING  COMPANIES ONE AT A TIME,  PAYING
CLOSE  ATTENTION  TO  THEIR   VALUATIONS  AND  THE  LONG-TERM  THEMES  OF  THEIR
BUSINESSES. THE FUND IS FLEXIBLE ENOUGH TO MOVE OUT OF WHAT THE MANAGER BELIEVES
ARE  DANGEROUS  SECTORS  AND  CAPITALIZATION  AREAS  IN  AN  EFFORT  TO  PROTECT
SHAREHOLDERS'  INVESTMENTS.  ONCE THESE STOCKS ARE SOLD,  THE MANAGER  MOVES THE
FUND TO POTENTIALLY MORE PROMISING INVESTMENT TERRITORY.

- --------------------------------------------------------------------------------
MARKET 
 HIGHLIGHTS

o    This year's markets were volatile  enough to remind many investors of 1987.
     We endured  the shocks and  related  fears of the  Clinton  situation,  the
     Southeast  Asian  meltdown,  Russian and  Brazilian  economic  problems,  a
     slowdown in  corporate  earnings,  the hedge fund  debacle,  and fears of a
     massive credit crunch.

o    At the worst point of this summer's market correction, the average NASDAQ
     and NYSE stocks had declined 38.5% and 27.8% from their respective highs.

o    The Federal Reserve rode to the rescue in the fall,  cutting interest rates
     and sparking a terrific late-year stock market rally.


                                                                               9

<PAGE>
                                      =========
                           THE STRONG GROWTH 20 FUND
                           -----------=========-----
                                     
FUND 
HIGHLIGHTS

o    The Strong Growth 20 Fund returned  36.52% for the 12 months ended December
     31,  1998,  while  the S&P 500 Stock  Index  returned  28.58%  for the same
     period.*

o    Technology stocks,  especially Internet stocks, had a very good year. While
     we believe that the Internet  sector will be one of the most dynamic growth
     sectors of the next  several  years,  we trimmed  these  holdings  as their
     prices reached levels we thought were simply too high.

o    Outside of technology,  the Fund's  investments  were focused in the growth
     sectors of healthcare and category-killer retailers.

- --------------------------------------------------------------------------------
                                 AVERAGE ANNUAL
                                  TOTAL RETURN
                                 As of 12-31-98

                                1-year       36.52%

                       Since Inception       34.19%
                          (on 6-30-97)
- --------------------------------------------------------------------------------

                                  FIVE LARGEST
                                 STOCK HOLDINGS
                                 As of 12-31-98

                       SECURITY               % OF NET ASSETS
                           
                       Cisco Systems, Inc.          5.9%

                       MCI WorldCom, Inc.           5.5%

                       Kohl's Corporation           5.2%

                       Network Appliance, Inc.      5.1%

                       Office Depot, Inc.           4.9%

                       Please see the Schedule of Investments  
                       in Securities for a complete listing of
                       the Fund's portfolio.



PERSPECTIVES
FROM THE MANAGER

/s/Ronald C. Ognar
Ronald C. Ognar
Portfolio Manager

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

The management  team of the Strong Growth 20 Fund also manages the Strong Growth
Fund  (all-cap  growth  stocks) and the Strong  Total  Return Fund  (emphasis on
large-cap   growth   stocks).   In   Growth   20,   we  try  to  pick  our  best
intermediate-term  ideas from the stocks we own. As always,  we  recommend  this
Fund as a small portion of your long-term  portfolio with the Strong Growth Fund
or the Strong Total Return Fund as the core growth  investment.  Although we had
great success in 1998, returning 36.52%,  Growth 20 is designed to be our team's
most aggressive fund, and may be quite volatile.

In the record  books,  the S&P 500 Stock  Index will show 1998 as a very  strong
year.  But the returns of major market indexes are often like the final score of
a sporting  contest.  While they  summarize the final outcome of the game,  they
sometimes  fail to  reflect a lot of what went on before  the clock ran out.  In
fact, a whole list of  market-shaking  events  occurred  this year.  Most stocks
declined  sharply this summer,  pushing us into what we  considered to be a bear
market. At the market's summer low, the average NASDAQ and NYSE stocks were down
38.5% and 27.8% from their respective highs, levels similar to the 1987 and 1990
bear  markets.  The Federal  Reserve  rode to the rescue in October with a rapid
series of interest rate cuts, sparking a terrific rally in stock prices.

                                                             -------------------
                                                                  THIS YEAR,

                                                               WE CONCENTRATED

                                                                  THE FUND'S

                                                               INVESTMENTS IN

                                                                  TECHNOLOGY,

                                                               HEALTH CARE AND

                                                             DOMINANT RETAILERS.
                                                             -------------------
- --------------------------------------------------------------------------------
10
<PAGE>

This year, we concentrated the Fund's investments in technology,  healthcare and
category-killer  retailers.  Our  investments  in Internet,  communication,  and
networking companies reflect our belief that the technology revolution will make
these some of the most  dynamic  growth areas for the next  several  years.  Our
Internet  stocks  had big  upward  moves  this  year.  While we still want to be
represented  in this area,  we've scaled back our holdings  somewhat - there are
times when stocks prices simply get too high.

Looking ahead, we think the Fed will be  market-friendly  and money flowing into
stocks from 401(k) plans will help the market. Currently, increases in corporate
profits  are hard  to come by and the  economy's  growth is slow.  Historically,
such  conditions have made growth stocks the right hunting ground for investors.
We expect  more  volatility  and think  stock  selection  will  be  increasingly
important. Overall, we think the bull market is likely to continue and we should
see more breadth in the stock market as momentum builds.

Thank you for your support  during  Growth 20's first 18 months.  So far we have
been very  successful,  but we emphasize the  importance of holding this Fund as
part of a diversified  equity portfolio and recommend  investing through monthly
dollar-cost averaging as a way to ease the volatility of this concentrated fund.



                    GROWTH OF AN ASSUMED $10,000 INVESTMENT
                            From 6-30-97 to 12-31-98
[GRAPH]

                                                            Lipper Capital
                THE STRONG              S & P 500            Appreciation 
              GROWTH 20 FUND           Stock Index*          Funds Index* 

6-97              10,000                 10,000                 10,000    
9-97              11,995                 10,749                 11,155    
12-97             11,387                 11,058                 10,890    
3-98              12,424                 12,600                 12,283    
6-98              13,129                 13,016                 12,490    
9-98              12,092                 11,721                 10,698    
12-98             15,545                 14,218                 13,067    


This graph,  prepared in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund,  made at its  inception,  with the  performance  of the
Standard  &  Poor's  500  Stock  Index  ("S&P  500")  and  the  Lipper   Capital
Appreciation Funds Index.  Results include the reinvestment of all dividends and
capital gains  distributions.  Performance  is historical and does not represent
future results.  Investment returns and principal value vary, and you may have a
gain or loss when you sell shares.


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

*    The S&P 500 is an  unmanaged  index  generally  representative  of the U.S.
     stock  market.   The  Lipper  Capital   Appreciation   Funds  Index  is  an
     equally-weighted  performance index of the largest qualifying funds in this
     Lipper  category.  Source  of the S&P  index  data  is  Standard  &  Poor's
     Micropal.  Source of the  Lipper  index data is Lipper,  Inc.  


YOUR FUND'S
 APPROACH 

THE STRONG GROWTH 20 FUND INVESTS IN A CONCENTRATED PORTFOLIO OF 20 TO 30 GROWTH
STOCKS OF ALL SIZES.  THE MANAGER CHOOSES  INVESTMENTS BY CAREFULLY  RESEARCHING
COMPANIES  ONE AT A TIME,  PAYING CLOSE  ATTENTION TO THEIR  VALUATIONS  AND THE
LONG-TERM  THEMES OF THEIR  BUSINESSES.  THIS IS AN AGGRESSIVE  GROWTH FUND THAT
HOLDS A LIMITED  NUMBER OF STOCKS,  EACH ONE NORMALLY  ACCOUNTING FOR BETWEEN 3%
AND 7% OF THE FUND'S  TOTAL  ASSETS - SO IT IS LIKELY TO SHOW  PRONOUNCED  PRICE
FLUCTUATION.  BECAUSE OF THIS  POTENTIAL  VOLATILITY  AND THE FUND'S  AGGRESSIVE
NATURE, IT SHOULD BE HELD AS A SMALL PORTION OF INVESTORS' LONG-TERM PORTFOLIOS.

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

MARKET
 HIGHLIGHTS

o    This year's markets were volatile  enough to remind many investors of 1987.
     We endured  the shocks and  related  fears of the  Clinton  situation,  the
     Southeast  Asian  meltdown,  Russian and  Brazilian  economic  problems,  a
     slowdown in  corporate  earnings,  the hedge fund  debacle,  and fears of a
     massive credit crunch.

o    At the worst point of this summer's market correction, the average NASDAQ
     and NYSE stocks had declined 38.5% and 27.8% from their respective highs.

o    The Federal Reserve rode to the rescue in the fall,  cutting interest rates
     and sparking a terrific late-year stock market rally.

                                                                              11

<PAGE>
                                       =======
                            THE STRONG MID CAP FUND
                            -----------=======-----
                                       
FUND 
 HIGHLIGHTS

o    The Fund returned  14.50% for the year.  This compared  favorably  with the
     Lipper Mid Cap Funds  Index  return of  13.92%,  but  unfavorably  with the
     19.11% return of the S&P MidCap 400 Stock Index (MidCap  Index).*  Although
     average, the results were somewhat disappointing.

o    Technology  holdings  provided  strong  results for the Fund,  while energy
     holdings and the reduction in Internet holdings hurt performance.

o    Despite  a  positive  return,  the  Fund  didn't  pay  a  capital  gain  to
     shareholders.


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

                                 AVERAGE ANNUAL
                                 TOTAL RETURNS
                                 As of 12-31-98

                                1-year       14.50%

                       Since Inception       14.17%
                         (on 12-31-96)

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

                                TOP FIVE SECTORS
                                 As of 12-31-98

                       SECTOR            % OF NET ASSETS

                       Technology                 40.01%

                       Financial                  22.41%

                       Healthcare                 12.52%

                       Retail                      8.24%

                       Capital Equipment           8.20%

                       Please see the Schedule of Investments  
                       in Securities for a complete listing of
                       the Fund's portfolio.


PERSPECTIVES
FROM THE MANAGER


/s/Scott Sindelar
Scott Sindelar
Portfolio Manager

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

In May 1998, upon assuming management of the Strong Mid Cap Fund, I modified the
investment philosophy by increasing emphasis on valuations,  reducing the number
of  holdings,  and focusing on strong,  long-term  results.  These  changes both
helped and hurt the Fund during 1998.

The Fund's  increased  emphasis  on stock  valuations  was  demonstrated  by the
reduction  in Internet  holdings in the  portfolio.  While the  Internet  should
exhibit tremendous growth well into the future,  Internet stocks' prices already
reflect this anticipated  growth. To see the prices paid for these stocks,  look
at America Online (AOL). At the end of the year, AOL's total outstanding  shares
were worth $68 billion,  equal to the value of the top 25 holdings of this Fund.
While the  market  has  assigned  an equal  value to AOL and our top 25,  our 25
holdings have a combined  operating  income of $3.5 billion - more than 12 times
that of AOL!  Having  described our logic, we should note that our choice turned
out to be a poor one as Internet stocks performed exceedingly well at the end of
1998.

A reduction in the Fund's  overall  holdings  resulted  from our  philosophy  of
seeking  mid-size  companies that can grow swiftly into large  companies.  Since
there are few firms  like  this,  the  number of  holdings  in the Fund has been
reduced.  By  identifying  well-managed  companies  and growing with them, it is
possible to generate attractive long-term results in a cost-efficient manner.

                                                         -----------------------
                                                         BECAUSE IT IS DIFFICULT

                                                           TO PREDICT MARKETS,
  
                                                             THE FUND STAYS
 
                                                           FOCUSED ON TRYING

                                                           TO IDENTIFY STRONG
 
                                                            LONG-TERM GROWTH

                                                             COMPANIES AND
 
                                                            PURCHASE THEM AT

                                                           ATTRACTIVE PRICES.
                                                         -----------------------
- --------------------------------------------------------------------------------

12

<PAGE>

Looking forward into 1999, there are several bright spots as well as concerns. A
strong  domestic  economy,  relatively  low  interest  rates,  and  low  current
inflation bode well for the market.  International troubles raise the likelihood
of disruptions to the U.S. economy.  One unknown for 1999 is the introduction of
the Euro--the new consolidated currency for 11 European countries. Because it is
difficult  to  predict  markets,  the Fund stays  focused on trying to  identify
strong long-term growth companies and purchase them at attractive prices.

I  appreciate  your  confidence  in this  Fund  and  hope to  provide  you  with
attractive returns over time.



                    GROWTH OF AN ASSUMED $10,000 INVESTMENT
                           From 12-31-96 to 12-31-98

[GRAPH]
                       THE STRONG MID        S & P 500         Lipper Mid Cap
                          CAP FUND          Stock Index*        Funds Index*

12-96                      10,000              10,000              10,000
 6-97                      10,104              12,061              10,808
12-97                      11,385              13,336              11,746
 6-98                      13,196              15,698              13,180
12-98                      13,035              17,147              13,381


This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund,  made at its  inception,  with the  performance  of the
Standard  & Poor's  500 Stock  Index  ("S&P  500") and the  Lipper Mid Cap Funds
Index.  Results  include the  reinvestment  of all  dividends  and capital gains
distributions.  Performance is historical and does not represent future results.
Investment  returns and  principal  value vary,  and you may have a gain or loss
when you sell shares.



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

*    The S&P 500 is an  unmanaged  index  generally  representative  of the U.S.
     stock  market.  The S&P  MidCap  400  Stock  Index  is an  unmanaged  index
     generally  representative  of the U.S.  stock market for medium cap stocks.
     The Lipper Mid Cap Funds Index is an equally-weighted  performance index of
     the largest  qualifying funds in this Lipper category.  The Russell 2000(R)
     Index is an unmanaged  index  generally  representative  of the U.S.  stock
     market,  for small cap stocks.  Source of the S&P and Russell index data is
     Standard & Poor's Micropal. Source of the Lipper index data is Lipper, Inc.



YOUR FUND'S 
 APPROACH

THE STRONG MID CAP FUND SEEKS LONG-TERM RETURNS IN EXCESS OF THE S&P MID CAP 400
STOCK INDEX BY INVESTING IN WELL-MANAGED GROWTH COMPANIES. IDEAL INVESTMENTS ARE
COMPANIES  THAT ARE  GROWING  FASTER  BUT  SELLING AT  VALUATIONS  LESS THAN THE
AVERAGE  COMPANY  IN THE  INDEX.  OVER  TIME,  THIS  GENERALLY  TRANSLATES  INTO
ATTRACTIVE RETURNS FOR SHAREHOLDERS. THE MAJORITY OF THE FUND'S HOLDINGS WILL BE
MADE IN  COMPANIES  HAVING  MARKET  CAPITALIZATIONS  BETWEEN $800 MILLION AND $5
BILLION AT THE TIME OF PURCHASE. THESE ARE COMPANIES THE SIZE OF HARLEY-DAVIDSON
OR STARBUCKS, RATHER THAN GENERAL MOTORS OR NAUTICA. 

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

MARKET
 HIGHLIGHTS

o    Larger  companies  continued  to  outperform  their  smaller  counterparts,
     particularly  during the second half of the year. The Mid Cap Index climbed
     9.65%,  while the small stocks of the Russell  2000(R) Stock Index declined
     7.12% during this period.*

o    Volatility  was  notable  as the Mid Cap Index  fell more than 27% from its
     April high to the October low, when it rebounded with a 42% gain to end the
     year at its high.

o    The Mid Cap Index is changing some of its component companies as of January
     1, 1999.  Associated short-term trading may cause unusual volatility in the
     Strong Mid Cap Fund for a short period surrounding this date.


                                                                              13

<PAGE>
                                     ===========
                          THE STRONG OPPORTUNITY FUND
                          -----------===========-----
                                     
FUND 
 HIGHLIGHTS

o    For the year ended December 31, 1998, the Strong  Opportunity Fund returned
     15.49% versus 19.11% for the S&P MidCap 400 Stock Index.*

o    Two areas of Fund outperformance this year were cable/media and technology.

o    The prices of  cable/media  stocks rose as investors  recognized the area's
     improved cash flow, and market  potential for the services these  companies
     offer.

o    During the fourth quarter,  our investment  methodology  allowed us to find
     areas of opportunity in the technology sector.

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

                                 AVERAGE ANNUAL
                                 TOTAL RETURNS
                                 As of 12-31-98

                              1-year        15.49%

                              3-year        18.98%

                              5-year        17.20%

                             10-year        15.85%

                     Since Inception        18.49%
                       (on 12-31-85)
- --------------------------------------------------------------------------------

                                  FIVE LARGEST
                                 STOCK HOLDINGS
                                 As of 12-31-98

                  SECURITY                    % OF NET ASSETS

                  Tele-Communications, Inc.              3.8%

                  Sun Microsystems, Inc.                 2.0%

                  Corning, Inc.                          1.9%

                  MediaOne Group, Inc.                   1.7%

                  Whitman Corporation                    1.7%

                  Please see the Schedule of Investments in 
                  Securities for complete listing of the
                  Fund's portfolio.



PERSPECTIVES
FROM THE MANAGERS

/s/Richard Trent Weiss                       /s/Marina Carlson
Richard T. Weiss                             Marina Carlson
Portfolio Co-manager                         Portfolio Co-manager

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

The successful  overweight positions of the Strong Opportunity Fund have been in
the areas of cable/media  and technology.  Some of our strongest  stocks in 1998
included Cable & Wireless, US West, Sun Microsystems,  and Texas Instruments. We
still have  confidence in these areas,  but have taken profits in both groups as
valuations have risen and the risk/reward profile that existed when we purchased
our positions has changed. Cable/media should continue to do well because demand
for  these  services  tends  to  remain  strong  even  in a  weakening  economic
environment.  We have begun to moderately reduce our exposure to technology,  as
the area's valuations--measured by comparing a stock's price versus its earnings
potential--have  risen to relatively high levels and company earnings  prospects
are somewhat optimistic.

One area where we were overly  optimistic  during 1998 was energy. We felt stock
valuations  were  favorable,  given a  reasonable  forecast for oil prices after
factoring in marginally less demand from Asia.  Unfortunately,  the deflationary
effect  from  Asia,  coupled  with  an  exceptionally  warm  winter,  led  to  a
deterioration  of the  supply/demand  balance and  falling  oil  prices.  We are
cautiously  optimistic about the  fundamentals  for natural gas and energy,  and
believe this group possesses reasonable value over the long term.

                                                            --------------------
                                                             AT PRESENT, WE FIND
 
                                                              EXCEPTIONAL VALUE

                                                              IN SMALLER STOCKS

                                                             WHEN WE LOOK AT THE

                                                            COMBINATION OF PRICE

                                                                AND EARNINGS

                                                               POTENTIAL, AS

                                                             COMPARED WITH THOSE

                                                            OF LARGE-CAP STOCKS.
                                                            --------------------
- --------------------------------------------------------------------------------
14
<PAGE>

As we look out over the next six  months,  we expect the  economy to continue to
slow, along with the earnings prospects for most companies.  This scenario would
seem to dictate that the  narrowness  of the market would  continue for the near
future.  From  a  historical  perspective,  small-  and  mid-cap  stocks  are at
disproportionately  low valuations compared with large-cap stocks. It is hard to
predict the point where small- and mid-cap stocks will begin to outperform,  but
we have noted that under  similar  situations in the past,  smaller  stocks have
enjoyed a rally  that  resulted  in solid  outperformance.  The  present  market
conditions  are quite  similar to the 1968 to 1973 market  where we observed the
"Nifty Fifty" effect. It is our belief that the market will turn back to smaller
stocks,  as it did during the 10-year  period  following  the market top of 1973
when smaller stocks outperformed larger stocks by an average of 18% annually.

At  present,  we find  exceptional  value in smaller  stocks when we look at the
combination  of price and earnings  potential,  as compared with those of large-
cap stocks.  As a result,  from a fundamental  valuation  discipline we are very
optimistic.  While  investors may be tempted to sell mid-cap stocks because they
have been  underperforming,  in doing so they may miss the  point of  subsequent
outperformance.

We thank you for investing in the Strong  Opportunity  Fund, and look forward to
continuing to help you achieve your financial goals.



                    GROWTH OF AN ASSUMED $10,000 INVESTMENT
                           From 12-31-85 to 12-31-98

[GRAPH]

                THE STRONG               S & P 500             Lipper Growth
             OPPORTUNITY FUND           Stock Index*            Funds Index*

12-85             10,000                  10,000                   10,000   
12-87             17,894                  12,490                   11,935   
12-89             24,694                  19,179                   17,364   
12-91             28,845                  24,245                   22,391   
12-93             41,022                  28,721                   26,986   
12-95             53,868                  40,036                   35,236   
12-97             78,558                  65,653                   53,023   
12-98             90,724                  84,414                   66,644   


This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund,  made at its  inception,  with the  performance  of the
Standard & Poor's 500 Stock Index ("S&P 500") and the Lipper Growth Funds Index.
Results   include  the   reinvestment   of  all   dividends  and  capital  gains
distributions.  Performance is historical and does not represent future results.
Investment  returns and  principal  value vary,  and you may have a gain or loss
when you sell shares.


