November 24, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for Nicholas II, Inc.
File No. 2-85030
Gentlemen:
Pursuant to Section 24 of the Investment Company Act of 1940,
as amended, and Rule 24f-2 ("24f-2") promulgated thereunder, this
letter constitutes the "Rule 24f-2 Notice" of Nicholas II, Inc. ("Fund"),
relating to the sale of common stock of the Fund, $0.0001 par value per
share ("Shares"), during the fiscal year ended September 30, 1995:
Number of shares registered under the Securities
Act of 1933, as amended, other than pursuant
to Rule 24f-2, which remained unsold at the
beginning of the fiscal year: -0-
Number of Shares registered during the fiscal
year other than pursuant to Rule 24f-2: -0-
Number of Shares sold during the fiscal year
other than pursuant to Rule 24f-2: -0-
Number of Shares sold during the fiscal year
in reliance upon Rule 24f-2: 1,264,903
Enclosed herewith is the opinion of counsel required under
paragraph (b) of Rule 24f-2. A wire transfer in the amount of
$1,880.71 has been made to Mellon Bank in Pittsburgh, Pennsylvania
to cover fees required under paragraph (c) of Rule 24f-2; such fees
have been determined as follows:
Aggregate sales price of 1,264,903 Shares sold
during fiscal year: $ 33,523,121
Less: Aggregate sales price of 3,835,468 Shares
redeemed during fiscal year: (45,012,292)
___________
$(11,489,171)
Fee calculation:
No fee required
Very truly yours,
NICHOLAS II, INC.
/s/ Thomas J. Saeger
____________________________
Thomas J. Saeger, Executive
Vice President & Secretary
November 22, 1995
The Board of Directors
Nicholas II, Inc.
700 North Water Street, Suite 1010
Milwaukee, WI 53202
Gentlemen:
We have acted as counsel to Nicholas II, Inc. ("Fund"), a Maryland
corporation registered as an open-end investment management company under
Section 8 of the Investment Company Act of 1940, as amended ("Investment
Company Act"), in connection with the preparation and filing of (i) a
registration statement on Form N-1A and amendments thereto ("Registration
Statement"), relating to the registration of the common stock of the Fund,
par value $0.01 per share ("Shares"), under the Securities Act of 1933, as
amended ("Securities Act"), (ii) a declaration relating to the election of
the Fund to register an indefinite number of Shares under the Securities Act,
pursuant to Section 24 of the Investment Company Act and Rule 24f-2 promulgated
thereunder ("Rule 24f-2"), and (iii) a notice relating to those Shares sold by
the Fund during its fiscal year ended September 30, 1995, making definite in
number the registration of such Shares under the Securities Act and the
Investment Company Act, pursuant to paragraph (b) of Rule 24f-2 ("Rule 24f-2
Notice").
We have reviewed the Articles of Incorporation and Bylaws of the Fund,
the Registration Statement and the Rule 24f-2 Notice; we have also reviewed
such corporate records and other documents and have made such examinations
of law as we considered relevant.
Based upon the foregoing, we are of the opinion that the Shares sold
by the Fund during its fiscal year ended September 30, 1995, the registration
of which under the Securities Act will be made definite in number upon filing
of the Rule 24f-2 Notice with the Securities and Exchange Commission, were
duly authorized, legally issued, fully paid and non-assessable.
We consent to the use of this opinion in connection with the Rule
24f-2 Notice, including the filing hereof with the Securities and Exchange
Commission and the securities administrators of the various states.
Very truly yours,
MICHAEL BEST & FRIEDRICH
David E. Leichtfuss
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