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

*    The S&P 500 is an  unmanaged  index  generally  representative  of the U.S.
     stock  market.  The S&P  MidCap  400  Stock  Index  is an  unmanaged  index
     generally  representative  of the U.S.  market for medium-cap  stocks.  The
     Lipper Growth Funds Index is an  equally-weighted  performance index of the
     largest  qualifying funds in this Lipper category.  Source of the S&P index
     data is  Standard & Poor's  Micropal.  Source of the  Lipper  index data is
     Lipper, Inc.


YOUR FUND'S 
APPROACH

THE STRONG  OPPORTUNITY  FUND FOCUSES ON STOCKS OF  MEDIUM-SIZE  COMPANIES  THAT
OFFER  STRONG  GROWTH  POTENTIAL,  BUT  ARE  UNDERPRICED.  RATHER  THAN  RELY ON
TRADITIONAL WALL STREET RESEARCH,  WE APPLY OUR PROPRIETARY PRIVATE MARKET VALUE
APPROACH  TO  FIND  STOCKS  FOR THE  FUND.  WE  FIRST  CONSIDER  COMPANIES  (AND
INDUSTRIES)  THAT ARE OUT OF FAVOR.  THEN WE DETERMINE  THE PRICE WE BELIEVE AN
INVESTOR  WOULD BE  WILLING  TO PAY FOR AN ENTIRE  COMPANY--ITS  PRIVATE  MARKET
VALUE. A COMPANY WHOSE STOCK PRICE IS LOWER THAN ITS PRIVATE MARKET VALUE MAY BE
ADDED TO THE PORTFOLIO.

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

MARKET HIGHLIGHTS

o    The economy in 1998  remained  relatively  healthy as we enjoyed a moderate
     gain in corporate earnings.

o    We are in the seventh year of rising profits, the longest run in history.

o    A majority of  companies  in the stock  market have begun to  experience  a
     deceleration  in the rate of  profit  growth  over  the past few  quarters,
     resulting  in a very  narrow  market  where the 20 top  growth  stocks  (by
     capitalization)  in the S&P 500 Stock Index* are accounting for the bulk of
     its gains. In fact, through mid-December, this group of 20 stocks accounted
     for  56.0% of the total gain of the S&P  500--and  61% of the return of all
     growth stocks.

                                                                              15

<PAGE>
                                   ===============
                        THE STRONG SMALL CAP VALUE FUND
                        -----------===============-----
                                   

FUND
 HIGHLIGHTS  

o    The Fund  returned  +6.10% for 1998 versus  -2.55% for its  benchmark,  the
     Russell 2000(R) Index*.

o    The year 1998 was not a good one for small-cap  value  stocks.  The Russell
     2000(R) Value Index returned -6.45%.  Small-cap growth stocks fared better,
     with the Russell 2000(R) Growth Index returning  +1.23%.  Despite our style
     being out of favor,  we are pleased that the Fund  outperformed  all of the
     Russell small-cap indexes.*

- --------------------------------------------------------------------------------
                                 AVERAGE ANNUAL
                                  TOTAL RETURN
                                 As of 12-31-98

                          Since Inception     6.10%
                            (on 12-31-97)
- --------------------------------------------------------------------------------

                                TOP FIVE SECTORS
                                 As of 12-31-98

                     SECTOR               % OF NET ASSETS

                     Capital Equipment             15.45%

                     Technology                    15.08%

                     Financial                     13.83%

                     Energy                        13.05%

                     Retail                        12.70%

                     Please see the Schedule of Investments 
                     in Securities for a complete listing of
                     the Fund's portfolio.


PERSPECTIVES
FROM THE MANAGER

/s/I. Charles Rinaldi
I. Charles Rinaldi
Portfolio Manager

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

The year 1998  will not be  quickly  forgotten  by this  manager.  It was a very
difficult  year for the small-cap  value style.  As  expectations  for corporate
earnings growth fell, investors sought returns in larger,  established companies
and  speculative,  Internet-related  companies.  While  some of these  dramatic,
short-term  returns  may compel  investors  to chase them,  history  proves that
periods of speculative activity pass quickly and provide disappointment when the
bubble bursts.  We are confident  that our process of  discovering  out-of-vogue
small companies, with solid fundamental valuations,  will generate the long-term
capital appreciation investors are seeking.

Many of the companies  owned by the Fund were ignored by equity  investors,  but
their underlying value was recognized by corporations  making  acquisitions.  In
fact,  during  1998,  several  of the  Fund's  stocks  were  acquired  or became
acquisition  candidates.  These include  Nimbus CD, Galoob Toys,  Award Software
International,  Getchell Gold, STB Systems, Global Industrial Technologies,  and
PharMerica. We should have seen higher takeover premiums for these holdings, but
the environment for our style was weak throughout the year. Nevertheless, we are
pleased that this activity confirmed that our investment process is working.  Of
particular note is Getchell Gold (GGO),  which was our single largest holding at
the end of the third  quarter.  GGO was  offered a takeover  bid by Placer  Dome
during the fourth  quarter.  Despite gold being a depressed  commodity  and gold
stocks being among the worst stock performers, our return in GGO was over 100%.

                                                         -----------------------
                                                           THE SMALL-CAP VALUE
 
                                                         STYLE HAS PROVEN ITSELF
 
                                                           HISTORICALLY AS ONE

                                                             OF THE STRONGEST

                                                            PERFORMING AREAS
 
                                                            TO INVEST IN. WE

                                                         EXPECT THAT OUR STYLE
 
                                                          WILL SOON RETURN TO
 
                                                              THAT STATUS...
                                                        ------------------------
- --------------------------------------------------------------------------------
16
<PAGE>

In addition,  the Fund's high allocation to energy-related stocks performed well
during the first four months of the year, but as oil prices fell during 1998, so
did the value of our holdings.  Despite current  supply/demand  imbalances,  the
fact is that the world's energy needs are largely oil- and gas-based.  Demand is
expected to improve and producers are expected to maintain better  discipline in
their  output  levels.  At  these  discounted  levels,  we  also  expect  to see
heightened  merger and  consolidation  activity in this area. So our position in
energy-related stocks is still overweighted, but substantially lower than at its
peak during 1998.

Although 1999 is likely to have its periods of  volatility,  our outlook for the
Fund's  investment  style is very bullish.  The small-cap value style has proven
itself  historically as one of the strongest  performing  areas to invest in. We
expect that our style will soon return to that status--especially  since many of
the stocks we are finding with the Fund's selection process are very compelling.

Thank you for  choosing the Strong Small Cap Value Fund to help you achieve your
financial goals.




                    GROWTH OF AN ASSUMED $10,000 INVESTMENT
                           From 12-31-97 to 12-31-98

[GRAPH]
                                                                              
            THE STRONG SMALL             S & P 500             Lipper Small   
             CAP VALUE FUND             Stock Index*         Cap Funds Index* 

12-97             10,000                  10,000                 10,000       
3-98              12,430                  11,395                 11,072       
6-98              11,730                  11,771                 10,645       
9-98               8,850                  10,600                  8,367       
12-98             10,610                  12,858                  9,915       


This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund,  made at its  inception,  with the  performance  of the
Standard & Poor's 500 Stock Index ("S&P  500"),  and the Lipper  Small Cap Funds
Index.  Results  include the  reinvestment  of all  dividends  and capital gains
distributions.  Performance is historical and does not represent future results.
Investment  returns and  principal  value vary,  and you may have a gain or loss
when you sell shares.


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

*    The S&P 500 is an  unmanaged  index  generally  representative  of the U.S.
     stock market.  The Russell  2000(R) Index is an unmanaged  index  generally
     representative  of the U.S.  market for small cap stocks.  The Lipper Small
     Cap Funds  Index is an  equally-weighted  performance  index of the largest
     qualifying funds in this Lipper  category.  The Russell 2000(R) Value Index
     is an unmanaged index generally representative of the U.S. market for small
     cap stocks.  It contains  securities that value managers  typically  select
     from the Russell  2000(R)  Index.  The Russell  2000(R)  Growth Index is an
     unmanaged index generally  representative  of the U.S. market for small cap
     stocks. It contains  securities that growth managers  typically select from
     the Russell  2000(R)  Index.  Source of the S&P and  Russell  index data is
     Standard & Poor's Micropal. Source of the Lipper index data is Lipper, Inc.


YOUR FUND'S 
 APPROACH

THE STRONG  SMALL CAP VALUE FUND SEEKS TOTAL  RETURN BY INVESTING IN STOCKS THAT
ARE NOT IN VOGUE AND SELL AT LOW PRICES BASED ON COMPANY EARNINGS, CASH FLOW, OR
ASSET  VALUE.  POSITIVE  SURPRISES  IN  THIS  GROUP  TEND  TO BE  REWARDED  WITH
ABOVE-AVERAGE  RETURNS,  COMPARED WITH ESTABLISHED MARKET FAVORITES THAT ALREADY
HAVE HIGH EXPECTATIONS BUILT INTO THEIR VALUATIONS. WE LOOK FOR A DYNAMIC CHANGE
IN A COMPANY OR AN INDUSTRY THAT MAY ENHANCE STOCK PRICE PERFORMANCE. GENERALLY,
WE PREFER  COMPANIES  THAT HAVE  POSITIVE  CASH FLOWS,  WHERE  MANAGEMENT  HAS A
MEANINGFUL OWNERSHIP STAKE, AND THAT ARE NOT WIDELY OWNED INSTITUTIONALLY.

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

MARKET
 HIGHLIGHTS

o    Uncertainty in the overseas  markets led to a stronger U.S.  dollar,  while
     declining  commodity  prices  encouraged  lower  interest  rates.  In  this
     environment,   investors  favored  large  growth  stocks.   Investors  also
     increasingly  used the Internet to actively trade individual  stocks.  This
     consequently heightened the level of speculation in Internet stocks.

o    The U.S. economy was strong throughout most of 1998, but concerns regarding
     a recession  scenario for 1999 caused  stocks to decline  during the summer
     and early  fall.  However,  the market  rallied  strongly  with a third and
     unexpected cut in interest rates by the Federal Reserve in early October.


                                                                              17
<PAGE>
                                   ================
                        THE STRONG STRATEGIC GROWTH FUND
                        -----------================-----
                                   
FUND HIGHLIGHTS  

o    Since its inception on June 30, 1998, the Strong  Strategic Growth Fund has
     returned 12.50%,  comparing  favorably with the 9.23% return of the S&P 500
     Stock Index (S&P 500).*

o    The Fund's smaller stocks  suffered as they declined in price into October.
     This led to long nights and a large  telephone bill as many calls were made
     to company  managements to triple-check on their  businesses.  Reports were
     generally favorable, so we kept the holdings; several stocks have rebounded
     nicely.

o    Despite  a  positive  return,  the  Fund  didn't  pay  a  capital  gain  to
     shareholders.

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

                                TOTAL RETURNS(1)
                                 As of 12-31-98

                          Since Inception    12.50%
                             (on 6-30-98)

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

                                  FIVE LARGEST
                                 STOCK HOLDINGS
                                 As of 12-31-98

                     SECURITY                % OF NET ASSETS

                     Sykes Enterprises, Inc.            4.0%

                     Global Crossing, Ltd.              3.8%

                     Sterling Commerce, Inc.            3.8%

                     Global Imaging Systems, Inc.       3.5%

                     Transaction Systems                3.5%
                     Architects, Inc.

                     Please see the Schedule of Investments 
                     in Securities for a complete listing of
                     the Fund's portfolio.


PERSPECTIVES
FROM THE MANAGER

/s/Scott Sindelar
Scott Sindelar
Portfolio Manager

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

The past six months are a good framework to emphasize certain characteristics of
the Strong Strategic Growth Fund, specifically its long-term nature, emphasis on
personnel, and concern for tax efficiency.

The  philosophy of focusing on long-term  returns more than monthly or quarterly
returns was tested  during the  October  market  decline.  Several of the Fund's
stocks were down  significantly  in price,  yet their operations were doing fine
and their strategic positions had not changed. The Fund held these stocks during
the decline and many of them have since rebounded in price. Although it may have
been  possible to "sell at the high and buy at the low" during this period,  the
likelihood  of doing so was very  low.  Think of it this  way:  if the Fund were
investing in basketball teams rather than companies, we might choose the Chicago
Bulls as an  investment.  The Bulls  might not win the  championship,  and there
would  likely be a period  where the team would lose five or six games in a row.
But by the end of the year the Bulls would  probably  have done better than many
competitors.  This is the Fund's management  style--to look at the whole season,
rather than focus on a few games.  This  analogy also applies to our emphasis on
personnel: if Michael Jordan were to leave the Chicago Bulls, we'd likely choose
a different team. Personnel is important!

                                                            --------------------
                                                              THE FUND AVOIDED

                                                            PAYING TAXABLE GAINS
 
                                                             BY TAKING ADVANTAGE
 
                                                             OF MARKET DECLINES

                                                             THAT OCCURRED FROM

                                                             EARLY JULY THROUGH

                                                               EARLY OCTOBER.
                                                            --------------------
- --------------------------------------------------------------------------------

1    Total Return is not annualized and measures  aggregate  change in the value
     of an  investment  in the Fund,  assuming  reinvestment  of  dividends  and
     capital gains.

18

<PAGE>

The Fund's  emphasis on minimizing  taxes paid by its  shareholders  was evident
during  the  period,   as  shareholders   did  not  receive  any  capital  gains
distributions  for  1998.  The fund  avoided  paying  taxable  gains  by  taking
advantage  of market  declines  that  occurred  from  early July  through  early
October.  This allowed the Fund to shelter taxes without  changing the nature of
the  portfolio.  Although  minimizing  taxes is  important,  it will  always  be
secondary to the fundamental economics of the portfolio.

Looking forward into 1999, there are several bright spots as well as concerns. A
strong  domestic  economy,  relatively  low  interest  rates,  and  low  current
inflation bode well for the market.  International troubles raise the likelihood
of disruptions to the U.S. economy.  One unknown for 1999 is the introduction of
the Euro--the new consolidated currency for 11 European countries. Because it is
difficult  to  predict  markets,  the Fund stays  focused on trying to  identify
strong long-term growth companies and purchase them at attractive prices.

I appreciate  your  confidence  in this Fund and hope to continue to provide you
with attractive returns over time.




                    GROWTH OF AN ASSUMED $10,000 INVESTMENT
                            From 6-30-98 to 12-31-98

[GRAPH]

           THE STRONG STRATEGIC          S & P 500          Lipper Growth
                GROWTH FUND             Stock Index*         Funds Index*

6-98              10,000                   10,000              10,000    
7-98              10,210                    9,894               9,894    
8-98               8,310                    8,463               8,305    
9-98               9,020                    9,005               8,859    
10-98              9,540                    9,738               9,472    
11-98             10,120                   10,328              10,037    
12-98             11,250                   10,923              10,876    


This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund,  made at its  inception,  with the  performance  of the
Standard & Poor's 500 Stock  Index  ("S&P  500"),  and the Lipper  Growth  Funds
Index.  Results  include the  reinvestment  of all  dividends  and capital gains
distributions.  Performance is historical and does not represent future results.
Investment  returns and  principal  value vary,  and you may have a gain or loss
when you sell shares.


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

*    The S&P 500 is an  unmanaged  index  generally  representative  of the U.S.
     stock market.  The Russell  2000(R) Index is an unmanaged  index  generally
     representative  of the U.S. market for small cap stocks.  The Lipper Growth
     Funds  Index  is an  equally-weighted  performance  index  of  the  largest
     qualifying  funds in this  Lipper  category.  Source of the S&P and Russell
     index data is Standard & Poor's  Micropal.  Source of the Lipper index data
     is Lipper, Inc.


YOUR FUND'S 
 APPROACH

THE STRONG  STRATEGIC  GROWTH FUND'S GOAL IS TO PROVIDE  LONG-TERM  RETURNS THAT
EXCEED THOSE OF THE S&P 500 BY INVESTING  IN A MODEST  NUMBER OF COMPANIES  THAT
ARE STRATEGICALLY  POSITIONED FOR LONG-TERM GROWTH. TWO TYPICAL  CHARACTERISTICS
OF  SUCH   COMPANIES   ARE  SKILLED   MANAGEMENT   TEAMS  AND  SOLID   FINANCIAL
CHARACTERISTICS.  A FOCUS OF THE  INVESTMENT  PROCESS  IS AN  EFFORT  TO  BECOME
KNOWLEDGEABLE  ABOUT  EACH  MANAGEMENT  TEAM.  THESE  ARE THE  PEOPLE  WHO  WILL
ULTIMATELY  DETERMINE THE LONG-TERM  SUCCESS OF THE STOCK. THE FUND INVESTS IN A
VARIETY OF COMPANIES OF ALL SIZES.  TAX EFFICIENCY IS INTEGRAL TO THE INVESTMENT
PROCESS.

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

MARKET
 HIGHLIGHTS

o    Larger stocks,  up 9.23% as measured by the S&P 500,  notably  outperformed
     the smaller stocks represented by the Russell 2000(R) Index, which declined
     7.12%  during the second half of 1998.* This  outperformance  was driven by
     investors  seeking  the  safety  and  liquidity  of big blue  chip  stocks.
     Investor concerns generally surrounded international events in Asia, Japan,
     Russia,  and Latin  America.  Fears of domestic  deflation  and a spreading
     economic slowdown were the two most common worries.

o    Domestically, low energy prices, declining interest rates, and an abundance
     of "help wanted"  signs gave  consumers  confidence  to continue  spending,
     helping the economy and pushing stock prices higher.

                                                                              19

                                       
<PAGE>




SCHEDULES OF INVESTMENTS IN SECURITIES                         December 31, 1998
- --------------------------------------------------------------------------------
================================================================================
                            STRONG COMMON STOCK FUND
================================================================================
                                                 Shares or
                                                 Principal      Value
                                                  Amount       (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS 88.6%
Airline 0.2%
Air New Zealand, Ltd. Class B                    2,017,300  $ 3,160,274

Bank - Money Center 0.3%
ING Groep NV                                        49,000    2,985,102
UBS AG - Registered Shares (b)                       2,400      737,386
                                                            -----------
                                                              3,722,488
Bank - Regional 2.7%
City National Corporation                          378,700   15,763,388
Old Kent Financial Corporation                     485,000   22,552,500
                                                            -----------
                                                             38,315,888
Bank - Super Regional 2.6%
BankBoston Corporation                             425,000   16,548,438
Wells Fargo Company                                510,000   20,368,125
                                                             ----------
                                                             36,916,563
Chemical 2.7%
Crompton & Knowles Corporation                     955,000   19,756,563
Morton International, Inc.                         800,000   19,600,000
                                                             ----------
                                                             39,356,563
Closed-End Fund 0.0%
Morgan Stanley Emerging Markets Fund, Inc. (b)      84,000      682,500

Commercial Service 3.5%
DoubleClick, Inc. (b)                              140,000    6,378,750
Pittston Company Brinks Group                      550,000   17,531,250
Rollins Truck Leasing Corporation                1,800,000   26,550,000
                                                             ----------
                                                             50,460,000
Computer - Peripheral Equipment 1.3%
Microchip Technology, Inc. (b)                     521,800   19,306,600

Computer - Personal & Workstation 0.4%
Data General Corporation (b)                       380,000    6,246,250

Computer Service 1.5%
Sterling Commerce, Inc. (b)                        485,000   21,825,000

Computer Software 6.0%
Autodesk, Inc.                                     340,000   14,513,750
Silicon Graphics, Inc. (b)                       1,360,000   17,510,000
Sterling Software, Inc. (b)                        900,000   24,356,250
Sybase, Inc. (b)                                 1,550,000   11,479,688
Synopsys, Inc. (b)                                 340,000   18,445,000
                                                             ----------
                                                             86,304,688
Diversified Operations 1.4%
Johnson Controls, Inc.                             290,000   17,110,000
Siebe PLC                                          677,000    2,653,666
                                                             ----------
                                                             19,763,666
Electrical Equipment 1.4%
Molex, Inc. Class A                                610,000   19,443,750

Electronic Parts Distribution 0.7%
Marshall Industries (b)                            436,100   10,684,450

Electronic Products - Miscellaneous 2.8%
General Motors Corporation Class H (b)             540,000   21,431,250
Raychem Corporation                                600,000   19,387,500
                                                             ----------
                                                             40,818,750
Electronics - Semiconductor/Component 2.8%
Dallas Semiconductor Corporation                   458,100   18,667,575
Xilinx, Inc. (b)                                   335,000   21,816,875
                                                             ----------
                                                             40,484,450
Energy - Alternate Source 1.1%
The AES Corporation (b)                            335,000   15,870,625

Engineering & Construction 1.4%
Jacobs Engineering Group, Inc. (b)                 505,000   20,578,750

Food 1.4%
Nabisco Holdings Corporation                       470,000   19,505,000

Healthcare - Biomedical/Genetic 1.6%
Centocor, Inc. (b)                                 520,000   23,465,000

Healthcare - Medical Supply 0.7%
Bausch & Lomb, Inc.                                164,000    9,840,000

Healthcare - Patient Care 3.4%
PhyCor, Inc. (b)                                 1,690,000   11,513,125
Tenet Healthcare Corporation (b)                   685,000   17,981,250
WellPoint Health Networks, Inc. (b)                220,000   19,140,000
                                                             ----------
                                                             48,634,375
Insurance - Multi-line 0.0%
Skandia Forsakrings AB                              24,000      367,203

Insurance - Property & Casualty 1.3%
EXEL, Ltd. Class A                                 250,000   18,750,000

Machinery - Miscellaneous 1.7%
Hussmann International, Inc.                     1,275,000   24,703,125

Media - Publishing 1.9%
Arnoldo Mondadori Editore Spa                      115,000    1,525,696
News Corporation, Ltd. Sponsored ADR               820,000   21,678,750
Torstar Corporation Class B                        302,400    3,568,696
                                                             ----------
                                                             26,773,142
Media - Radio/TV 6.3%
Cox Communications, Inc. Class A (b)               360,000   24,885,000
Flextech PLC (b)                                   900,000    9,035,256
Tele-Communications, Inc. Liberty Media
  Group Series A (b)                               610,000   28,098,125
Tele-Communications, Inc. TCI Group Series A (b)   520,000   28,762,500
                                                             ----------
                                                             90,780,881
Oil - International Integrated 0.0%
Fortum Corporation (b)                              68,000      420,288

Oil - North American Exploration & Production 5.7%
Anadarko Petroleum Corporation                     590,000   18,216,250
Apache Corporation                                 710,000   17,971,875
Devon Energy Corporation                           595,000   18,259,063
EEX Corporation (b)                                966,666    6,766,662
Harken Energy Corporation (b)                    2,500,000    4,843,750
Noble Affiliates, Inc.                             665,000   16,375,625
                                                             ----------
                                                             82,433,225
Oil Well Equipment & Service 2.8%
Nabors Industries, Inc. (b)                      1,060,000   14,376,250
Offshore Logistics, Inc. (b)                       995,000   11,815,625
Smith International, Inc. (b)                      560,000   14,105,000
                                                             ----------
                                                             40,296,875
Paper & Forest Products 1.3%
Bowater, Inc.                                      450,000   18,646,875

Precious Metal/Gem/Stone 0.9%
Barrick Gold Corporation                           635,000   12,382,500

Real Estate 2.8%
Apartment Investment & Management
  Company Class A                                  480,000   17,850,000
CarrAmerica Realty Corporation                     345,000    8,280,000
Security Capital Group, Inc. Class B (b)         1,040,000   14,105,000
Shortland Properties, Ltd.                         851,000      299,738
                                                             ----------
                                                             40,534,738

20
<PAGE>
- --------------------------------------------------------------------------------
================================================================================
                      STRONG COMMON STOCK FUND (continued)
================================================================================
                                                 Shares or
                                                 Principal      Value
                                                  Amount       (Note 2)
- --------------------------------------------------------------------------------
Retail - Restaurant 2.5%
IHOP Corporation (b) (f)                           470,000 $ 18,770,625
Outback Steakhouse, Inc. (b)                       420,000   16,747,500
                                                             ----------
                                                             35,518,125
Retail - Specialty 7.0%
AutoZone, Inc. (b)                                 575,000   18,939,062
Borders Group, Inc. (b)                          1,010,000   25,186,875
The Gymboree Corporation (b)                       950,000    6,056,250
Intimate Brands, Inc.                              755,000   22,555,625
Ross Stores, Inc.                                  335,000   13,190,625
TJX Companies, Inc.                                510,000   14,790,000
                                                            -----------
                                                            100,718,437
Steel 1.2%
USX-US Steel Group                                 775,000   17,825,000

Telecommunication Equipment 2.3%
Alcatel SA ADR                                      90,000    2,199,375
Belden, Inc.                                       525,000   11,123,437
Newbridge Networks Corporation (b)                 630,000   19,136,250
                                                             ----------
                                                             32,459,062
Telecommunication Service 11.0%
Aerial Communications, Inc. (b)                  1,850,000   10,868,750
AirTouch Communications, Inc. (b)                  290,000   20,916,250
Cable & Wireless Communications PLC (b)            323,000    2,932,811
Cable & Wireless Communications PLC
  Sponsored ADR (b)                                435,000   19,738,125
Intermedia Communications, Inc. (b)              1,085,000   18,716,250
MediaOne Group, Inc.                               575,000   27,025,000
NTL, Inc. (b)                                      390,000   22,010,625
Nippon Telegraph & Telephone Corporation               330    2,542,049
Paging Network, Inc. (b)                         2,520,000   11,812,500
United States Cellular Corporation (b)             570,000   21,660,000
                                                            -----------
                                                            158,222,360
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS (COST $1,045,761,094)                 1,276,217,466
- --------------------------------------------------------------------------------

CORPORATE BONDS 0.5%
Omnipoint Corporation Senior Notes,
  11.625%, Due 8/15/06                         $ 8,500,000    5,950,000
Omnipoint Corporation Senior Notes,
  Series A, 11.625%, Due 8/15/06                 1,500,000    1,050,000
- --------------------------------------------------------------------------------
TOTAL CORPORATE BONDS (COST $6,081,570)                       7,000,000
- --------------------------------------------------------------------------------

CONVERTIBLE BONDS 0.8%
Conxus Communications, Inc. Senior Subordinated
  Notes, 9.00%, Due 5/15/01 (Rate Reset Effective
  5/15/99) (Acquired 5/22/98; Cost 
  $13,000,000) (d)                              13,000,000   11,570,000
- --------------------------------------------------------------------------------
TOTAL CONVERTIBLE BONDS (COST $13,000,000)                   11,570,000
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 9.6%
COMMERCIAL PAPER 0.1%
INTEREST BEARING, DUE UPON DEMAND
General Mills, Inc., 5.23%                         396,100      396,100
Pitney Bowes Credit Corporation, 5.23%             197,200      197,200
Wisconsin Corporate Central Credit Union, 5.30%    881,400      881,400
                                                              ---------
                                                              1,474,700
REPURCHASE AGREEEMENTS 9.4%
ABN-AMRO Chicago Corporation (Dated 12/31/98),
  4.90%, Due 1/04/99 (Repurchase proceeds 
  $134,673,282); Collateralized by: $63,415,000 
  FNMA Notes, Zero % - 7.55%, Due 7/09/99 - 
  5/15/08 (Market Value $65,603,993);                        
  $15,000,000 FHLMC Debentures, 6.77%, Due 3/05/08
  (Market Value $15,333,809); $55,970,000 Federal 
  Home Loan Bank Notes, Zero % - 5.50%, Due 
  1/18/99 - 10/15/03 (Market Value 
  $56,354,600) (e)                             134,600,000  134,600,000
                                                            -----------
                                                            134,600,000

UNITED STATES GOVERNMENT ISSUES 0.1%
United States Treasury Bills:
  Due 1/07/99 (c)                                  300,000      299,919
  Due 2/11/99 (c)                                1,300,000    1,294,114
  Due 4/01/99 (c)                                   60,000       59,374
                                                              ---------
                                                              1,653,407
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (COST $137,727,937)            137,728,107
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (COST 
  $1,202,570,601) 99.5%                                   1,432,515,573
Other Assets and Liabilities, Net 0.5%                        7,385,871
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                        $1,439,901,444
================================================================================


FUTURES
- --------------------------------------------------------------------------------
                                            Underlying
                           Expiration       Face Amount       Unrealized
                              Date           at Value        Depreciation
- --------------------------------------------------------------------------------
Sold:
  15 S&P 500                  3/99          $4,670,625         $185,813


WRITTEN OPTIONS ACTIVITY
- --------------------------------------------------------------------------------
                                               Contracts         Premiums
- --------------------------------------------------------------------------------
Options outstanding at beginning of period          --        $        --
Options written during the period               12,100          6,076,562
Options closed                                  (7,625)        (4,921,115)
Options expired                                 (3,275)          (879,681)
Options exercised                               (1,200)          (275,766)
                                                ------         ---------- 
Options outstanding at end of period                --        $        --
                                                ======         ==========  

Closed, exercised and expired options resulted in a capital loss of $958,569.


================================================================================
                             STRONG DISCOVERY FUND
================================================================================
                                                  Shares or
                                                  Principal     Value
                                                    Amount    (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS 89.4%
Bank - Money Center 1.2%
Citigroup, Inc.                                     76,200  $ 3,771,900

Brokerage & Investment Management 2.0%
Kansas City Southern Industries, Inc.               75,600    3,718,575
Waddell & Reed Financial, Inc. Class A             109,700    2,598,519
                                                              ---------
                                                              6,317,094
Commercial Service 12.7%
H & R Block, Inc.                                   38,900    1,750,500
Coinmach Laundry Corporation (b)                   500,000    6,500,000
Consolidated Graphics, Inc. (b)                     66,500    4,492,906
Corrections Corporation America (b)                384,700    6,780,337
ITT Educational Services, Inc. (b)                 137,000    4,658,000
Lamar Advertising Company (b)                       27,500    1,024,375
Modis Professional Services, Inc. (b)              299,700    4,345,650
Outdoor Systems, Inc. (b)                          147,900    4,437,000
Pittston Company Brinks Group                       76,800    2,448,000
The ServiceMaster Company                          102,400    2,259,200
Sykes Enterprises, Inc. (b)                         38,100    1,162,050
Valassis Communications, Inc. (b)                   18,000      929,250
                                                             ----------
                                                             40,787,268


                                                                              21
<PAGE>

SCHEDULES OF INVESTMENTS IN SECURITIES (continued)             December 31, 1998
- --------------------------------------------------------------------------------
================================================================================
                        STRONG DISCOVERY FUND (continued)
================================================================================
                                                  Shares or
                                                  Principal     Value
                                                    Amount    (Note 2)
- --------------------------------------------------------------------------------
Computer - Mainframe 1.4%
International Business Machines Corporation         25,100   $4,637,225

Computer - Peripheral Equipment 2.2%
Lexmark International Group, Inc. Class A (b)       43,100    4,331,550
Security Dynamics Technologies, Inc. (b)            37,200      855,600
Storage Technology Corporation (b)                  53,400    1,899,037
                                                              ---------
                                                              7,086,187
Computer Service 1.4%
Pierce Leahy Corporation (b)                       181,300    4,623,150

Computer Software 0.6%
HBO & Company                                       62,200    1,784,362

Consumer - Miscellaneous 2.2%
Equity Corporation International (b)               271,825    7,220,352

Electric Power 0.2%
Montana Power Company                               12,000      678,750

Electronic Products - Miscellaneous 1.7%
Rayovac Corporation (b)                            210,975    5,630,395

Electronics - Semiconductor/Component 0.9%
Micron Technology, Inc. (b)                         59,700    3,018,581

Food 0.7%
Lancaster Colony Corporation                        27,700      889,862
Merkert American Corporation (b)                    99,300    1,501,913
                                                              ---------
                                                              2,391,775
Healthcare - Drug/Diversified 1.1%
Halsey Drug Company, Inc. (b) (f)                  398,055      547,326
Halsey Drug Company, Inc. (Acquired
  5/20/98 - 10/02/98; Cost $44,996) (b) (d) (f)     13,845       17,140
Jones Medical Industries, Inc.                      50,000    1,825,000
Warner-Lambert Company                              15,000    1,127,812
                                                              ---------
                                                              3,517,278
Healthcare - Instrumentation 1.0%
Datascope Corporation (b)                           49,800    1,145,400
Medtronic, Inc.                                     26,300    1,952,775
                                                              ---------
                                                              3,098,175
Healthcare - Medical Supply 6.6%
McKesson Corporation                                37,800    2,988,563
PSS World Medical, Inc. (b)                         79,500    1,828,500
Henry Schein, Inc. (b)                             142,200    6,363,450
Steris Corporation (b)                              70,000    1,990,625
Sybron International Corporation (b)               302,500    8,224,219
                                                             ----------
                                                             21,395,357
Healthcare - Patient Care 0.6%
Compdent Corporation (b)                           191,900    1,990,963

Healthcare - Product 0.7%
Cytyc Corporation (b)                               88,400    2,276,300

Household Appliances & Furnishings 0.8%
Newell Companies, Inc.                              65,200    2,689,500

Insurance - Life 0.4%
The MONY Group, Inc. (b)                            24,100      754,631
Protective Life Corporation                         16,061      639,429
                                                              ---------
                                                              1,394,060
Insurance - Property & Casualty 1.7%
American Bankers Insurance Group, Inc.             113,100    5,471,212

Leisure Product 2.7%
Action Performance Companies, Inc. (b)             105,700    3,739,138
Harley-Davidson, Inc.                               36,900    1,748,137
SCP Pool Corporation (b)                           212,100    3,208,012
                                                              ---------
                                                              8,695,287
Leisure Service 2.0%
Bally Total Fitness Holding Corporation (b)        142,900    3,554,638
International Game Technology                      113,100    2,749,744
                                                              ---------
                                                              6,304,382
Machine Tool 1.1%
Applied Power, Inc.                                 91,100    3,439,025

Media - Publishing 0.6%
School Specialty, Inc. (b)                          85,500    1,827,563

Media - Radio/TV 6.3%
Chancellor Media Corporation (b)                   132,700    6,353,013
Clear Channel Communications, Inc. (b)              73,414    4,001,063
Infinity Broadcasting Corporation (b)               53,275    1,458,403
Tele-Communications, Inc. TCI Group Series A (b)    66,000    3,650,625
Viacom International, Inc. (b)                      65,500    4,847,000
                                                             ----------
                                                             20,310,104
Office Automation 1.2%
Xerox Corporation                                   31,700    3,740,600

Oil Well Equipment & Service 0.4%
Noble Drilling Corporation (b)                     110,000    1,423,125

Personal & Commercial Lending 3.5%
Associates First Capital Corporation               121,200    5,135,850
Household International, Inc.                      152,100    6,026,962
                                                             ----------
                                                             11,162,812
Pollution Control 3.7%
Republic Services, Inc. Class A (b)                106,800    1,969,125
Superior Services, Inc. (b)                        252,750    5,070,797
Waste Management, Inc.                             105,900    4,937,587
                                                             ----------
                                                             11,977,509
Railroad 1.0%
Burlington Northern Santa Fe Corporation           100,000    3,375,000

Real Estate 1.5%
CCA Prison Realty Trust                             48,050      985,025
Sunstone Hotel Investors, Inc.                     411,550    3,884,003
                                                              ---------
                                                              4,869,028
Retail - Drug Store 0.3%
Rite Aid Corporation                                16,700      827,694

Retail - Food Chain 0.4%
US Foodservice (b)                                  24,900    1,220,100

Retail - Restaurant 2.2%
PJ America, Inc. (b)                               105,000    1,903,125
Papa John's International, Inc. (b)                 67,000    2,956,375
Rainforest Cafe, Inc. (b)                          360,800    2,187,350
                                                              ---------
                                                              7,046,850
Retail - Specialty 16.4%
Black Box Corporation (b)                           96,100    3,639,787
Central Garden & Pet Company (b)                 1,071,625   15,404,609
Global Imaging Systems, Inc. (b)                   167,000    4,049,750
Lowe's Companies, Inc.                              25,300    1,295,044
MSC Industrial Direct Company, Inc. Class A (b)    118,800    2,687,850
Movie Gallery, Inc. (b)                            453,125    3,228,516
Office Depot, Inc. (b)                             139,300    5,145,394


22
<PAGE>

- --------------------------------------------------------------------------------
================================================================================
                        STRONG DISCOVERY FUND (continued)
================================================================================
                                                  Shares or
                                                  Principal     Value
                                                    Amount    (Note 2)
- --------------------------------------------------------------------------------
Pier 1 Imports, Inc.                               142,000  $ 1,375,625
Regis Corporation                                   67,300    2,692,000
Renters Choice, Inc. (b)                           134,200    4,260,850
United Stationers, Inc. (b)                        252,700    6,570,200
Wilmar Industries, Inc. (b)                        113,200    2,299,375
                                                             ----------
                                                             52,649,000
Savings & Loan 1.0%
Dime Bancorp, Inc.                                  28,900      764,044
TCF Financial Corporation                          107,175    2,592,295
                                                              ---------
                                                              3,356,339
Telecommunication Equipment 1.1%
American Tower Corporation Class A (b)              94,300    2,787,744
Aware, Inc. (b)                                     30,200      821,062
                                                              ---------
                                                              3,608,806
Telecommunication Service 2.1%
Davel Communications, Inc. (b)                     240,900    4,396,425
MCI WorldCom, Inc. (b)                              32,700    2,346,226
                                                              ---------
                                                              6,742,651
Tobacco 1.1%
Philip Morris Companies, Inc.                       65,400    3,498,900

Transportation Service 0.7%
Hub Group, Inc. Class A (b)                        109,500    2,121,562
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS (COST $257,855,311)                     287,976,221
- --------------------------------------------------------------------------------

PREFERRED STOCKS 0.7%
News Corporation, Ltd. Sponsored ADR                83,400    2,058,937
- --------------------------------------------------------------------------------
TOTAL PREFERRED STOCKS (COST $2,045,682)                      2,058,937
- --------------------------------------------------------------------------------

WARRANTS 0.0%
Halsey Drug Company, Inc. Warrants,
  Expire 12/26/01 (Acquired 7/21/97;
  Cost $0) (b) (d) (f)                              21,429        7,072
- --------------------------------------------------------------------------------
TOTAL WARRANTS (COST $0)                                          7,072
- --------------------------------------------------------------------------------

CONVERTIBLE BONDS 0.1%
Halsey Drug Company, Inc. Subordinated Debentures,
  10.00%, Due 8/06/01 (Acquired 8/05/96;
  Cost $587,550) (d) (f)                        $  600,000      228,462
- --------------------------------------------------------------------------------
TOTAL CONVERTIBLE BONDS (AMORTIZED COST $592,762)               228,462
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 3.9%
COMMERCIAL PAPER 0.2%
INTEREST BEARING, DUE UPON DEMAND
American Family Financial Services, Inc., 5.17%        100          100
Pitney Bowes Credit Corporation, 5.23%             270,000      270,000
Wisconsin Corporate Central Credit Union, 5.30%    356,200      356,200
                                                                -------
                                                                626,300
REPURCHASE AGREEMENTS 3.3%
Goldman Sachs Group LP (Dated 12/31/98),
  4.55%, Due 1/04/99 (Repurchase proceeds
  $10,505,308); Collateralized by: $8,340,000
  United States Treasury Bonds, 10.00%,
  Due 5/15/10 (Market Value $10,721,070) (e)    10,500,000   10,500,000

UNITED STATES GOVERNMENT ISSUES 0.4%
United States Treasury Bills,
  Due 1/14/99 thru 4/01/99 (c)                   1,480,000    1,466,285
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (COST $12,592,412)              12,592,585
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (COST 
  $273,086,167) 94.1%                                       302,863,277
Other Assets and Liabilities, Net 5.9%                       19,132,139
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                          $321,995,416
================================================================================


FUTURES
- --------------------------------------------------------------------------------
                                             Underlying
                           Expiration        Face Amount       Unrealized
                              Date            at Value        Appreciation
- --------------------------------------------------------------------------------
Purchased:
  35 Russell 2000             3/99          $ 7,441,875         $175,370
  90 S&P 500                  3/99           28,023,750          262,430


WRITTEN OPTIONS ACTIVITY
- --------------------------------------------------------------------------------
                                                Contracts         Premiums
- --------------------------------------------------------------------------------
Options outstanding at beginning of period           --          $     --
Options written during the period                   333           848,073
Options closed                                     (333)         (848,073)
Options expired                                      --                --
Options exercised                                    --                --
                                                   ----          --------
Options outstanding at end of period                 --          $     --
                                                   ====          ========

Closed options resulted in a capital gain of $239,349.


================================================================================
                             STRONG ENTERPRISE FUND
================================================================================
                                                  Shares or
                                                  Principal     Value
                                                    Amount    (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS 94.7%
Commercial Service 1.6%
DoubleClick, Inc. (b)                                4,000   $  182,250

Computer - Peripheral Equipment 9.3%
FORE Systems, Inc. (b)                              26,000      476,125
Microchip Technology, Inc. (b)                       3,400      125,800
SanDisk Corporation (b)                              9,400      132,775
Seagate Technology, Inc. (b)                         4,600      139,150
Security Dynamics Technologies, Inc. (b)             6,900      158,700
                                                              ---------
                                                              1,032,550
Computer - Personal & Workstation 2.4%
Compaq Computer Corporation                          6,400      268,400

Computer Service 9.6%
BroadVision, Inc. (b)                               17,400      556,800
Concentric Network Corporation (b)                   5,900      196,175
Excite, Inc. (b)                                     2,000       84,125
USWeb Corporation (b)                                9,000      237,375
                                                              ---------
                                                              1,074,475
Computer Software 26.5%
Actuate Software Corporation (b)                     7,700      152,075
Brio Technology, Inc. (b)                            9,000      159,187
Business Objects SA Sponsored ADR (b)               17,700      575,250
Check Point Software Technologies, Ltd. (b)          5,700      261,131
Cognos, Inc. (b)                                    14,800      370,000
Concur Technologies, Inc. (b)                        5,300      161,650
Documentum, Inc. (b)                                 4,400      235,125
Exchange Applications, Inc. (b)                     12,700      249,238


                                                                              23
<PAGE>
SCHEDULES OF INVESTMENTS IN SECURITIES (continued)             December 31, 1998
- --------------------------------------------------------------------------------
================================================================================
                       STRONG ENTERPRISE FUND (continued)
================================================================================
                                                  Shares or
                                                  Principal     Value
                                                    Amount    (Note 2)
- --------------------------------------------------------------------------------
Intuit, Inc. (b)                                     3,450  $   250,125
I2 Technologies, Inc. (b)                            7,400      224,775
NetGravity, Inc. (b)                                 5,300       88,775
New Era of Networks, Inc. (b)                        2,000       88,000
Siebel Systems, Inc. (b)                             4,000      135,750
                                                              ---------
                                                              2,951,081
Electronic Instrumentation 2.3%
Perkin Elmer Corporation                             2,625      256,102

Electronic Products - Miscellaneous 1.0%
Proxim, Inc. (b)                                     4,200      112,088

Electronics - Semiconductor/Component 9.3%
Altera Corporation (b)                               1,400       85,225
Applied Materials, Inc. (b)                          5,200      221,975
LSI Logic Corporation (b)                           13,600      219,300
Motorola, Inc.                                       4,200      256,462
SDL, Inc. (b)                                        2,100       83,213
Texas Instruments, Inc.                              2,000      171,125
                                                              ---------
                                                              1,037,300
Healthcare - Biomedical/Genetic 7.2%
Chiron Corporation (b)                               5,800      151,887
Gilead Sciences, Inc. (b)                            5,100      209,419
Incyte Pharmaceuticals, Inc. (b)                     4,150      155,106
Millennium Pharmaceuticals, Inc. (b)                 7,800      201,825
SangStat Medical Corporation (b)                     3,900       82,875
                                                                -------
                                                                801,112
Healthcare - Patient Care 3.5%
Columbia/HCA Healthcare Corporation                  6,200      153,450
United Healthcare Corporation                        3,400      146,413
WellPoint Health Networks, Inc. (b)                  1,000       87,000
                                                                -------
                                                                386,863
Retail - Food Chain 2.2%
Whole Foods Marketing, Inc. (b)                      5,100      246,713

Retail - Specialty 6.9%
Intimate Brands, Inc.                                8,600      256,925
The Limited, Inc.                                    7,000      203,875
Restoration Hardware, Inc. (b)                      11,500      309,062
                                                                -------
                                                                769,862
Shoe & Apparel Manufacturing 2.5%
The Timberland Company Class A (b)                   6,100      277,931

Telecommunication Equipment 10.4%
American Tower Corporation Class A (b)              10,400      307,450
Aware, Inc. (b)                                      6,400      174,000
Comverse Technology, Inc. (b)                        3,200      227,200
General Instrument Corporation (b)                   4,300      145,931
Polycom, Inc. (b)                                   13,500      300,375
                                                              ---------
                                                              1,154,956
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS (COST $8,908,384)                        10,551,683
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 11.7%
COMMERCIAL PAPER
INTEREST BEARING, DUE UPON DEMAND
General Mills, Inc., 5.23%                        $137,800      137,800
Pitney Bowes Credit Corporation, 5.23%             483,400      483,400
Sara Lee Corporation, 5.23%                        156,100      156,100
Warner Lambert Company, 5.18%                      142,900      142,900
Wisconsin Corporate Central Credit Union, 5.30%    383,700      383,700
                                                              ---------
                                                              1,303,900
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (COST $1,303,900)                1,303,900
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (COST $10,212,284)106.4%     11,855,583
Other Assets and Liabilities, Net (6.4%)                       (711,891)
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                           $11,143,692
================================================================================

- --------------------------------------------------------------------------------
WRITTEN OPTIONS ACTIVITY
- --------------------------------------------------------------------------------
                                                  Contracts     Premiums
- --------------------------------------------------------------------------------
Options outstanding at beginning of period            --        $     --
Options written during the period                     31          75,854
Options closed                                       (31)        (75,854)
Options expired                                       --              --
Options exercised                                     --              --
                                                     ---        --------
Options outstanding at end of period                  --        $     --
                                                     ===        ========

Closed options resulted in a capital loss of $81,827.



================================================================================
                               STRONG GROWTH FUND
================================================================================
                                                  Shares or
                                                  Principal     Value
                                                    Amount    (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS 92.3%
Airline 0.5%
Midwest Express Holdings, Inc. (b)                 350,000 $  9,209,375

Bank - Regional 0.8%
Fifth Third Bancorp                                200,000   14,262,500

Bank - Super Regional 1.0%
Northern Trust Company                             200,000   17,462,500

Brokerage & Investment Management 0.9%
The Charles Schwab Corporation                     300,000   16,856,250

Commercial Service 5.5%
Cintas Corporation                                 100,000    7,043,750
Lason Holdings, Inc. (b)                           100,000    5,818,750
The Metzler Group, Inc. (b)                        225,000   10,954,687
Outdoor Systems, Inc. (b)                          900,000   27,000,000
Paychex, Inc.                                      225,000   11,573,438
Robert Half International, Inc. (b)                200,000    8,937,500
Romac International, Inc. (b)                      700,000   15,575,000
Sykes Enterprises, Inc. (b)                        485,000   14,792,500
                                                            -----------
                                                            101,695,625
Computer - Peripheral Equipment 3.6%
American Power Conversion Corporation (b)          250,000   12,109,375
EMC Communications Corporation (b)                 365,000   31,025,000
Network Appliance, Inc. (b)                        525,000   23,625,000
                                                             ----------
                                                             66,759,375
Computer - Personal & Workstation 1.3%
Dell Computer Corporation (b)                      325,000   23,785,938

Computer Service 1.2%
CSG Systems International, Inc. (b)                 93,000    7,347,000
Fiserv, Inc. (b)                                   300,000   15,431,250
                                                             ----------
                                                             22,778,250
Computer Software 15.7%
Advantage Learning Systems, Inc. (b)               115,000    7,561,250
America Online, Inc. (b)                           250,000   40,000,000
Ascend Communications, Inc. (b)                    250,000   16,437,500
At Home Corporation Series A (b)                   200,000   14,850,000
Cisco Systems, Inc. (b)                            600,000   55,687,500
Compuware Corporation (b)                          200,000   15,625,000
Gemstar International Group, Ltd. (b)              100,000    5,725,000
Inktomi Corporation (b)                            100,000   12,937,500
Legato Systems, Inc. (b)                           400,000   26,375,000
Microsoft Corporation (b)                          235,000   32,591,562
Siebel Systems, Inc. (b)                           150,000    5,090,625
Synopsys, Inc. (b)                                 200,000   10,850,000
3Com Corporation (b)                               250,000   11,203,125

24
<PAGE>
- --------------------------------------------------------------------------------
================================================================================
                         STRONG GROWTH FUND (continued)
================================================================================
                                                  Shares or
                                                  Principal     Value
                                                    Amount    (Note 2)
- --------------------------------------------------------------------------------
Veritas Software Corporation (b)                   100,000 $  5,993,750
Visio Corporation (b)                              350,000   12,796,875
Yahoo, Inc. (b)                                     60,000   14,103,750
                                                            -----------
                                                            287,828,437
Diversified Operations 0.5%
Tyco International, Ltd.                           125,000    9,429,687

Electric Power 0.8%
Montana Power Company                              250,000   14,140,625

Electronic Instrumentation 1.8%
Perkin Elmer Corporation                           175,000   17,073,438
Waters Corporation (b)                             175,000   15,268,750
                                                             ----------
                                                             32,342,188
Electronics - Semiconductor/Component 8.0%
Altera Corporation (b)                             175,000   10,653,125
Broadcom Corporation (b)                           210,000   25,357,500
Intel Corporation                                  225,000   26,676,562
Jabil Circuit, Inc. (b)                            149,700   11,171,362
Rambus, Inc. (b)                                   150,000   14,437,500
Solectron Corporation (b)                          300,000   27,881,250
Teradyne, Inc. (b)                                 200,000    8,475,000
Transwitch Corporation (b)                         150,000    5,840,625
Xilinx, Inc. (b)                                   250,000   16,281,250
                                                            -----------
                                                            146,774,174
Finance - Miscellaneous 1.0%
Concord EFS, Inc. (b)                              240,000   10,170,000
SunAmerica, Inc.                                   100,000    8,112,500
                                                             ----------
                                                             18,282,500
Healthcare - Biomedical/Genetic 0.9%
Biogen, Inc. (b)                                   100,000    8,300,000
Genzyme Corporation (b)                            150,000    7,462,500
                                                             ----------
                                                             15,762,500
Healthcare - Drug/Diversified 4.8%
Alza Corporation (b)                               150,000    7,837,500
Forest Laboratories, Inc. (b)                      500,000   26,593,750
Pfizer, Inc.                                       100,000   12,543,750
Schering-Plough Corporation                        350,000   19,337,500
Watson Pharmaceuticals, Inc. (b)                   350,000   22,006,250
                                                             ----------
                                                             88,318,750
Healthcare - Instrumentation 1.7%
IDEXX Laboratories, Inc. (b)                       300,000    8,071,875
Medtronic, Inc.                                    300,000   22,275,000
                                                             ----------
                                                             30,346,875
Healthcare - Medical Supply 2.2%
McKesson Corporation                               250,000   19,765,625
PSS World Medical, Inc. (b)                        300,000    6,900,000
Sybron International Corporation (b)               525,000   14,273,438
                                                             ----------
                                                             40,939,063
Healthcare - Product 2.0%
Allergan, Inc.                                     350,000   22,662,500
Sepracor, Inc. (b)                                 150,000   13,134,375
                                                             ----------
                                                             35,796,875
Leisure Service 0.4%
Carnival Corporation                               150,000    7,200,000

Media - Radio/TV 5.1%
Chancellor Media Corporation (b)                    60,000    2,872,500
Clear Channel Communications, Inc. (b)             250,000   13,625,000
Comcast Corporation Class A                        150,000    8,803,125
Infinity Broadcasting Corporation (b)              600,000   16,425,000
Jacor Communications, Inc. (b)                     200,000   12,875,000
Tele-Communications, Inc. Liberty
  Media Group Series A (b)                         325,000   14,970,312
Time Warner, Inc.                                  400,000   24,825,000
                                                             ----------
                                                             94,395,937

Mortgage & Related Service 1.2%
Federal Home Loan Mortgage Corporation             350,000   22,553,125

Retail - Department Store 3.3%
Kohl's Corporation (b)                           1,000,000   61,437,500

Retail - Discount & Variety 2.6%
Dollar Tree Stores, Inc. (b)                       600,000   26,212,500
99 Cents Only Stores (b)                           434,000   21,320,250
                                                             ----------
                                                             47,532,750
Retail - Drug Store 3.1%
CVS Corporation                                    625,000   34,375,000
Walgreen Company                                   375,000   21,960,938
                                                             ----------
                                                             56,335,938
Retail - Food Chain 3.1%
Fred Meyer, Inc. (b)                               275,000   16,568,750
Safeway, Inc. (b)                                  650,000   39,609,375
                                                             ----------
                                                             56,178,125
Retail - Major Chain 1.3%
Wal-Mart Stores, Inc.                              300,000   24,431,250

Retail - Restaurant 0.8%
Starbucks Corporation (b)                          250,000   14,031,250

Retail - Specialty 10.5%
American Eagle Outfitters, Inc. (b)                340,000   22,652,500
Bed Bath & Beyond, Inc. (b)                        500,000   17,062,500
Best Buy Company, Inc. (b)                         225,000   13,809,375
CDW Computer Centers, Inc. (b)                      80,000    7,675,000
Gap, Inc.                                          100,000    5,625,000
Global Imaging Systems, Inc. (b)                   250,000    6,062,500
The Home Depot, Inc.                               525,000   32,123,438
Linens `N Things, Inc. (b)                          29,800    1,180,825
Lowe's Companies, Inc.                             900,000   46,068,750
Office Depot, Inc. (b)                             350,000   12,928,125
Staples, Inc. (b)                                  625,000   27,304,688
                                                            -----------
                                                            192,492,701
Telecommunication Equipment 2.9%
Comverse Technology, Inc. (b)                      200,000   14,200,000
Lucent Technologies, Inc.                           75,000    8,250,000
Tellabs, Inc. (b)                                  200,000   13,712,500
Uniphase Corporation (b)                           250,000   17,343,750
                                                             ----------
                                                             53,506,250
Telecommunication Service 3.8%
Equant NV - New York Registered Shares (b)         110,000    7,459,375
MCI WorldCom, Inc. (b)                             750,000   53,812,500
Qwest Communications International, Inc. (b)       170,000    8,500,000
                                                             ----------
                                                             69,771,875
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS (COST $1,097,432,035)                 1,692,638,188
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 5.5%
COMMERCIAL PAPER 0.1%
INTEREST BEARING, DUE UPON DEMAND
American Family Financial Services, Inc., 5.17%   $ 59,300       59,300
General Mills, Inc., 5.23%                         577,600      577,600
Pitney Bowes Credit Corporation, 5.23%             918,200      918,200
Sara Lee Corporation, 5.23%                        310,000      310,000
Warner Lambert Company, 5.18%                      436,400      436,400
Wisconsin Corporate Central Credit Union, 5.30%    628,200      628,200
                                                              ---------
                                                              2,929,700
  
                                                                              25

<PAGE>
SCHEDULES OF INVESTMENTS IN SECURITIES                         December 31, 1998
- --------------------------------------------------------------------------------
================================================================================
                         STRONG GROWTH FUND (continued)
================================================================================
                                                  Shares or
                                                  Principal     Value
                                                    Amount    (Note 2)
- --------------------------------------------------------------------------------
REPURCHASE AGREEMENTS 5.4% 
ABN-AMRO Chicago Corporation (Dated 12/31/98), 
  4.90%, Due 1/04/99 (Repurchase proceeds 
  $99,053,900);  Collateralized by: $53,646,000
  FNMA Notes,  Zero % - 6.55%,  Due 7/09/99 - 
  8/27/12 (Market Value  $50,160,570);
  $20,000,000 FHLMC Debentures, 6.00% - 6.25%,  
  Due 11/18/03 - 11/19/08 (Market Value $20,093,315);
  $30,253,000 Federal Home Loan Bank Bonds, Zero % - 
  6.60%, Due 2/03/99 - 3/19/18 (Market Value 
  $30,726,139) (e)                           $99,000,000 $   99,000,000
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (COST $101,929,700)            101,929,700
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (COST 
  $1,199,361,735) 97.8%                                   1,794,567,888
Other Assets and Liabilities, Net 2.2%                       40,106,994
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                        $1,834,674,882
================================================================================


WRITTEN OPTIONS ACTIVITY
- --------------------------------------------------------------------------------
                                                  Contracts         Premiums
- --------------------------------------------------------------------------------
Options outstanding at beginning of period             --       $        --
Options written during the period                  13,250         9,416,623
Options closed                                    (13,250)       (9,416,623)
Options expired                                        --                --
Options exercised                                      --                --
                                                   ------        ----------
Options outstanding at end of period                   --       $        --
                                                   ======        ==========

Closed options resulted in a capital loss of $1,383,472.


================================================================================
                             STRONG GROWTH 20 FUND
================================================================================
                                                  Shares or
                                                  Principal     Value
                                                    Amount    (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS 87.9%
Commercial Service 4.6%
Outdoor Systems, Inc. (b)                          110,000  $ 3,300,000

Computer - Peripheral Equipment 9.8%
EMC Communications Corporation (b)                  40,000    3,400,000
Network Appliance, Inc. (b)                         80,000    3,600,000
                                                              ---------
                                                              7,000,000
Computer Software 17.9%
America Online, Inc. (b)                            15,000    2,400,000
Ascend Communications, Inc. (b)                     30,000    1,972,500
At Home Corporation Series A (b)                    15,000    1,113,750
Cisco Systems, Inc. (b)                             45,000    4,176,562
Microsoft Corporation (b)                           17,000    2,357,688
Yahoo, Inc. (b)                                      3,000      705,187
                                                             ----------
                                                             12,725,687
Electronic Products - Miscellaneous 2.8%
Power Integrations, Inc. (b)                        80,000    2,005,000

Electronics - Semiconductor/Components 1.7%
Broadcom Corporation (b)                            10,000    1,207,500

Healthcare - Drug Diversified 4.7%
Forest Laboratories, Inc. (b)                       35,000    1,861,562
Pfizer, Inc.                                        12,000    1,505,250
                                                              ---------
                                                              3,366,812
Healthcare - Instrumentation 1.5%
Medtronic, Inc.                                     14,000    1,039,500

Healthcare - Product 3.1%
Sepracor, Inc. (b)                                  25,000    2,189,063

Media - Radio/TV 4.2%
Infinity Broadcasting Corporation (b)              110,000    3,011,250

Retail - Department Store 5.2%
Kohl's Corporation (b)                              60,000    3,686,250

Retail - Discount & Variety 5.2%
Dollar Tree Stores, Inc. (b)                        45,000    1,965,937
99 Cents Only Stores (b)                            35,000    1,719,375
                                                              ---------
                                                              3,685,312
Retail - Drug Store 3.7%
CVS Corporation                                     30,000    1,650,000
Walgreen Company                                    17,000      995,563
                                                              ---------
                                                              2,645,563
Retail - Food Chain 4.3%
Safeway, Inc. (b)                                   50,000    3,046,875

Retail - Specialty 13.6%
Bed Bath & Beyond, Inc. (b)                         50,000    1,706,250
Lowe's Companies, Inc.                              45,000    2,303,437
Office Depot, Inc. (b)                              95,000    3,509,063
Staples, Inc. (b)                                   50,000    2,184,375
                                                              ---------
                                                              9,703,125
Telecommunication Service 5.6%
MCI WorldCom, Inc. (b)                              55,000    3,946,250
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS (COST $45,770,497)                       62,558,187
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 6.3%
COMMERCIAL PAPER 6.3%
INTEREST BEARING, DUE UPON DEMAND
General Mills, Inc., 5.23%                      $  517,200      517,200
Pitney Bowes Credit Corporation, 5.23%           1,458,500    1,458,500
Sara Lee Corporation, 5.23%                        509,700      509,700
Warner-Lambert Company, 5.18%                      613,900      613,900
Wisconsin Corporate Central Credit Union, 5.30%  1,108,800    1,108,800
Wisconsin Electric Power Company, 5.17%            261,300      261,300
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (COST $4,469,400)                4,469,400
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (COST $50,239,897) 
  94.2%                                                      67,027,587
Other Assets and Liabilities, Net 5.8%                        4,177,098
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                           $71,204,685
================================================================================


WRITTEN OPTIONS ACTIVITY
- --------------------------------------------------------------------------------
                                                  Contracts         Premiums
- --------------------------------------------------------------------------------
Options outstanding at beginning of period             --         $       --
Options written during the period                   3,599          2,338,828
Options closed                                     (3,599)        (2,338,828)
Options expired                                        --                 --
Options exercised                                      --                 --
                                                    -----          ---------
Options outstanding at end of period                   --         $       --
                                                    =====          =========

Closed options resulted in a capital gain of $14,552.


26
<PAGE>
- --------------------------------------------------------------------------------
================================================================================
                               STRONG MID CAP FUND
================================================================================
                                                  Shares or
                                                  Principal     Value
                                                    Amount    (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS 95.2%
Aerospace & Defense 3.0%
Kellstrom Industries, Inc. (b)                      20,000   $  575,000

Commercial Service 2.7%
Sykes Enterprises, Inc. (b)                         17,000      518,500

Computer Service 10.1%
American Management Systems, Inc. (b)                7,500      300,000
Fiserv, Inc. (b)                                     5,250      270,047
National Data Corporation                            5,300      258,044
Shared Medical Systems Corporation                  10,000      498,750
Sterling Commerce, Inc. (b)                         14,000      630,000
                                                              ---------
                                                              1,956,841
Computer Software 16.2%
Citrix Systems, Inc. (b)                             2,300      223,244
Compuware Corporation (b)                            6,000      468,750
Keane, Inc. (b)                                     10,000      399,375
Network Associates, Inc. (b)                         9,000      596,250
QuadraMed Corporation (b)                           20,000      410,000
Sterling Software, Inc. (b)                         18,000      487,125
Transaction Systems Architects, Inc. (b)            10,700      535,000
                                                              ---------
                                                              3,119,744
Computer Systems 1.8%
Policy Management Systems Corporation (b)            7,000      353,500

Electronics - Semiconductor/Component 3.2%
PMC-Sierra, Inc. (b)                                 4,600      290,375
Vitesse Semiconductor Corporation (b)                7,000      319,375
                                                                -------
                                                                609,750
Healthcare - Biomedical/Genetic 3.5%
Alkermes, Inc. (b)                                  12,000      266,250
Biogen, Inc. (b)                                     5,000      415,000
                                                                -------
                                                                681,250
Healthcare - Drug/Diversified 2.2%
Elan Corporation PLC ADR (b)                         6,000      417,375

Healthcare - Instrumentation 2.4%
Arterial Vascular Engineering, Inc. (b)              9,000      472,500

Healthcare - Patient Care 4.4%
Covance, Inc. (b)                                   18,000      524,250
Quintiles Transnational Corporation (b)              6,000      320,250
                                                                -------
                                                                844,500
Insurance - Life 2.1%
Protective Life Corporation                         10,000      398,125

Insurance - Property & Casualty 4.5%
Ambac Financial Group, Inc.                          7,000      421,312
LandAmerica Financial Group, Inc.                    8,000      446,500
                                                                -------
                                                                867,812
Oil - North American Exploration & Production 1.4%
Devon Energy Corporation                             9,000      276,188

Personal & Commercial Lending 2.6%
The CIT Group, Inc.                                 16,000      509,000

Pollution Control 2.5%
Eastern Environmental Services, Inc. (b)            16,500      488,813

Real Estate 8.7%
Apartment Investment & Management
Company Class A                                     13,000      483,437
Camden Property Trust                               16,000      416,000
Duke Realty Investments, Inc.                       18,000      418,500
Mack-Cali Realty Corporation                        12,000      370,500
                                                              ---------
                                                              1,688,437
Retail - Department Store 1.6%
Family Dollar Stores, Inc.                          13,500      297,000

Retail - Discount & Variety 1.5%
Dollar Tree Stores, Inc. (b)                         6,500      283,969

Retail - Specialty 5.2%
AutoZone, Inc. (b)                                  10,000      329,375
Global Imaging Systems, Inc. (b)                    28,000      679,000
                                                              ---------
                                                              1,008,375
Savings & Loan 4.5%
Sovereign Bancorp, Inc.                             27,000      384,750
TeleBanc Financial Corporation (b)                  14,000      476,000
                                                                -------
                                                                860,750
Telecommunication Equipment 4.2%
Uniphase Corporation (b)                             4,500      312,187
World Access, Inc. (b)                              23,000      491,625
                                                                -------
                                                                803,812
Telecommunication Service 4.5%
Global Crossing, Ltd. (b)                            6,500      293,312
IDT Corporation (b)                                 19,000      292,125
STAR Telecommunications, Inc. (b)                   24,000      292,500
                                                                -------
                                                                877,937
Transportation Service 2.4%
C.H. Robinson Worldwide, Inc.                       18,000      466,875
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS (COST $14,239,216)                       18,376,053
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 4.5%
COMMERCIAL PAPER 4.5%
INTEREST BEARING, DUE UPON DEMAND
American Family Financial Services, Inc., 5.17%   $    100          100
Pitney Bowes Credit Corporation, 5.23%             384,000      384,000
Sara Lee Corporation, 5.23%                        265,100      265,100
Warner Lambert Company, 5.18%                       44,700       44,700
Wisconsin Corporate Central Credit Union, 5.30%    172,200      172,200
                                                                -------
                                                                866,100
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (COST $866,100)                    866,100
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (COST 
  $15,105,316) 99.7%                                         19,242,153
Other Assets and Liabilities, Net 0.3%                           54,867
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                           $19,297,020
================================================================================

================================================================================
                             STRONG OPPORTUNITY FUND
================================================================================
                                                  Shares or
                                                  Principal     Value
                                                    Amount    (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS 83.8%
Airline 0.3%
Air New Zealand, Ltd. Class B                    2,607,000  $ 4,084,090
Delta Air Lines, Inc.                               37,800    1,965,600
                                                              ---------
                                                              6,049,690
Auto & Truck Parts 1.2%
Magna International, Inc. Class A                  384,000   23,808,000

Bank - Money Center 2.8%
BankAmerica Corporation                            400,000   24,050,000
Chase Manhattan Corporation                        424,000   28,858,500
ING Groep NV                                        72,000    4,386,273
                                                             ----------
                                                             57,294,773
Bank - Super Regional 2.1%
Mellon Bank Corporation                            205,000   14,093,750
Wells Fargo Company                                740,000   29,553,750
                                                             ----------
                                                             43,647,500

                                                                              27
<PAGE>
                                                                             
SCHEDULES OF INVESTMENTS IN SECURITIES (continued)             December 31, 1998
- --------------------------------------------------------------------------------
================================================================================
                       STRONG OPPORTUNITY FUND (continued)
================================================================================
                                                  Shares or
                                                  Principal     Value
                                                    Amount    (Note 2)
- --------------------------------------------------------------------------------
Beverage - Soft Drink 1.7%
Whitman Corporation                              1,390,900  $35,294,088

Chemical - Specialty 3.5%
Morton International, Inc.                       1,002,000   24,549,000
Praxair, Inc.                                      648,000   22,842,000
Solutia, Inc.                                    1,065,000   23,829,375
                                                             ----------
                                                             71,220,375
Computer - Peripheral Equipment 3.2%
American Power Conversion Corporation (b)          545,000   26,398,437
Quantum Corporation (b)                          1,170,000   24,862,500
Seagate Technology, Inc. (b)                       428,600   12,965,150
                                                             ----------
                                                             64,226,087
Computer - Personal & Workstation 2.0%
Sun Microsystems, Inc. (b)                         475,000   40,671,875

Computer Software 1.8%
Cadence Design Systems, Inc. (b)                 1,130,000   33,617,500
Sybase, Inc. (b)                                   407,500    3,018,047
                                                             ----------
                                                             36,635,547
Diversified Operations 2.2%
Corning, Inc.                                      880,000   39,600,000
Siebe PLC                                        1,236,000    4,844,802
                                                             ----------
                                                             44,444,802
Electric Power 1.4%
NIPSCO Industries, Inc.                            963,600   29,329,575

Electronic Parts Distribution 1.6%
Avnet, Inc.                                        425,000   25,712,500
Marshall Industries (b)                            250,000    6,125,000
                                                             ----------
                                                             31,837,500
Electronic Products - Miscellaneous 2.9%
AVX Corporation                                  1,510,500   25,584,094
General Motors Corporation Class H (b)             833,400   33,075,562
                                                             ----------
                                                             58,659,656
Electronics - Semiconductor/Component 1.9%
Micron Technology, Inc. (b)                        200,000   10,112,500
Texas Instruments, Inc.                            330,000   28,235,625
                                                             ----------
                                                             38,348,125
Food 2.8%
ConAgra, Inc.                                      890,000   28,035,000
Unilever NV                                        350,000   29,028,125
                                                             ----------
                                                             57,063,125
Healthcare - Medical Supply 1.4%
Sybron International Corporation (b)             1,088,600   29,596,312

Healthcare - Patient Care 3.8%
Columbia/HCA Healthcare Corporation              1,171,900   29,004,525
Healthsouth Corporation (b)                      1,699,600   26,237,575
United Healthcare Corporation                      536,500   23,103,031
                                                             ----------
                                                             78,345,131
Household Appliances & Furnishings 1.4%
Premark International, Inc.                        802,100   27,772,712

Insurance - Diversified 1.4%
CIGNA Corporation                                  375,000   28,992,188

Insurance - Multi-line 0.0%
Skandia Forsakrings AB                              34,000      520,205

Insurance - Property & Casualty 4.2%
ACE, Ltd.                                          870,000   29,960,625
American International Group, Inc.                 312,500   30,195,312
Hartford Financial Services Group, Inc.            479,200   26,296,100
                                                             ----------
                                                             86,452,037
Leisure Service 0.7%
Gaylord Entertainment Company                      504,300   15,192,037

Media - Publishing 2.8%
The E.W. Scripps Company Class A                   588,500   29,277,875
Tribune Company                                    408,500   26,961,000
                                                             ----------
                                                             56,238,875
Media - Radio/TV 7.0%
Comcast Corporation Class A                        530,000   31,104,375
Cox Communications, Inc. Class A (b)               475,000   32,834,375
Tele-Communications, Inc. Liberty
  Media Group Series A (b)                         825,000   38,001,562
Tele-Communications, Inc. TCI Group Series A (b)   720,000   39,825,000
                                                            -----------
                                                            141,765,312
Natural Gas Distribution 4.0%
Columbia Energy Group                              474,000   27,373,500
Enron Corporation                                  520,900   29,723,856
The Williams Companies, Inc.                       813,000   25,355,438
                                                             ----------
                                                             82,452,794
Oil - International Integrated 1.2%
Chevron Corporation                                277,000   22,973,688
Fortum Corporation (b)                             100,000      618,071
                                                             ----------
                                                             23,591,759
Oil - North American Exploration & Production 3.5%
Apache Corporation                                 974,000   24,654,375
Barrett Resources Corporation (b)                  881,800   21,163,200
Devon Energy Corporation                           851,000   26,115,063
                                                             ----------
                                                             71,932,638
Oil - North American Integrated 1.0%
USX-Marathon Group                                 666,700   20,084,338

Oil Well Equipment & Service 3.3%
Cooper Cameron Corporation (b)                     822,900   20,161,050
Schlumberger, Ltd.                                 458,300   21,139,087
Weatherford International, Inc. (b)              1,354,500   26,243,438
                                                             ----------
                                                             67,543,575
Precious Metal/Gem/Stone 0.9%
Barrick Gold Corporation                           989,600   19,297,200

Real Estate 1.8%
Ayala Land, Inc.                                 2,456,400      697,301
CarrAmerica Realty Corporation                     375,000    9,000,000
ProLogis Trust                                   1,224,000   25,398,000
Shortland Properties, Ltd.                       2,513,625      885,346
                                                             ----------
                                                             35,980,647
Retail - Department Store 1.3%
May Department Stores Company                      426,100   25,725,788

Retail - Food Chain 1.2%
The Kroger Company (b)                             395,800   23,945,900

Retail - Major Chain 1.4%
Kmart Corporation (b)                            1,729,200   26,478,375
Sears Canada, Inc.                                 141,900    1,623,570
                                                             ----------
                                                             28,101,945
Retail - Specialty 1.6%
Office Depot, Inc. (b)                             865,000   31,950,937

Steel 1.3%
Nucor Corporation                                  596,000   25,777,000

Telecommunication Equipment 0.1%
Alcatel SA ADR                                     125,000    3,054,687

Telecommunication Service 7.1%
AirTouch Communications, Inc. (b)                  383,000   27,623,875
Cable & Wireless Communications PLC (b)            453,000    4,113,200
Cable & Wireless Communications
  PLC Sponsored ADR (b)                            530,000   24,048,750
MediaOne Group, Inc.                               755,200   35,494,400
Omnipoint Corporation (b)                        1,354,200   12,610,988

28
<PAGE>
- --------------------------------------------------------------------------------
================================================================================
                       STRONG OPPORTUNITY FUND (continued)
================================================================================
                                                  Shares or
                                                  Principal     Value
                                                    Amount    (Note 2)
- --------------------------------------------------------------------------------
Paging Network, Inc. (b)                         2,380,300 $ 11,157,656
United States Cellular Corporation (b)             762,100   28,959,800
                                                            -----------
                                                            144,008,669
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS (COST $1,264,087,318)                 1,706,853,404
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 15.6%
COMMERCIAL PAPER 0.1%
INTEREST BEARING, DUE UPON DEMAND
American Family Financial Services, Inc., 5.17% $  136,000      136,000
General Mills, Inc., 5.23%                         396,100      396,100
Pitney Bowes Credit Corporation, 5.23%             113,000      113,000
Sara Lee Corporation, 5.23%                         53,000       53,000
Warner Lambert Company, 5.18%                      156,000      156,000
Wisconsin Corporate Central Credit Union, 5.30%     70,000       70,000
Wisconsin Electric Power Company, 5.17%          1,044,600    1,044,600
                                                              ---------
                                                              1,968,700
REPURCHASE AGREEMENTS 15.4%
ABN-AMRO Chicago Corporation (Dated 12/31/98),
  4.90%, Due 1/04/99 (Repurchase proceeds
  $314,471,119); Collateralized by: $1,036,549
  Resolution Funding Corporation
  Principal Strips, Zero%, Due
  7/15/20 - 10/15/19 (Market
  Value $309,161,226); $11,150,000
  FHLMC Notes, 6.85%, Due 3/04/08
  (Market Value $11,428,056) (e)               314,300,000  314,300,000

UNITED STATES GOVERNMENT ISSUES 0.1%
United States Treasury Bills, Due 4/01/99 (c)    1,210,000    1,197,368
                                                            
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (COST $317,465,866)            317,466,068
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (COST 
  $1,581,553,184) 99.4%                                   2,024,319,472
Other Assets and Liabilities, Net 0.6%                       13,607,075
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                        $2,037,926,547
================================================================================


FUTURES
- --------------------------------------------------------------------------------
                                            Underlying       Unrealized
                           Expiration      Face Amount      Appreciation
   Contracts                 Date           at Value       (Depreciation)
- --------------------------------------------------------------------------------
Purchased:
  30 Russell 2000            3/99          $ 6,378,750        $140,375
  20 S&P 500                 3/99            6,227,500         (24,250)
  60 S&P Midcap              3/99           11,752,500         431,375


WRITTEN OPTIONS ACTIVITY
- --------------------------------------------------------------------------------
                                                 Contracts         Premiums
- --------------------------------------------------------------------------------
Options outstanding at beginning of period            --         $       --
Options written during the period                  9,110          4,031,055
Options closed                                    (3,858)        (1,995,195)
Options expired                                   (5,238)        (2,028,377)
Options exercised                                    (14)            (7,483)
                                                   -----          --------- 
Options outstanding at end of period                  --         $       --
                                                   =====          =========

Closed, exercised and expired options resulted in a capital gain of $3,344,267.

================================================================================
                           STRONG SMALL CAP VALUE FUND
================================================================================
                                                  Shares or
                                                  Principal     Value
                                                    Amount    (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS 99.4%
Aerospace & Defense 1.3%
Hexcel Corporation                                  38,000   $  318,250

Airline 1.0%
Lan Chile SA                                        50,000      237,500

Auto & Truck Parts 4.3%
Jason, Inc. (b)                                     91,000      762,125
Mark IV Industries, Inc.                            20,000      260,000
                                                              ---------
                                                              1,022,125
Chemical - Specialty 1.7%
Lawter International, Inc. (g)                      35,000      406,875

Commercial Service 9.4%
R.H. Donnelley Corporation                          35,000      509,687
Romac International, Inc. (b) (g)                   25,000      556,250
SCB Computer Technology, Inc. (b)                   75,000      740,625
Vallen Corporation (b)                              23,000      460,000
                                                              ---------
                                                              2,266,562
Computer Software 9.4%
Optika, Inc. (b)                                   273,000    1,057,875
Phoenix Technologies, Ltd. (b)                     120,000    1,035,000
STB Systems, Inc. (b)                               25,000      167,187
                                                              ---------
                                                              2,260,062
Electronic Instrumentation 0.5%
IFR Systems, Inc. (b)                               25,000      115,625

Electronics - Semiconductor/Component 1.8%
Silicon Valley Group, Inc. (b)                      35,000      446,250

Engineering & Construction 2.8%
Chicago Bridge & Iron Company NV                    55,000      677,187

Finance - Miscellaneous 5.9%
Creditrust Corporation (b)                          55,500    1,415,250

Healthcare - Instrumentation 0.9%
Acuson Corporation (b)                              15,000      223,125

Healthcare - Product 5.8%
Maxxim Medical, Inc. (b)                            38,000    1,130,500
PharMerica, Inc. (b) (g)                            45,000      270,000
                                                              ---------
                                                              1,400,500
Housing 2.6%
Newmark Homes Corporation (b)                       88,000      616,000

Housing Related 0.9%
Watsco, Inc.                                        12,800      214,400

Insurance - Property & Casualty 2.9%
Chicago Title Corporation                           15,000      704,062

Machinery - Miscellaneous 1.8%
Global Industrial Technologies, Inc. (b)            40,000      427,500

Metal Products & Fabrication 0.2%
Olympic Steel, Inc. (b)                              8,000       40,000

Oil - North American Exploration & Production 5.3%
The Meridian Resource Corporation (b)              115,000      366,563
Patina Oil & Gas Corporation                       203,100      596,606
Range Resources Corporation                         95,000      326,562
                                                              ---------
                                                              1,289,731
Oil Well Equipment & Service 7.7%
Lufkin Industries, Inc.                             15,000      277,500
Matrix Service Company (b)                         110,000      522,500


                                                                              29

<PAGE>

SCHEDULES OF INVESTMENTS IN SECURITIES (continued)             December 31, 1998
- --------------------------------------------------------------------------------
================================================================================
                     STRONG SMALL CAP VALUE FUND (continued)
================================================================================
                                                  Shares or
                                                  Principal     Value
                                                    Amount    (Note 2)
- --------------------------------------------------------------------------------
Oceaneering International, Inc. (b)                 40,000  $   600,000
Pride International, Inc. (b)                       65,000      459,063
                                                              ---------
                                                              1,859,063
Paper & Forest Products 2.7%
Chesapeake Corporation                               6,000      221,250
Wausau-Mosinee Paper Corporation                    25,000      442,188
                                                                -------
                                                                663,438
Personal & Commercial Lending 5.0%
World Acceptance Corporation (b)                   187,500    1,218,750

Precious Metal/Gem/Stone 5.9%
Apex Silver Mines, Ltd. (b)                         45,000      371,250
Getchell Gold Corporation (b)                       25,000      681,250
Glamis Gold, Ltd. (b)                              202,700      380,063
                                                              ---------
                                                              1,432,563
Retail - Food Chain 2.1%
Richfood Holdings, Inc. (g)                         25,000      518,750

Retail - Specialty 10.6%
Barbeques Galore, Ltd. (b)                         193,000    1,001,188
Boise Cascade Office Products Corporation (b)(g)    30,000      405,000
Friedman's, Inc. Class A (b)                        17,500      179,375
Heilig-Meyers Company                               35,000      234,063
TBC Corporation (b)                                 75,000      534,375
Trend-Lines, Inc. Class A (b)                       50,000      193,750
                                                              ---------
                                                              2,547,751
Steel 1.4%
Bethlehem Steel Corporation (b)                     40,000      335,000

Telecommunication Equipment 3.4%
Andrew Corporation (b)                              10,000      165,000
Anicom, Inc. (b)                                    50,000      459,375
Tollgrade Communications, Inc. (b)                  10,000      192,500
                                                                -------
                                                                816,875
Trucking 2.1%
Boyd Brothers Transportation, Inc. (b)              10,000       62,500
Covenant Transport, Inc. Class A (b)                25,000      446,875
                                                                -------
                                                                509,375
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS (COST $25,228,760)                       23,982,569
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 1.1%
COMMERCIAL PAPER 1.1%
INTEREST BEARING, DUE UPON DEMAND
Pitney Bowes Credit Corporation, 5.23%            $193,200      193,200
Warner Lambert Company, 5.18%                          100          100
Wisconsin Corporate Central Credit Union, 5.30%     76,100       76,100
                                                                -------
                                                                269,400
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (COST $269,400)                    269,400
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (COST 
  $25,498,160) 100.5%                                        24,251,969
Other Assets and Liabilities, Net (0.5%)                       (114,313)
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                           $24,137,656
================================================================================

WRITTEN OPTIONS ACTIVITY
- --------------------------------------------------------------------------------
                                                 Contracts         Premiums
- --------------------------------------------------------------------------------
Options outstanding at beginning of period            --         $       --
Options written during the period                 13,437          2,107,421
Options closed                                    (9,535)        (1,605,433)
Options expired                                   (2,434)          (315,412)
Options exercised                                   (113)           (17,754)
                                                   -----         ---------- 
Options outstanding at end of period               1,355         $  168,822
                                                   =====         ==========

Closed, exercised and expired options resulted in a capital gain of $613,876.


- --------------------------------------------------------------------------------
WRITTEN OPTIONS DETAIL
- --------------------------------------------------------------------------------
                                                   Contracts
                                                  (100 shares        Value
                                                  per contract)     (Note 2)
- --------------------------------------------------------------------------------
Boise Cascade Office Products Corporation
Calls: (Strike Price is $10.00. Expiration date 
is 2/19/99.  Premium Received $12,743.)                 75         ($26,719)

Hexcel Corporation Puts: (Strike Price is $10.00.
Expiration date is 4/16/99. Premium Received $11,412.)  50          (12,188)

Lawter International, Inc. Calls: (Strike Price is 
$10.00.  Expiration date is 6/18/99. Premium Received 
$10,950.)                                              100          (18,125)

PharMerica, Inc.
Calls: (Strike Price is $5.00. Expiration date is 
3/19/99.  Premium Received $12,036.)                   150          (29,063)
Calls: (Strike Price is $7.50. Expiration date is 
3/19/99.  Premium Received $22,199.)                   300          (26,250)
Puts: (Strike Price is $5.00. Expiration date is
3/19/99.  Premium Received $22,986.)                   150           (9,845)

Phoenix Technologies, Ltd.
Puts: (Strike Price is $7.50. Expiration date is 
1/15/99.  Premium Received $8,025.)                    100           (1,563)
Puts: (Strike Price is $7.50. Expiration date is 
2/19/99.  Premium Received $13,125.)                   150           (6,095)

Pride International, Inc.
Puts: (Strike Price is $7.50. Expiration date is 
1/15/99.  Premium Received $8,760.)                     80           (5,500)

Richfood Holdings, Inc.
Calls: (Strike Price is $20.00. Expiration date is 
5/21/99.  Premium Received $7,350.)                     50          (13,438)

Romac International, Inc.
Calls: (Strike Price is $17.50. Expiration date is
1/15/99.  Premium Received $7,037.)                     50          (25,313)
Calls: (Strike Price is $20.00. Expiration date is 
6/18/99.  Premium Received $32,199.)                   100          (45,625)


30

<PAGE>

- --------------------------------------------------------------------------------
================================================================================
                          STRONG STRATEGIC GROWTH FUND
================================================================================
                                                  Shares or
                                                  Principal     Value
                                                    Amount    (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS 91.4%
Aerospace & Defense 2.7%
Kellstrom Industries, Inc. (b)                       3,300   $   94,875

Commercial Service 6.5%
Strayer Education, Inc.                              2,500       88,125
Sykes Enterprises, Inc. (b)                          4,500      137,250
                                                                -------
                                                                225,375
Computer Service 8.6%
Shared Medical Systems Corporation                   1,600       79,800
Sterling Commerce, Inc. (b)                          2,900      130,500
Tier Technologies, Inc. Class B (b)                  5,000       86,250
                                                                -------
                                                                296,550
Computer Software 15.7%
Network Associates, Inc. (b)                         1,500       99,375
Platinum Technology, Inc. (b)                        3,000       57,375
QuadraMed Corporation (b)                            5,200      106,600
Sterling Software, Inc. (b)                          3,300       89,306
Transaction Systems Architects, Inc. (b)             2,400      120,000
Zebra Technologies Corporation (b)                   2,500       71,875
                                                                -------
                                                                544,531
Finance - Miscellaneous 2.2%
BA Merchant Services, Inc. Class A (b)               3,800       76,475

Healthcare - Biomedical/Genetic 4.3%
Alkermes, Inc. (b)                                   3,000       66,562
Biogen, Inc. (b)                                     1,000       83,000
                                                                -------
                                                                149,562
Healthcare - Drug/Diversified 5.6%
Elan Corporation PLC ADR (b)                         1,500      104,344
Merck & Company, Inc.                                  600       88,612
                                                                -------
                                                                192,956
Healthcare - Medical Supply 3.0%
Wesley Jessen VisionCare, Inc. (b)                   3,700      102,675

Healthcare - Patient Care 2.5%
Covance, Inc. (b)                                    3,000       87,375

Insurance - Property & Casualty 2.6%
LandAmerica Financial Group, Inc.                    1,600       89,300

Oil - North American Exploration & Production 0.9%
Devon Energy Corporation                             1,000       30,688

Personal & Commercial Lending 7.9%
Associates First Capital Corporation                 2,600      110,175
The CIT Group, Inc.                                  3,100       98,619
Household International, Inc.                        1,600       63,400
                                                                -------
                                                                272,194
Pollution Control 2.8%
Eastern Environmental Services, Inc. (b)             3,300       97,762

Real Estate 5.8%
Apartment Investment & Management
Company Class A                                      2,000       74,375
Camden Property Trust                                2,500       65,000
Duke Realty Investments, Inc.                        2,700       62,775
                                                                -------
                                                                202,150
Retail - Drug Store 3.2%
CVS Corporation                                      2,000      110,000

Retail - Specialty 3.5%
Global Imaging Systems, Inc. (b)                     5,000      121,250

Savings & Loan 2.9%
TeleBanc Financial Corporation (b)                   3,000      102,000

Telecommunication Equipment 2.3%
World Access, Inc. (b)                               3,800       81,225

Telecommunication Service 5.9%
Global Crossing, Ltd. (b)                            2,900      130,863
STAR Telecommunications, Inc. (b)                    6,000       73,125
                                                                -------
                                                                203,988
Transportation Service 2.5%
C.H. Robinson Worldwide, Inc.                        3,400       88,188
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS (COST $2,788,253)                         3,169,119
- --------------------------------------------------------------------------------

CONVERTIBLE PREFERRED STOCKS 2.8%
Monsanto Company 6.50% Adjustable Conversion
  Rate Equity Security Units, Due 11/30/03 (b)       2,000       98,000
- --------------------------------------------------------------------------------
TOTAL CONVERTIBLE PREFERRED STOCKS (COST $80,000)                98,000
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 5.5%
COMMERCIAL PAPER 5.5%
INTEREST BEARING, DUE UPON DEMAND
American Family Financial Services, Inc., 5.17% $      100          100
Pitney Bowes Credit Corporation, 5.23%              17,100       17,100
Sara Lee Corporation, 5.23%                         14,500       14,500
Wisconsin Corporate Central Credit Union, 5.30%    156,200      156,200
                                                                -------
                                                                187,900
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (COST $187,900)                    187,900
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (COST $3,056,153)
  99.7%                                                       3,455,019
Other Assets and Liabilities, Net 0.3%                           11,509
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                            $3,466,528
================================================================================

LEGEND
- --------------------------------------------------------------------------------
(a)  Short-term  investments  include any security  which has a maturity of less
     than one year.
(b)  Non-income producing security.
(c)  All or a portion of  security  pledged  to cover  margin  requirements  for
     futures contracts.
(d)  Restricted security.
(e)  See note 2(I) of Notes to Financial Statements.
(f)  Affiliated Issuer. (See note 7 of Notes to Financial Statements.)
(g)  All or a portion  of these  securities  are held in  conjunction  with open
     written call option contracts.

Percentages are stated as a percent of net assets.

See Notes to Financial Statements.

                                                                              31

<PAGE>
<TABLE>

STATEMENTS OF ASSETS AND LIABILITIES
- ----------------------------------------------------------------------------------------------------------------------
December 31, 1998 
 
                                                                   (In Thousands, Except Per Share Amounts)
<CAPTION>

                                                             STRONG       STRONG      STRONG      STRONG       STRONG
                                                             COMMON     DISCOVERY   ENTERPRISE    GROWTH     GROWTH 20
                                                           STOCK FUND      FUND        FUND        FUND         FUND
                                                           ----------   ---------   ----------    ------     ---------
ASSETS:
  Investments in Securities, at Value
    Unaffiliated Issuers (Cost of $1,192,390, $270,722,
<S>                                                        <C>           <C>         <C>        <C>           <C>    
      $10,212, $1,199,362 and $50,240, respectively)       $1,413,745    $302,063    $11,855    $1,794,568    $67,028
    Affiliated Issuers (Cost of $10,181, $2,364, $0, $0
      and $0, respectively)                                    18,771         800         --            --         --
  Receivable for Securities Sold                                9,082      20,503        197        75,451      8,862
  Receivable for Fund Shares Sold                                  15           3         29            31         24
  Dividends and Interest Receivable                             1,232         126          5           266         18
  Other Assets                                                    109         166         24           143         15
                                                            ---------     -------     ------     ---------     ------
  Total Assets                                              1,442,954     323,661     12,110     1,870,459     75,947
LIABILITIES:
  Payable for Securities Purchased                              2,878       1,557        934        35,649      4,728
  Payable for Fund Shares Redeemed                                 50          75         --            78         --
  Accrued Operating Expenses and Other Liabilities                125          34         32            57         14
                                                            ---------    --------    -------    ----------    -------
  Total Liabilities                                             3,053       1,666        966        35,784      4,742
                                                            ---------    --------    -------    ----------    -------
NET ASSETS                                                 $1,439,901    $321,995    $11,144    $1,834,675    $71,205
                                                           ==========    ========    =======    ==========    =======
NET ASSETS CONSIST OF:
  Capital Stock (par value and paid-in capital)            $1,167,401    $299,644    $ 9,177    $1,215,495    $51,797
  Accumulated Net Investment Income (Loss)                         --        (208)        --            --         --         
  Accumulated Net Realized Gain (Loss)                         42,738      (7,656)       324        23,974      2,620
  Net Unrealized Appreciation                                 229,762      30,215      1,643       595,206     16,788
                                                           ----------    --------    -------    ----------    -------
  Net Assets                                               $1,439,901    $321,995    $11,144    $1,834,675    $71,205
                                                           ==========    ========    =======    ==========    =======

Capital Shares Outstanding (Unlimited Number Authorized)       68,366      17,941        756        78,926      4,613

NET ASSET VALUE PER SHARE                                      $21.06      $17.95     $14.74        $23.25     $15.44
                                                               ======      ======     ======        ======     ======


                                                   See Notes to Financial Statements.
32
</TABLE>

<PAGE>
<TABLE>

STATEMENTS OF ASSETS AND LIABILITIES (continued)
- ----------------------------------------------------------------------------------------------------------------
December 31, 1998 
                                                               (In Thousands, Except Per Share Amounts)
<CAPTION>

                                                        STRONG           STRONG          STRONG        STRONG
                                                        MID CAP        OPPORTUNITY      SMALL CAP     STRATEGIC
                                                         FUND             FUND         VALUE FUND    GROWTH FUND
                                                        -------        -----------     ----------    -----------
ASSETS:
  Investments in Securities, at Value
    (Cost of $15,105, $1,581,553, $25,498 
<S>                                                      <C>           <C>               <C>            <C>   
      and $3,056, respectively)                          $19,242       $2,024,319        $24,252        $3,455
  Receivable for Securities Sold                             106           27,442            207            13
  Receivable for Fund Shares Sold                             20               83              3            --
  Dividends and Interest Receivable                           16            1,244              2             3
  Other Assets                                                46              600             17            16
                                                          ------        ---------         ------         -----
  Total Assets                                            19,430        2,053,688         24,481         3,487
LIABILITIES:
  Payable for Securities Purchased                            87           15,312             98            --                
  Written Options, at Value (Premiums Received 
    of $0, $0, $169 and $0, respectively)                     --               --            220            --
  Payable for Fund Shares Redeemed                            --              267             --            --
  Accrued Operating Expenses and Other Liabilities            46              182             25            21
                                                          ------        ---------         ------         -----
  Total Liabilities                                          133           15,761            343            21
                                                          ------        ---------         ------         -----
NET ASSETS                                               $19,297       $2,037,927        $24,138        $3,466
                                                         =======       ==========        =======        ======
NET ASSETS CONSIST OF:
  Capital Stock (par value and paid-in capital)          $15,633       $1,544,995        $25,623        $3,158
  Accumulated Net Investment Income                           --               44             --            --
  Accumulated Net Realized Gain (Loss)                      (473)          49,570           (188)          (91)
  Net Unrealized Appreciation (Depreciation)               4,137          443,318         (1,297)          399
                                                         -------       ----------        -------        ------
  Net Assets                                             $19,297       $2,037,927        $24,138        $3,466
                                                         =======       ==========        =======        ======

Capital Shares Outstanding (Unlimited Number Authorized)   1,481           52,772          2,276           308

NET ASSET VALUE PER SHARE                                 $13.03           $38.62         $10.61        $11.25
                                                          ======           ======         ======        ======

                                             See Notes to Financial Statements.

                                                                                                            33
</TABLE>
<PAGE>
<TABLE>

STATEMENTS OF OPERATIONS
- -----------------------------------------------------------------------------------------------------------
For the Year Ended December 31, 1998 (Note 1)

                                                                        (In Thousands)
<CAPTION>

                                                  STRONG      STRONG      STRONG      STRONG        STRONG
                                                  COMMON     DISCOVERY  ENTERPRISE    GROWTH      GROWTH 20
                                                STOCK FUND      FUND       FUND        FUND          FUND
                                                ----------   ---------  ----------    ------      ---------

INCOME:
  Dividends--Unaffiliated (net of withholding 
    taxes of $151, $11, $0, $11 and $0, 
<S>                                              <C>          <C>         <C>       <C>            <C>    
    respectively)                                $ 10,271     $ 1,459     $   2     $  5,278       $   115
  Dividends--Affiliated                               558          --        --           --            --
  Interest--Unaffiliated                            7,361       1,703        13        4,802           376
  Interest--Affiliated                                 65          60        --           --            --
                                                   ------       -----      ----      -------        ------                
  Total Income                                     18,255       3,222        15       10,080           491
EXPENSES:
  Investment Advisory Fees                         15,453       3,426        13       16,040           572
  Custodian Fees                                      119          56         3           82            10
  Shareholder Servicing Costs                       1,939         821         3        3,403           165
  Professional Fees                                    67          24         6           45            10
  Reports to Shareholders                             312         150         5          731            32
  Federal and State Registration Fees                 106          39        10          104            54
  Other                                                79          23         1           91             3
                                                   ------       -----       ---       ------         -----
  Total Expenses Before Waivers and Absorptions    18,075       4,539        41       20,496           846
  Expense Waivers and Absorptions by Advisor           --          --       (16)          --            --
                                                   ------       -----       ---       ------         -----                  
  Expenses, Net                                    18,075       4,539        25       20,496           846
                                                   ------       -----       ---       ------         -----
NET INVESTMENT INCOME (LOSS)                          180      (1,317)      (10)     (10,416)         (355)
REALIZED AND UNREALIZED GAIN (LOSS):
  Net Realized Gain (Loss) on:
    Investments                                   130,590      32,641       372      107,392         6,232
    Futures Contracts, Options and Forward 
      Foreign Currency Contracts                   (2,285)     (4,866)      (36)      (2,485)            8
    Foreign Currencies                                 (2)         --        --           --            --
                                                  -------      ------       ---      -------         -----                     
    Net Realized Gain                             128,303      27,775       336      104,907         6,240

  Change in Unrealized Appreciation/Depreciation on:
    Investments                                   (40,263)     (4,179)    1,643      304,272        13,211
    Futures Contracts                                (186)        243        --          --             --
    Foreign Currencies                                400          --        --          --             --
                                                  -------      ------     -----      -------        ------      
    Net Change in Unrealized Appreciation
      /Depreciation                               (40,049)     (3,936)    1,643      304,272        13,211
                                                  -------      ------     -----      -------        ------
NET GAIN ON INVESTMENTS                            88,254      23,839     1,979      409,179        19,451
                                                  -------      ------     -----      -------        ------
NET INCREASE IN NET ASSETS RESULTING FROM 
  OPERATIONS                                     $ 88,434     $22,522    $1,969     $398,763       $19,096
                                                 ========     =======    ======     ========       =======
</TABLE>

                                           See Notes to Financial Statements.
34

<PAGE>
<TABLE>

STATEMENTS OF OPERATIONS (continued)
- --------------------------------------------------------------------------------------------------------------
For the Year Ended December 31, 1998 (Note 1)

                                                                             (In Thousands)
<CAPTION>

                                                        STRONG          STRONG         STRONG         STRONG                  
                                                        MID CAP      OPPORTUNITY      SMALL CAP      STRATEGIC
                                                         FUND            FUND        VALUE FUND     GROWTH FUND
                                                        -------      -----------     ----------     -----------

INCOME:
  Dividends - Unaffiliated (net of withholding 
<S>                                                    <C>            <C>              <C>             <C> 
    taxes of $0, $440, $8, and $0, respectively)       $   84         $ 16,036         $   89          $ 12
  Dividends - Affiliated                                   --              504             --            --
  Interest                                                 74           11,123             75            11
                                                           --           ------             --            --
  Total Income                                            158           27,663            164            23
EXPENSES:
  Investment Advisory Fees                                197           20,313            178            16
  Custodian Fees                                            8              147             19             3
  Shareholder Servicing Costs                              65            3,305             67             6
  Professional Fees                                        12               82              8             6
  Federal and State Registration Fees                      28               69             46            22
  Other                                                    20              658             15             2
                                                           --              ---             --             -
  Total Expenses Before Waivers and Absorptions           330           24,574            333            55
  Expense Waivers and Absorptions by Advisor               --               --             --           (23)
                                                          ---           ------            ---           --- 
  Expenses, Net                                           330           24,574            333            32
                                                          ---           ------            ---            --
NET INVESTMENT INCOME (LOSS)                             (172)           3,089           (169)           (9)

REALIZED AND UNREALIZED GAIN (LOSS):
  Net Realized Gain (Loss) on:
    Investments                                            22          210,645           (802)          (91)
    Options                                                --            3,336            614            --
    Foreign Currencies                                     --              (10)            --            --
                                                           --          -------            ---            --  
    Net Realized Gain (Loss)                               22          213,971           (188)          (91)
  Change in Unrealized Appreciation/Depreciation on:
    Investments                                         1,987           60,298         (1,246)          399
    Futures Contracts and Options                          --              548            (51)           --
    Foreign Currencies                                     --              429             --            --
                                                        -----           ------          -----           ---        
    Net Change in Unrealized Appreciation/Depreciation  1,987           61,275         (1,297)          399
                                                        -----           ------         ------           ---
NET GAIN (LOSS) ON INVESTMENTS                          2,009          275,246         (1,485)          308
                                                        -----          -------         ------           ---
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS                            $1,837         $278,335        ($1,654)         $299
                                                       ======         ========        =======          ====

                                              See Notes to Financial Statements.

                                                                                                         35
</TABLE>
<PAGE>
<TABLE>

STATEMENTS OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                              (In Thousands)
<CAPTION>

                                                                         STRONG COMMON STOCK FUND          STRONG DISCOVERY FUND
                                                                      ------------------------------    ----------------------------
                                                                       Year Ended       Year Ended       Year Ended     Year Ended
                                                                      Dec. 31, 1998    Dec. 31, 1997    Dec. 31, 1998  Dec. 31, 1997
                                                                      -------------    -------------    -------------  -------------
                                           
OPERATIONS:
<S>                                                                   <C>               <C>               <C>             <C>       
  Net Investment Income (Loss)                                        $       180       $       556       ($  1,317)      ($  3,494)
  Net Realized Gain                                                       128,303           222,693          27,775          36,232
  Net Change in Unrealized Appreciation/Depreciation                      (40,049)           73,870          (3,936)          7,034
                                                                          -------            ------          ------           -----
  Net Increase in Net Assets Resulting from Operations                     88,434           297,119          22,522          39,772
DISTRIBUTIONS:
  From Net Investment Income                                                 --                (556)           --              --
  In Excess of Net Investment Income                                         --              (1,918)           --              --
  From Net Realized Gains                                                 (86,285)         (246,268)         (4,244)        (36,232)
  In Excess of Net Realized Gains                                            --                --              --            (7,422)
                                                                           ------           -------           -----          ------ 
  Total Distributions                                                     (86,285)         (248,742)         (4,244)        (43,654)
CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                                               254,809           294,151         247,185         300,976
  Proceeds from Reinvestment of Distributions                              83,552           242,397           4,134          42,767
  Payment for Shares Redeemed                                            (465,436)         (263,744)       (330,613)       (470,643)
                                                                         --------          --------        --------        -------- 
  Net Increase (Decrease) in Net Assets from Capital
    Share Transactions                                                   (127,075)          272,804         (79,294)       (126,900)
                                                                         --------           -------         -------        -------- 
TOTAL INCREASE (DECREASE) IN NET ASSETS                                  (124,926)          321,181         (61,016)       (130,782)
NET ASSETS:
  Beginning of Year                                                     1,564,827         1,243,646         383,011         513,793
                                                                        ---------         ---------         -------         -------
  End of Year                                                         $ 1,439,901       $ 1,564,827       $ 321,995       $ 383,011
                                                                      ===========       ===========       =========       =========
TRANSACTIONS IN SHARES OF THE FUND:
  Sold                                                                     11,860            13,002          14,251          16,361
  Issued in Reinvestment of Distributions                                   4,039            11,819             235           2,569
  Redeemed                                                                (21,988)          (11,814)        (19,075)        (25,839)
                                                                          -------           -------         -------         ------- 
  Net Increase (Decrease) in Shares of the Fund                            (6,089)           13,007          (4,589)         (6,909)
                                                                           ======            ======          ======          ====== 


36

                                                            See Notes to Financial Statements.
</TABLE>
<PAGE>
<TABLE>

STATEMENTS OF CHANGES IN NET ASSETS (continued)
- --------------------------------------------------------------------------------------------------------

                                                                       (In Thousands)
<CAPTION>

                                                   STRONG ENTERPRISE FUND        STRONG GROWTH FUND
                                                   ----------------------  -------------------------------
                                                         Year Ended         Year Ended        Year Ended
                                                        Dec. 31, 1998      Dec. 31, 1998     Dec. 31, 1997
                                                        -------------      -------------     -------------
                                                          (Note 1)
OPERATIONS:                
<S>                                                      <C>               <C>              <C>         
  Net Investment Loss                                    ($    10)         ($   10,416)     ($    7,215)
  Net Realized Gain                                           336              104,907          184,678
  Net Change in Unrealized Appreciation/Depreciation        1,643              304,272           80,535
                                                            -----              -------           ------
  Net Increase in Net Assets Resulting from Operations      1,969              398,763          257,998
DISTRIBUTIONS:
  In Excess of Net Investment Income                           --                   --              (92)
  From Net Realized Gains                                      (2)                 (37)        (201,884)
  In Excess of Net Realized Gains                              --                   --          (60,918)
                                                              ---                  ---          ------- 
  Total Distributions                                          (2)                 (37)        (262,894)
CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                                10,984              379,839          568,912
  Proceeds from Reinvestment of Distributions                   2                   36          257,296
  Payment for Shares Redeemed                              (1,809)            (602,747)        (532,345)
  Net Proceeds from Acquisition (Note 8)                       --               61,697               --
                                                            -----              -------          -------       
  Net Increase (Decrease) in Net Assets
    from Capital Share Transactions                         9,177             (161,175)         293,863
                                                            -----             --------          -------
TOTAL INCREASE IN NET ASSETS                               11,144              237,551          288,967
NET ASSETS:
  Beginning of Year                                            --            1,597,124        1,308,157
                                                         --------            ---------        ---------
  End of Year                                            $ 11,144          $ 1,834,675      $ 1,597,124
                                                         ========          ===========      ===========
TRANSACTIONS IN SHARES OF THE FUND:
  Sold                                                        897               19,329           29,336
  Issued to Effect Acquisition (Note 8)                        --                3,292               --
  Issued in Reinvestment of Distributions                      --                    2           14,529
  Redeemed                                                   (141)             (30,918)         (27,349) 
                                                             ----              -------          -------  
  Net Increase (Decrease) in Shares of the Fund               756               (8,295)          16,516
                                                              ===               ======           ======
</TABLE>
<TABLE>
<CAPTION>


                                                         STRONG GROWTH 20 FUND           STRONG MID CAP FUND
                                                      ----------------------------   ----------------------------
                                                       Year Ended     Year Ended      Year Ended     Year Ended
                                                      Dec. 31, 1998  Dec. 31, 1997   Dec. 31, 1998  Dec. 31, 1997
                                                      -------------  -------------   -------------  -------------
                                                                       (Note 1) 
OPERATIONS:
<S>                                                      <C>         <C>                <C>         <C>      
  Net Investment Loss                                    ($   355)   ($    68)          ($   172)   ($   125)
  Net Realized Gain (Loss)                                  6,240      (2,826)                22        (466)
  Net Change in Unrealized Appreciation/Depreciation       13,211       3,577              1,987       2,149
                                                           ------       -----              -----       -----
  Net Increase in Net Assets Resulting from Operations     19,096         683              1,837       1,558
DISTRIBUTIONS:
  In Excess of Net Investment Income                           (1)       (370)                --          (6)
CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                                39,531      77,081             23,567      32,746
  Proceeds from Reinvestment of Distributions                   1         364                 --           6
  Payment for Shares Redeemed                             (47,100)    (18,080)           (21,772)    (18,639)
                                                          -------     -------            -------     ------- 
  Net Increase (Decrease) in Net Assets
    from Capital Share Transactions                        (7,568)     59,365              1,795      14,113
                                                           ------      ------              -----      ------
TOTAL INCREASE IN NET ASSETS                               11,527      59,678              3,632      15,665
NET ASSETS:
  Beginning of Year                                        59,678          --             15,665          --
                                                           ------      ------            -------     -------          
  End of Year                                             $71,205     $59,678           $ 19,297    $ 15,665
                                                          =======     =======           ========    ========
TRANSACTIONS IN SHARES OF THE FUND:
  Sold                                                      3,204       6,862              1,888       3,136
  Issued in Reinvestment of Distributions                      --          33                 --           1
  Redeemed                                                 (3,869)     (1,618)            (1,760)     (1,760) 
                                                           ------      ------             ------      ------  
  Net Increase (Decrease) in Shares of the Fund              (665)      5,277                104       1,377
                                                             ====       =====                ===       =====

                                                                                                          37
                                              See Notes to Financial Statements.
</TABLE>

<PAGE>
<TABLE>

STATEMENTS OF CHANGES IN NET ASSETS (continued)
- ------------------------------------------------------------------------------------------------------------------
                                    
                                                                                        (In Thousands)
<CAPTION>

                                                                                                  STRONG SMALL CAP
                                                                      STRONG OPPORTUNITY FUND        VALUE FUND 
                                                                   ------------------------------ ---------------- 
                                                                    Year Ended       Year Ended      Year Ended
                                                                   Dec. 31, 1998    Dec. 31, 1997   Dec. 31, 1998
                                                                   -------------    -------------   -------------
                                                                                                       (Note 1)
OPERATIONS:
<S>                                                                 <C>            <C>                 <C>     
  Net Investment Income (Loss)                                      $     3,089    $     4,721         ($  169)
  Net Realized Gain (Loss)                                              213,971        288,375            (188)
  Net Change in Unrealized Appreciation/Depreciation                     61,275         83,844          (1,297)
                                                                         ------         ------          ------ 
  Net Increase (Decrease) in Net Assets Resulting from Operations       278,335        376,940          (1,654)
DISTRIBUTIONS:
  From Net Investment Income                                             (2,486)        (4,721)             --
  In Excess of Net Investment Income                                       --              (93)             --
  From Net Realized Gains                                              (220,319)      (261,981)             --
                                                                       --------       --------            ----
  Total Distributions                                                  (222,805)      (266,795)             --
CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                                             348,997        337,611          60,317
  Proceeds from Reinvestment of Distributions                           217,297        260,936              --
  Payment for Shares Redeemed                                          (508,783)      (553,376)        (34,525)
                                                                       --------       --------         ------- 
  Net Increase in Net Assets from Capital Share Transactions             57,511         45,171          25,792
                                                                         ------         ------          ------
TOTAL INCREASE IN NET ASSETS                                            113,041        155,316          24,138
NET ASSETS:
  Beginning of Year                                                   1,924,886      1,769,570              --
                                                                      ---------      ---------         -------
  End of Year                                                       $ 2,037,927    $ 1,924,886        $ 24,138
                                                                    ===========    ===========        ========

TRANSACTIONS IN SHARES OF THE FUND:
  Sold                                                                    8,778          8,874           5,453
  Issued in Reinvestment of Distributions                                 5,578          7,155              --
  Redeemed                                                              (13,034)       (14,759)         (3,177)
                                                                        -------        -------          ------ 
  Net Increase in Shares of the Fund                                      1,322          1,270           2,276
                                                                          =====          =====           =====

</TABLE>

                                                   STRONG STRATEGIC GROWTH FUND
                                                   ----------------------------
                                                             Year Ended
                                                            Dec. 31, 1998
                                                            -------------
                                                              (Note 1)
OPERATIONS:
  Net Investment Loss                                          ($    9)
  Net Realized Loss                                                (91)
  Net Change in Unrealized Appreciation/Depreciation               399
                                                                   ---
  Net Increase in Net Assets Resulting from Operations             299
DISTRIBUTIONS FROM NET INVESTMENT INCOME                            --
CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                                      5,323
  Payment for Shares Redeemed                                   (2,156)
                                                                ------ 
  Net Increase in Net Assets from Capital Share Transactions     3,167
                                                                 -----
TOTAL INCREASE IN NET ASSETS                                     3,466
NET ASSETS:
  Beginning of Year                                                 --
                                                               -------
  End of Year                                                  $ 3,466
                                                               =======
TRANSACTIONS IN SHARES OF THE FUND:
  Sold                                                             528
  Redeemed                                                        (220)
                                                                  ---- 
  Net Increase in Shares of the Fund                               308
                                                                   ===


                       See Notes to Financial Statements.

38
<PAGE>

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
December 31, 1998 

1.   ORGANIZATION
     The accompanying  financial  statements  represent the Strong Growth Funds,
     which include the following  diversified,  open-end  management  investment
     companies registered under the Investment Company Act of 1940:        
       -Strong Common Stock Fund, Inc.
       -Strong Discovery Fund, Inc.
       -Strong Enterprise Fund (a series of Strong Equity Funds, Inc.)
       -Strong Growth Fund (a series of Strong Equity Funds, Inc.)
       -Strong Growth 20 Fund (a series of Strong Equity Funds, Inc.)
       -Strong Mid Cap Fund (a series of Strong Equity Funds, Inc.)
       -Strong Opportunity Fund, Inc.
       -Strong Small Cap Value Fund (a series of Strong Equity Funds, Inc.)
       -Strong Strategic Growth Fund (a series of Strong Equity Funds, Inc.)
     Strong Growth 20 Fund  commenced  operations on July 1, 1997.  Strong Small
     Cap Value Fund commenced  operations on January 2, 1998.  Strong  Strategic
     Growth Fund commenced  operations on July 1, 1998.  Strong  Enterprise Fund
     commmenced operations on October 1, 1998.

2.   SIGNIFICANT ACCOUNTING POLICIES
     The following is a summary of significant  accounting  policies followed by
     the Funds in the preparation of their financial statements.
     (A)  Security  Valuation  --  Portfolio  securities  traded  primarily on a
          principal  securities  exchange are valued at the last reported  sales
          price or the mean of the  latest  bid and asked  prices  where no last
          sales  price is  available.  Securities  traded  over-the-counter  are
          valued  at the mean of the  latest  bid and  asked  prices or the last
          reported  sales  price.  Debt  securities  not  traded on a  principal
          securities  exchange are valued  through  valuations  obtained  from a
          commercial  pricing  service,  otherwise  sale or bid prices are used.
          Securities for which market  quotations are not readily  available are
          valued at fair value as  determined  in good faith under  consistently
          applied procedures established by and under the general supervision of
          the Board of Directors.  Securities which are purchased within 60 days
          of  their  stated  maturity  are  valued  at  amortized  cost,   which
          approximates fair value.

          The Funds may own certain  investment  securities which are restricted
          as  to  resale.   These   securities   are  valued  after  giving  due
          consideration  to pertinent  factors  including  recent private sales,
          market conditions and the issuer's  financial  performance.  The Funds
          generally bear the costs,  if any,  associated with the disposition of
          restricted  securities.   Aggregate  cost  and  fair  value  of  these
          restricted  securities  held at  December  31,  1998 were as  follows:
          
                                           Aggregate    Aggregate     Percent of
                                              Cost      Fair Value    Net Assets
                                           ---------    ----------    ----------
               Strong Common Stock Fund   $13,000,000   $11,570,000      0.8%
               Strong Discovery Fund          632,546       252,674      0.1%

     (B)  Federal Income and Excise Taxes and  Distributions  to Shareholders --
          The Funds  intend  to comply  with the  requirements  of the  Internal
          Revenue Code  applicable  to  regulated  investment  companies  and to
          distribute   substantially  all  of  their  taxable  income  to  their
          shareholders  in a manner  which  results in no tax cost to the Funds.
          Therefore, no federal income or excise tax provision is required.

          The  character  of  distributions   made  during  the  year  from  net
          investment   income  or  net  realized   gains  may  differ  from  the
          characterization for federal income tax purposes due to differences in
          the  recognition  of income and expense items for financial  statement
          and tax purposes.  Where  appropriate,  reclassifications  between net
          asset  accounts are made for such  differences  that are  permanent in
          nature.

     (C)  Realized  Gains and  Losses  on  Investment  Transactions  -- Gains or
          losses realized on investment transactions are determined by comparing
          the  identified  cost of the  security  lot sold  with  the net  sales
          proceeds.

     (D)  Certain   Investment  Risks  --  The  Funds  may  utilize   derivative
          instruments  including  options,  futures and other  instruments  with
          similar  characteristics  to the extent that they are consistent  with
          the Funds' investment objectives and limitations.  The Funds intend to
          use such  derivative  instruments  primarily  to hedge or protect from
          adverse  movements in securities  prices or interest rates. The use of
          these  instruments  may  involve  risks  such  as the  possibility  of
          illiquid  markets or  imperfect  correlation  between the value of the
          instruments and the underlying  securities,  or that the  counterparty
          will fail to perform its obligations.

          Foreign  denominated assets and forward currency contracts may involve
          greater  risks  than  domestic   transactions,   including   currency,
          political and economic, regulatory and market risks.

                                                                              39

<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
- --------------------------------------------------------------------------------
December 31, 1998 


     (E)  Futures -- Upon entering into a futures contract,  the Funds pledge to
          the broker cash or other  investments  equal to the  minimum  "initial
          margin"  requirements of the exchange.  Additional  securities held by
          the Fund may be designated  as  collateral on open futures  contracts.
          The Funds  also  receive  from or pay to the  broker an amount of cash
          equal to the  daily  fluctuation  in the value of the  contract.  Such
          receipts or payments are known as "variation  margin" and are recorded
          as unrealized gains or losses.  When the futures contract is closed, a
          realized gain or loss is recorded equal to the difference  between the
          value of the  contract  at the time it was opened and the value at the
          time it was closed.

     (F)  Options -- The Funds may write put or call options.  Premiums received
          by the Funds upon writing put or call options are recorded as an asset
          with a corresponding  liability which is subsequently  adjusted to the
          current  market  value  of the  option.  When an  option  expires,  is
          exercised,  or is closed,  the Funds  realize a gain or loss,  and the
          liability  is  eliminated.  The  Funds  continue  to bear  the risk of
          adverse  movements  in the price of the  underlying  asset  during the
          period of the option,  although any  potential  loss during the period
          would be reduced by the amount of the option premium received.

     (G)  Foreign Currency Translation -- Investment securities and other assets
          and  liabilities   initially   expressed  in  foreign  currencies  are
          converted to U.S. dollars based upon current exchange rates. Purchases
          and sales of foreign investment securities and income are converted to
          U.S.  dollars based upon  currency  exchange  rates  prevailing on the
          respective  dates of such  transactions.  The  effect  of  changes  in
          foreign  exchange rates on realized and  unrealized  security gains or
          losses is reflected as a component of such gains or losses.

     (H)  Forward  Foreign  Currency  Exchange   Contracts  --  Forward  foreign
          currency  exchange  contracts  are valued at the forward  rate and are
          marked-to-market  daily.  The change in market value is recorded as an
          unrealized gain or loss. When the contract is closed, the Funds record
          an exchange gain or loss equal to the difference  between the value of
          the  contract  at the time it was  opened and the value at the time it
          was closed.

     (I)  Repurchase   Agreements  --  The  Funds  may  enter  into   repurchase
          agreements  with  institutions  that the  Funds'  investment  advisor,
          Strong Capital  Management,  Inc. ("the Advisor"),  has determined are
          creditworthy  pursuant to criteria  adopted by the Board of Directors.
          Each repurchase  agreement is recorded at cost. The Funds require that
          the collateral,  represented by securities  (primarily U.S. Government
          securities),  purchased in a repurchase transaction be maintained in a
          segregated  account with a custodian  bank in a manner  sufficient  to
          enable the Funds to obtain those  securities in the event of a default
          of the repurchase  agreement.  On a daily basis,  the Advisor monitors
          each  repurchase  agreement  to ensure  the  value of the  collateral,
          including accrued  interest,  is at least equal to the amounts owed to
          the Funds under each repurchase agreement.

     (J)  Use of  Estimates  --  The  preparation  of  financial  statements  in
          conformity  with generally  accepted  accounting  principles  requires
          management to make estimates and assumptions  that affect the reported
          amounts in these  financial  statements.  Actual  results could differ
          from those estimates.

     (K)  Other -- Investment security transactions are recorded as of the trade
          date.  Dividend income and  distributions to shareholders are recorded
          on the  ex-dividend  date.  Interest income is recorded on the accrual
          basis and includes amortization of premiums and discounts.

3.   RELATED PARTY TRANSACTIONS
     The  Advisor,  with whom certain  officers  and  directors of the Funds are
     affiliated,   provides   investment   advisory   services  and  shareholder
     recordkeeping and related services to the Funds.  Investment advisory fees,
     which are  established  by terms of the Advisory  Agreements,  are based on
     annualized  rates of 1.00% of the  average  daily net  assets of the Funds.
     Based on the  terms of the  Advisory  Agreements,  advisory  fees and other
     expenses  will be waived by the  Advisor if the Fund's  operating  expenses
     exceed 2% of the average  daily net assets of the Fund.  In  addition,  the
     Fund's Advisor may  voluntarily  waive or absorb certain  expenses at their
     discretion.  During  1998,  the Advisor  involuntarily  waived  expenses of
     $15,769  and $22,674 for the Strong  Enterprise  Fund and Strong  Strategic
     Growth Fund,  respectively.  Shareholder  recordkeeping and related service
     fees are based on contractually  established rates for each open and closed
     shareholder  account. The Advisor is compensated for certain other services
     related to costs incurred for reports to shareholders.

     The Funds may invest cash  reserves in money  market  funds  sponsored  and
     managed by the Advisor,  subject to certain limitations.  The terms of such
     transactions are identical to those of non-related entities except that, to
     avoid  duplicate  investment  advisory  fees,  advisory  fees of each  Fund
     invested  in such money  market  funds are  reduced  by an amount  equal to
     advisory fees paid to the Advisor under its investment  advisory  agreement
     with the money market funds.

40
<PAGE>

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

Certain information regarding related party transactions,  excluding the effects
of waivers and  reimbursements,  for the year ended  December  31,  1998,  is as
follows:

                                                  Shareholder
                                Payable to    Servicing and Other  Unaffiliated
                                Advisor at         Expenses         Directors'
                            December 31, 1998   Paid to Advisor        Fees
                            ----------------- -------------------  ------------

STRONG COMMON STOCK FUND           $ 80,055       $2,082,624         $16,686
STRONG DISCOVERY FUND                20,141          917,041           5,217
STRONG ENTERPRISE FUND                  113            2,144              --
STRONG GROWTH FUND                   25,292        3,615,965          17,000
STRONG GROWTH 20 FUND                 4,901          161,172           1,500
STRONG MID CAP FUND                  33,858           64,378           1,500
STRONG OPPORTUNITY FUND             130,837        3,475,911          20,181
STRONG SMALL CAP VALUE FUND          15,036           64,337           1,500
STRONG STRATEGIC GROWTH FUND            147            5,125             400

4.   LINE OF CREDIT
     The Strong Funds have established a line of credit  agreement  ("LOC") with
     certain  financial  institutions  to be used  for  temporary  or  emergency
     purposes,  primarily for financing redemption payments. Combined borrowings
     among all  participating  Strong Funds are subject to a $350 million cap on
     the total line of credit.  For individual  Funds,  borrowings under the LOC
     are limited to either the lesser of 15% of the market value of total assets
     or any explicit borrowing limits in the Funds' prospectus. Borrowings under
     the LOC bear interest  based on  prevailing  market rates as defined in the
     LOC. A commitment  fee of .07% per annum is incurred on the unused  portion
     of the line of credit and is allocated to all  participating  Strong Funds.
     At December 31, 1998,  there were no  borrowings  by the Funds  outstanding
     under the LOC.

5.   INVESTMENT TRANSACTIONS
     The aggregate  purchases and sales of long-term  securities during the year
     ended December 31, 1998, were as follows:

                                            Purchases              Sales
                                          --------------       --------------
         STRONG COMMON STOCK FUND         $1,438,727,856       $1,674,467,768
         STRONG DISCOVERY FUND               572,398,858          652,490,956
         STRONG ENTERPRISE FUND               14,130,074            5,594,274
         STRONG GROWTH FUND                3,729,966,751        3,929,651,478
         STRONG GROWTH 20 FUND               270,578,063          279,797,865
         STRONG MID CAP FUND                  38,192,348           36,951,621
         STRONG OPPORTUNITY FUND           1,534,101,593        1,823,580,126
         STRONG SMALL CAP VALUE FUND          47,269,590           21,226,046
         STRONG STRATEGIC GROWTH FUND          4,698,010            1,738,388


6.   INCOME TAX INFORMATION
     At December 31, 1998, the investment cost,  gross  unrealized  appreciation
     and  depreciation on investments  and capital loss carryovers  (expiring in
     varying  amounts  through  2007) for federal  income tax  purposes  were as
     follows:

<TABLE>
<CAPTION>
                                                                                      Net
                               Federal Tax      Unrealized       Unrealized       Appreciation/  Net Capital Loss
                                   Cost        Appreciation     Depreciation     (Depreciation)     Carryovers
                              --------------   ------------     ------------     --------------  ----------------
<S>                           <C>              <C>              <C>               <C>              <C>        
STRONG COMMON STOCK FUND      $1,208,546,847   $358,264,595     $134,295,869      $223,968,726     $        --
STRONG DISCOVERY FUND            276,517,391     51,969,030       25,623,144        26,345,886              --
STRONG ENTERPRISE FUND            10,256,990      1,723,318          124,725         1,598,593              --
STRONG GROWTH FUND             1,227,316,604    567,924,368          673,084       567,251,284      15,174,979        
STRONG GROWTH 20 FUND             50,645,787     16,446,719           64,919        16,381,800              --
STRONG MID CAP FUND               15,060,383      4,659,075          477,305         4,181,770         517,673
STRONG OPPORTUNITY FUND        1,591,433,116    532,789,858       99,903,502       432,886,356              --
STRONG SMALL CAP VALUE FUND       25,612,290      3,017,389        4,377,710        (1,360,321)        131,504
STRONG STRATEGIC GROWTH FUND       3,079,144        576,951          201,076           375,875          68,378
</TABLE>


                                                                              41

NOTES TO FINANCIAL STATEMENTS (continued)
- --------------------------------------------------------------------------------
December 31, 1998


     During the year ended  December  31,  1998,  the Funds paid  capital  gains
     distributions  (taxable  as long  term  gains  at 20%) to  shareholders  as
     follows  (unaudited):  Strong Common Stock Fund $0, Strong  Discovery  Fund
     $4,244,403, Strong Enterprise Fund $0, Strong Growth Fund $0, Strong Growth
     20 Fund $0, Strong Mid Cap Fund $0, Strong  Opportunity Fund  $211,220,874,
     Strong Small Cap Value Fund $0, and Strong Strategic Growth Fund $0.

     For corporate shareholders in the Funds, the percentages of dividend income
     distributed  for the year ended  December 31, 1998 which is  designated  as
     qualifying for the dividends-received deduction are as follows (unaudited):
     Strong  Common  Stock  Fund  0.0%,   Strong  Discovery  Fund  0.0%,  Strong
     Enterprise  Fund  0.0%,  Strong  Growth  Fund 0.0%,  Strong  Growth 20 Fund
     100.0%,  Strong Mid Cap Fund 0.0%, Strong  Opportunity Fund 100.0%,  Strong
     Small Cap Value Fund 0.0%, and Strong Strategic Growth Fund 0.0%.


7.   INVESTMENTS IN AFFILIATES
     Affiliated  issuers,  as defined under the Investment  Company Act of 1940,
     include  those in which the Fund's  holdings of an issuer  represent  5% or
     more of the  outstanding  voting  securities  of the issuer,  and any other
     Strong Fund. A summary of  transactions  in the securities of these issuers
     during the year ended December 31, 1998 is as follows:
<TABLE>
<CAPTION>

                             Balance of                                   Balance of                Dividend/Interest
                            Shares or Par     Gross        Gross Sales   Shares or Par     Value         Income         Realized
                             Value Held     Purchases           and       Value Held      Dec. 31,  Jan. 1 - Dec. 31,  Gain/(Loss)
                            Jan. 1, 1998  and Additions     Reductions   Dec. 31, 1998      1998          1998           on Sale
                            ------------- -------------    -----------   -------------    --------  -----------------  -----------


STRONG COMMON STOCK FUND
- ------------------------
<S>                           <C>           <C>              <C>            <C>         <C>            <C>             <C>       
IHOP Corporation                 492,000           --           (22,000)    470,000     $18,770,625          --        $  367,694
Musicland Group, Inc. Senior
   Subordinated Notes          1,000,000           --        (1,000,000)         --              --    $ 64,723           213,077
Musicland Stores Corporation   1,900,000           --        (1,900,000)         --              --          --         9,756,342
Strong Institutional
   Money Fund                 36,000,000           --       (36,000,000)         --              --     549,783                --
Strong Investors Money Fund           --    1,000,000        (1,000,000)         --              --       7,931                --

STRONG DISCOVERY FUND
- ---------------------
Cohr, Inc.                       183,100      329,600          (512,700)         --              --          --        (4,909,301)
Halsey Drug Company, Inc.
   Common Stock                  694,220        7,435          (303,600)    398,055         547,326          --        (1,206,261)
Halsey Drug Company, Inc.
   Restricted Common Stock         2,820       13,845            (2,820)     13,845          17,140          --                --
Halsey Drug Company, Inc.
   Convertible  Bonds            600,000           --                --     600,000         228,462      60,000                --
Halsey Drug Company, Inc.
   Warrants                       21,429           --                --      21,429           7,072          --                --

STRONG OPPORTUNITY FUND
- -----------------------

Strong Institutional
   Money Fund                 30,600,000           --       (30,600,000)         --             --      497,917                --
Strong Investors Money Fund           --    1,000,000        (1,000,000)         --             --        5,721                --
</TABLE>

8.   ACQUISITION INFORMATION
     Effective  October 30, 1998,  the Strong  Growth Fund  acquired,  through a
     non-taxable exchange,  substantially all the net assets of Strong Small Cap
     Fund.  Strong Growth Fund issued  3,292,272  shares (valued at $61,697,184)
     for the 6,353,984  shares of Strong Small Cap Fund  outstanding  at October
     30, 1998.  The net assets of  $61,697,184 of Strong Small Cap Fund included
     net unrealized depreciation on investments of $6,038,997, undistributed net
     investment  losses  of  $1,076,450,  accumulated  realized  net  losses  of
     $12,771,247 and capital loss carryovers of $15,711,933  which were combined
     with those of Strong Growth Fund. The Strong Growth Fund utilized  $536,954
     of these  capital  loss  carryforwards  in 1998.  The  Strong  Growth  Fund
     Statement  of  Operations  for the year ended  December  31,  1998 does not
     include the preacquisition activity of Strong Small Cap Fund.

42
<PAGE>

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

9.   SPECIAL MEETING OF SHAREHOLDERS
     A special meeting of the  shareholders of Strong Small Cap Fund was held on
     October 29, 1998 in Menomonee Falls, Wisconsin. Shareholders elected to (1)
     approve an Agreement and Plan of  Reorganization  on behalf of Strong Small
     Cap Fund and  Strong  Growth  Fund,  and (2)  approve an  amendment  to the
     Articles  of  Incorporation  of Strong  Equity  Funds,  Inc. to reflect the
     reorganization. Results of the shareholder vote, calculated as a percentage
     of total shares voted (5,825,835), are as follows:

PROPOSALS                           AFFIRMATIVE       WITHHOLD       ABSTAIN 
- ---------                           -----------       --------       ------- 
1   Approve Agreement and
    Plan of Reorganization            92.16%            3.11%          4.73%
2A  Approve cancellation and
    conversion of Small Cap
    Fund shares                       92.47%            2.77%          4.76%
2B  Approve elimination of fund
    within series                     92.47%            2.77%          4.76%

                                                                              43


<PAGE>
<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------------------------------------------------------
STRONG COMMON STOCK FUND
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                            Year Ended
                                                            ------------------------------------------------------------------------
SELECTED PER-SHARE DATA(a)                                      1998             1997          1996          1995         1994
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>              <C>           <C>           <C>          <C>   
Net Asset Value, Beginning of Period                           $21.02           $20.24        $19.77        $16.74       $17.94
Income From Investment Operations
  Net Investment Income                                          0.00(b)          0.01          0.06          0.11         0.04
  Net Realized and Unrealized Gains (Losses) on Investments      1.36             4.67          3.87          5.25        (0.13)
- ------------------------------------------------------------------------------------------------------------------------------------
  Total from Investment Operations                               1.36             4.68          3.93          5.36        (0.09)
Less Distributions
  From Net Investment Income                                       --            (0.01)        (0.06)        (0.10)       (0.04)
  In Excess of Net Investment Income                               --            (0.03)        (0.05)        (0.02)          --
  From Net Realized Gains                                       (1.32)           (3.86)        (3.35)        (2.21)       (1.07)
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Distributions                                           (1.32)           (3.90)        (3.46)        (2.33)       (1.11)
- ------------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period                                 $21.06           $21.02        $20.24        $19.77       $16.74
====================================================================================================================================

RATIOS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Return                                                  +6.6%           +24.0%        +20.5%        +32.4%        -0.5%
  Net Assets, End of Period (In Millions)                      $1,440           $1,565        $1,244        $1,061         $790
  Ratio of Expenses to Average Net Assets                        1.2%             1.2%          1.2%          1.2%         1.3%
  Ratio of Net Investment Income to Average Net Assets           0.0%(b)          0.0%(b)       0.3%          0.5%         0.3%
  Portfolio Turnover Rate                                      102.6%           117.3%         90.9%         91.5%        83.0%

</TABLE>

(a)  Information  presented  relates  to a share  of  capital  stock of the Fund
     outstanding for the entire period.
(b)  Amount calculated is less than $0.01 or 0.1%.


<TABLE>
<CAPTION>


STRONG DISCOVERY FUND
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                              Year Ended
                                                                  ------------------------------------------------------------------
SELECTED PER-SHARE DATA(a)                                             1998         1997         1996         1995         1994
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>          <C>          <C>          <C>          <C>   
Net Asset Value, Beginning of Period                                 $17.00       $17.45       $18.96       $15.67       $18.05
Income From Investment Operations
  Net Investment Income (Loss)                                        (0.07)       (0.16)       (0.15)       (0.05)        0.16
  Net Realized and Unrealized Gains (Losses) on Investments            1.26         2.00         0.35         5.48        (1.17)
- ------------------------------------------------------------------------------------------------------------------------------------
  Total from Investment Operations                                     1.19         1.84         0.20         5.43        (1.01)
Less Distributions
  From Net Investment Income                                             --           --           --           --        (0.11)
  In Excess of Net Investment Income                                     --           --        (1.12)       (0.10)       (0.58)
  From Net Realized Gains                                             (0.24)       (1.90)       (0.59)       (2.04)       (0.68)
  In Excess of Net Realized Gains                                        --        (0.39)          --           --           --
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Distributions                                                 (0.24)       (2.29)       (1.71)       (2.14)       (1.37)
- ------------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period                                       $17.95       $17.00       $17.45       $18.96       $15.67
====================================================================================================================================

RATIOS AND SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------------------------
  Total Return                                                        +7.0%       +10.9%        +1.5%       +34.8%        -5.7%
  Net Assets, End of Period (In Millions)                              $322         $383         $514         $599         $388
  Ratio of Expenses to Average Net Assets                              1.3%         1.4%         1.4%         1.4%         1.5%
  Ratio of Net Investment Income (Loss) to Average Net Assets         (0.4%)       (0.9%)       (0.3%)       (0.4%)        0.7%
  Portfolio Turnover Rate                                            185.9%       169.9%       792.8%       516.0%       606.1%


(a)  Information  presented  relates  to a share  of  capital  stock of the Fund
     outstanding for the entire period.

                                                  See Notes to Financial Statements.
</TABLE>
44

<PAGE>
- --------------------------------------------------------------------------------
STRONG ENTERPRISE FUND
- --------------------------------------------------------------------------------
                                                      Year Ended
                                                      ----------
SELECTED PER-SHARE DATA(a)                              1998(b)
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period                    $10.00
Income From Investment Operations
  Net Investment Loss                                    (0.01)
  Net Realized and Unrealized Gains on Investments        4.75
- --------------------------------------------------------------------------------
  Total from Investment Operations                        4.74
Less Distributions
  From Net Investment Income                                --
  From Net Realized Gains                                (0.00)(c)
- --------------------------------------------------------------------------------
  Total Distributions                                    (0.00)(c)
- --------------------------------------------------------------------------------
Net Asset Value, End of Period                          $14.74
================================================================================

RATIOS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------
  Total Return                                          +47.4%
  Net Assets, End of Period (In Millions)                  $11
  Ratio of Expenses to Average Net Assets                 2.0%*
  Ratio of Net Investment Loss to Average Net Assets     (0.9%)*
  Portfolio Turnover Rate                                95.7%

*    Calculated on an annualized basis.
(a)  Information  presented  relates  to a share  of  capital  stock of the Fund
     outstanding for the entire period.
(b)  For the  period  from  October  1, 1998  (commencement  of  operations)  to
     December 31, 1998.
(c)  Amount calculated is less than $0.01.

<TABLE>
<CAPTION>

STRONG GROWTH FUND
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                     Year Ended
                                                      --------------------------------------------------------------------------
SELECTED PER-SHARE DATA(a)                                1998            1997          1996         1995         1994
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>             <C>           <C>          <C>          <C>   
Net Asset Value, Beginning of Period                     $18.31          $18.50        $15.88       $11.61       $10.00
Income From Investment Operations
  Net Investment Loss                                     (0.13)          (0.08)        (0.03)       (0.04)       (0.00)(b)
  Net Realized and Unrealized Gains on Investments         5.07            3.41          3.13         4.79         1.72
- --------------------------------------------------------------------------------------------------------------------------------
  Total from Investment Operations                         4.94            3.33          3.10         4.75         1.72
Less Distributions
  In Excess of Net Investment Income                         --              --         (0.02)       (0.03)       (0.11)
  From Net Realized Gains                                 (0.00)(b)       (2.70)        (0.46)       (0.16)          --
  In Excess of Net Realized Gains                            --           (0.82)           --        (0.29)          --
- --------------------------------------------------------------------------------------------------------------------------------
  Total Distributions                                     (0.00)(b)       (3.52)        (0.48)       (0.48)       (0.11)
- --------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period                           $23.25          $18.31        $18.50       $15.88       $11.61
================================================================================================================================

RATIOS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------------------------------
  Total Return                                           +27.0%          +19.1%        +19.5%       +41.0%       +17.3%
  Net Assets, End of Period (In Millions)                $1,835          $1,597        $1,308         $643         $106
  Ratio of Expenses to Average Net Assets                  1.3%            1.3%          1.3%         1.4%         1.6%
  Ratio of Net Investment Loss to Average Net Assets      (0.7%)          (0.5%)        (0.2%)       (0.5%)       (0.1%)
  Portfolio Turnover Rate                                248.6%          295.7%        294.9%       321.2%       385.8%



(a)  Information  presented  relates  to a share  of  capital  stock of the Fund
     outstanding for the entire period.
(b)  Amount calculated is less than $0.01.

                                                        See Notes to Financial Statements.

                                                                                                                           45

</TABLE>

<PAGE>

FINANCIAL HIGHLIGHTS (continued)
- --------------------------------------------------------------------------------
STRONG GROWTH 20 FUND
- --------------------------------------------------------------------------------
                                                             Year Ended
                                                     ---------------------------
SELECTED PER-SHARE DATA(a)                               1998          1997(b)
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period                    $11.31         $10.00
Income From Investment Operations
  Net Investment Loss                                    (0.08)         (0.01)
  Net Realized and Unrealized Gains on Investments        4.21           1.40
- --------------------------------------------------------------------------------
  Total from Investment Operations                        4.13           1.39
Less Distributions
  In Excess of Net Investment Income                     (0.00)(c)      (0.08)
- --------------------------------------------------------------------------------
  Total Distributions                                    (0.00)(c)      (0.08)
- --------------------------------------------------------------------------------
Net Asset Value, End of Period                          $15.44         $11.31
================================================================================

RATIOS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------
  Total Return                                          +36.5%         +13.9%
  Net Assets, End of Period (In Millions)                  $71            $60
  Ratio of Expenses to Average Net Assets                 1.5%           1.4%*
  Ratio of Net Investment Loss to Average Net Assets     (0.6%)         (0.3%)*
  Portfolio Turnover Rate                               541.2%         250.1%

*    Calculated on an annualized basis.
(a)  Information  presented  relates  to a share  of  capital  stock of the Fund
     outstanding for the entire period.
(b)  For the period from July 1, 1997  (commencement  of operations) to December
     31, 1997.
(c)  Amount calculated is less than $0.01.




STRONG MID CAP FUND
- --------------------------------------------------------------------------------
                                                             Year Ended
                                                    ----------------------------
SELECTED PER-SHARE DATA(a)                               1998         1997
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period                    $11.38       $10.00
Income From Investment Operations
  Net Investment Loss                                    (0.12)       (0.09)
  Net Realized and Unrealized Gains on Investment         1.77         1.47
- --------------------------------------------------------------------------------
  Total from Investment Operations                        1.65         1.38
Less Distributions
  From Net Investment Income                                --           --
- --------------------------------------------------------------------------------
  Total Distributions                                       --           --
- --------------------------------------------------------------------------------
Net Asset Value, End of Period                          $13.03       $11.38
================================================================================

RATIOS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------
  Total Return                                          +14.5%       +13.9%
  Net Assets, End of Period (In Millions)                  $19          $16
  Ratio of Expenses to Average Net Assets                 1.7%         1.6%
  Ratio of Net Investment Loss to Average Net Assets     (0.9%)       (0.9%)
  Portfolio Turnover Rate                               206.9%       305.2%

(a)  Information  presented  relates  to a share  of  capital  stock of the Fund
     outstanding for the entire period.


                       See Notes to Financial Statements.
46
<PAGE>

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------------
STRONG OPPORTUNITY FUND
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                          Year Ended
                                                         ----------------------------------------------------------------------
SELECTED PER-SHARE DATA(a)                                       1998          1997          1996          1995         1994
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>           <C>           <C>           <C>          <C>   
Net Asset Value, Beginning of Period                            $37.41        $35.26        $33.35        $27.71       $28.23
Income From Investment Operations
  Net Investment Income                                           0.05          0.10          0.20          0.20         0.13
  Net Realized and Unrealized Gains on Investments                5.68          7.90          5.78          7.28         0.76
- -------------------------------------------------------------------------------------------------------------------------------
  Total from Investment Operations                                5.73          8.00          5.98          7.48         0.89
Less Distributions
  From Net Investment Income                                     (0.05)        (0.10)        (0.20)        (0.20)       (0.13)
  In Excess of Net Investment Income                                --            --         (0.05)        (0.01)          --
  From Net Realized Gains                                        (4.47)        (5.75)        (3.82)        (1.63)       (1.28)
- -------------------------------------------------------------------------------------------------------------------------------
  Total Distributions                                            (4.52)        (5.85)        (4.07)        (1.84)       (1.41)
- -------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period                                  $38.62        $37.41        $35.26        $33.35       $27.71
===============================================================================================================================

RATIOS AND SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------------------------------------
  Total Return                                                  +15.5%        +23.5%        +18.1%        +27.3%        +3.2%
  Net Assets, End of Period (In Millions)                       $2,038        $1,925        $1,770        $1,328         $806
  Ratio of Expenses to Average Net Assets                         1.2%          1.2%          1.3%          1.3%         1.4%
  Ratio of Net Investment Income to Average Net Assets            0.2%          0.3%          0.6%          0.7%         0.5%
  Portfolio Turnover Rate                                        86.0%         93.7%        103.3%         92.5%        59.2%


(a)  Information  presented  relates  to a share  of  capital  stock of the Fund
     outstanding for the entire period.

</TABLE>

STRONG SMALL CAP VALUE FUND
- --------------------------------------------------------------------------------
                                                        Year Ended
                                                        ----------
SELECTED PER-SHARE DATA(a)                                1998
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period                     $10.00
Income From Investment Operations
  Net Investment Loss                                     (0.07)
  Net Realized and Unrealized Gains on Investments         0.68
- --------------------------------------------------------------------------------
  Total from Investment Operations                         0.61
Less Distributions
  From Net Investment Income                                 --
- --------------------------------------------------------------------------------
  Total Distributions                                        --
- --------------------------------------------------------------------------------
Net Asset Value, End of Period                           $10.61
================================================================================

RATIOS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------
  Total Return                                            +6.1%
  Net Assets, End of Period (In Millions)                   $24
  Ratio of Expenses to Average Net Assets                  1.9%
  Ratio of Net Investment Loss to Average Net Assets      (1.0%)
  Portfolio Turnover Rate                                121.5%

(a)  Information  presented  relates  to a share  of  capital  stock of the Fund
     outstanding for the entire period.


                       See Notes to Financial Statements.

                                                                              47


<PAGE>

FINANCIAL HIGHLIGHTS (continued)
- --------------------------------------------------------------------------------
STRONG STRATEGIC GROWTH FUND
- --------------------------------------------------------------------------------
                                                     Year Ended
                                                     ----------
SELECTED PER-SHARE DATA(a)                             1998(b)
- --------------------------------------------------------------------------------
Net Asset Value, Beginning of Period                   $10.00
Income From Investment Operations
  Net Investment Loss                                   (0.03)
  Net Realized and Unrealized Gains on Investments       1.28
- --------------------------------------------------------------------------------
  Total from Investment Operations                       1.25
Less Distributions
  From Net Investment Income                               --
- --------------------------------------------------------------------------------
  Total Distributions                                      --
- --------------------------------------------------------------------------------
Net Asset Value, End of Period                         $11.25
================================================================================

RATIOS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------
  Total Return                                         +12.5%
  Net Assets, End of Period (In Millions)                  $3
  Ratio of Expenses to Average Net Assets                2.0%*
  Ratio of Net Investment Loss to Average Net Assets    (0.5%)*
  Portfolio Turnover Rate                               59.7%

*    Calculated on an annualized basis.
(a)  Information  presented  relates  to a share  of  capital  stock of the Fund
     outstanding for the entire period.
(b)  For the period from July 1, 1998  (commencement  of operations) to December
     31, 1998.

                       See Notes to Financial Statements.




REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Shareholders and Board of Directors of the
Strong Growth Funds

In our opinion, the accompanying statements of assets and liabilities, including
the schedules of  investments,  and the related  statements of operations and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material  respects,  the financial position of Strong Growth Fund, Strong Growth
20 Fund,  Strong  Enterprise Fund,  Strong Mid Cap Fund,  Strong Small Cap Value
Fund,  Strong  Strategic  Growth Fund (six of the  portfolios  constituting  the
Strong Equity Funds,  Inc.),  Strong Opportunity Fund, Inc., Strong Common Stock
Fund,  Inc., and Strong  Discovery Fund, Inc. (herein referred to as the "Strong
Growth  Funds") at December 31, 1998,  the results of each of their  operations,
the  changes in each of their net assets and the  financial  highlights  for the
periods indicated,  in conformity with generally accepted accounting principles.
These financial  statements and financial  highlights  (hereafter referred to as
"financial  statements")  are the  responsibility  of the Strong  Growth  Funds'
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our  audits.  We  conducted  our audits of these  financial
statements  in accordance  with  generally  accepted  auditing  standards  which
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation  of securities  owned at December 31, 1998 by  correspondence  with
custodians, provide a reasonable basis for the opinion expressed above.


PricewaterhouseCoopers LLP

Milwaukee, Wisconsin
February 8, 1999


<PAGE>
                                    DIRECTORS
                                Richard S. Strong
                                 Willie D. Davis
                                 Stanley Kritzik
                                Marvin E. Nevins
                                 William F. Vogt

                                    OFFICERS
                    Richard S. Strong, Chairman of the Board
                          Mary F. Hoppa, Vice President
                         Thomas P. Lemke, Vice President
                         John S. Weitzer, Vice President
              Stephen J. Shenkenberg, Vice President and Secretary
                           Dana J. Russart, Treasurer

                               INVESTMENT ADVISOR
                         Strong Capital Management, Inc.
                    P.O. Box 2936, Milwaukee, Wisconsin 53201

                                   DISTRIBUTOR
                            Strong Investments, Inc.
                    P.O. Box 2936, Milwaukee, Wisconsin 53201

                                    CUSTODIAN
                          Firstar Bank Milwaukee, N.A.
                    P.O. Box 701, Milwaukee, Wisconsin 53201

                  TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT
                         Strong Capital Management, Inc.
                    P.O. Box 2936, Milwaukee, Wisconsin 53201

                             INDEPENDENT ACCOUNTANTS
                           PricewaterhouseCoopers LLP
              100 East Wisconsin Avenue, Milwaukee, Wisconsin 53202

                                  LEGAL COUNSEL
                              Godfrey & Kahn, S.C.
               780 North Water Street, Milwaukee, Wisconsin 53202

  
<PAGE>

For a prospectus containing more complete information, including management fees
and  expenses,  please  call  1-800-368-1030.  Please read it  carefully  before
investing or sending  money.  This report does not  constitute  an offer for the
sale of securities. Strong Funds are offered for sale by prospectus only.

 
                             [PICTURE OF TELEPHONE]
                        To order a free prospectus kit,
                               CALL 1-800-368-1030

                         To learn more about our funds,
                          discuss an existing account,
                           or conduct a transaction,
                               CALL 1-800-368-3863
                               -------------------

                                  If you are a
                            Financial Professional,
                              CALL 1-800-368-1683



                    [PICTURE OF STRONG WEB SITE ON COMPUTER]
                                 Strong On-line
                               www.strongfunds.com




                                  [STRONG LOGO]

                                  STRONG FUNDS
                   P.O. Box 2936 o Milwaukee, Wisconsin 53201
                       Strong Investments, Inc. 10379A99Y                  AGRTH
                                                                        


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission