NICHOLAS II INC
N-30D, 1996-05-30
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NICHOLAS II, INC.

                                        May 28, 1996

Dear Fellow Shareholders:

        Our Fund performed exceptionally well during the calendar 1996 first
quarter and the Fund's fiscal first half ended March 31, 1996.  Returns for
various periods ended March 31, 1996 are shown below:

<TABLE>
<CAPTION>
                                                                AVERAGE ANNUAL TOTAL RETURN*
                                                              ________________________________
                                        3 MONTHS   6 MONTHS    1 YEAR     5 YEARS    10 YEARS
                                        ________   ________   ________   _________   ________
<S>                                     <C>        <C>        <C>        <C>         <C>
Nicholas II
 (Distributions Reinvested)             +12.01%    +17.12%    +32.35%    +14.36%     +12.61% 
NASDAQ OTC Composite
 (Excludes Income)                       +4.68%     +5.54%    +34.77%    +17.96%     +11.38%
Russell 2000
 (Includes Income)                       +5.13%     +7.41%    +29.08%    +16.01%     +10.40% 
Standard & Poor's 500
 (Income Reinvested)                     +5.37%    +11.72%    +32.11%    +14.65%     +13.97%
Consumer Price Index                      +1.0%      +1.6%      +2.8%      +2.8%       +3.6%
Ending value of $10,000 invested in
 Nicholas II (Distributions Reivested)  $11,201    $11,712    $13,235    $19,561     $32,806

</TABLE>

 * Total returns are historical and include change in share price and 
   reinvestment of dividend and capital gain distributions.  Past performance
   is no guarantee of future results.  Principal value and return will 
   fluctuate so an investment, when redeemed, may be worth more or less than
   original cost.

        The Fund seems to have found "the groove" as an athlete on a hot streak 
would say.  Performance has come from nearly all sectors, old securities and 
new.  Management, however, does not expect this type of performance to continue
forever.  The market at the moment seems to crave the types of stocks held in
Nicholas II.

        Though our stocks have performed well and are fully valued, our 
philosophy does not tempt us to sell the high-quality, market leading, niche
growth companies we hold.  If we are correct in our judgements, these companies 
should be great investments for a long time to come.

        Management and all of our staff, which I am extremely proud of for their
hard work and dedication, appreciate your support.

                                        Sincerely,

                                        /s/ David O. Nicholas

                                        David O. Nicholas
                                        Portfolio Manager

<PAGE>

SCHEDULE OF INVESTMENTS
MARCH 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>

     Shares or                                                Quoted
     Principal                                                Market
      Amount                                                  Value
     _________                                             ____________
                                                           (Note 1 (a))
<S>            <C>                                        <C>
COMMON STOCKS - 97.1%
               BANKS AND FINANCE - 10.2%
     306,023   Associated Banc-Corp                       $  11,552,368
     223,125   Fifth Third Bancorp                           12,941,250
      98,600   Firstar Corporation                            4,412,350
     583,600   First Financial Corporation                   12,474,450
       7,676   First National Bank of Anchorage (The)        11,936,180
     330,750   Litchfield Financial Corporation +             4,713,187
     557,900   Marshall & Ilsley Corporation                 14,575,138
     195,000   MBNA Corporation                               5,776,875
                                                            ___________
                                                             78,381,798
                                                            ___________
               BROADCASTING AND COMMUNICATIONS - 2.5%
     139,200   Andrew Corporation *                           5,324,400
     105,000   British Sky Broadcasting Group plc             4,213,125
     160,000   PanAmSat Corporation *                         4,880,000
     150,000   U.S Satellite Broadcasting Company, Inc. *     4,912,500
                                                            ___________
                                                             19,330,025
                                                            ___________
               BUSINESS SERVICES - 13.6%
     350,000   Alco Standard Corporation                     18,243,750
     195,000   Checkfree Corporation *                        3,412,500
     165,000   Danka Business Systems PLC                     6,971,250
       5,000   First USA Paymentech, Inc. *                     176,250
     642,500   Fiserv, Inc. *                                17,990,000
     419,062   G&K Services, Inc. - Class A                  11,209,909
   1,018,675   Keane, Inc. * +                               30,432,915
     100,000   Medaphis Corporation *                         4,850,000
     173,900   Programming and Systems, Inc. *             
                (Note 1 (a))                                          0
     381,300   SPS Transaction Services, Inc. *              11,772,638
                                                            ___________
                                                            105,059,212
                                                            ___________
               CONSUMER PRODUCTS AND SERVICES - 4.4%
      87,600   Amway Asia Pacific Ltd.                        2,923,650
     363,300   Central Parking Corporation                    9,582,037
     440,850   Newell Co.                                    11,792,738
      40,000   ThermoTrex Corporation *                       1,710,000
     175,600   Valspar Corporation (The)                      7,967,850
                                                            ___________
                                                             33,976,275
                                                            ___________
               FOOD AND BEVERAGE - 3.1%
     185,000   Outback Steakhouse, Inc. *                     6,983,750
     459,000   Tootsie Roll Industries, Inc.                 16,753,500
                                                            ___________
                                                             23,737,250
                                                            ___________
               HEALTH CARE FACILITIES MANAGEMENT - 16.6%
     426,000   Emeritus Corporation * +                       8,679,750
     
    
     Shares or                                                Quoted
     Principal                                                Market
      Amount                                                  Value
     _________                                             ____________
                                                           (Note 1 (a))
               HEALTH CARE FACILITIES MANAGEMENT - 16.6%
               (CONTINUED)
     262,500   Health Care and Retirement
                Corporation *                             $   9,909,375
   1,406,962   Health Management
                Associates, Inc. - Class A *                 49,243,670
     250,000   Magellan Health Services Inc. *                5,625,000
     497,500   Quorum Health Group, Inc. *                   11,753,438
     425,646   Vencor, Inc. *                                14,684,787
     963,955   VIVRA Incorporated *                          27,713,705
                                                            ___________
                                                            127,609,725
                                                            ___________
               HEALTH CARE PRODUCTS - 9.4%
     108,000   Amgen Inc. *                                   6,277,500
     322,029   Block Drug Company, Inc. - Class A            13,323,950
     315,900   DENTSPLY International Inc.                   12,754,462
     295,600   Elan Corporation, plc *                       18,992,300
     296,000   Forest Laboratories, Inc. *                   14,430,000
     207,500   Sofamor/Danek Group, Inc. *                    7,029,063
                                                            ___________
                                                             72,807,275
                                                            ___________
               HEALTH CARE SERVICES - 10.2%
     211,890   American HomePatient, Inc. *                   8,316,683
     349,853   Cardinal Health, Inc.                         22,478,055
     314,600   Healthsource, Inc. *                          12,190,750
      65,000   Oxford Health Plans, Inc. *                    5,703,750
     148,500   PacifiCare Health Systems, Inc. *             12,659,625
     391,600   Patterson Dental Company *                    12,041,700
     122,500   PhyCor, Inc. *                                 5,390,000
                                                            ___________
                                                             78,780,563
                                                            ___________
               INDUSTRIAL PRODUCTS AND SERVICES - 5.3%
     325,000   General Motors Corporation - Class H          20,556,250
     186,300   Sigma-Aldrich Corporation                     10,619,100
     495,000   Watts Industries, Inc. - Class A               9,838,125
                                                            ___________
                                                             41,013,475
                                                            ___________
               INSURANCE - 6.4%
     110,000   Foremost Corporation of America                6,050,000
     162,500   MGIC Investment Corporation                    8,856,250
     464,400   Mutual Risk Management Ltd.                   19,214,550
     445,000   Protective Life Corporation                   15,018,750
                                                            ___________
                                                             49,139,550
                                                            ___________
               RETAIL TRADE - 12.4%
     628,500   Arbor Drugs, Inc.                             13,198,500
     290,000   AutoZone, Inc. *                               9,823,750
     
<PAGE>     
     
     Shares or                                                Quoted
     Principal                                                Market
      Amount                                                  Value
     _________                                             ____________
                                                           (Note 1 (a))
COMMON STOCKS - 97.1% (Continued)
               RETAIL TRADE - 12.4% (CONTINUED)
     335,000   Circuit City Stores, Inc.                  $  10,008,125
     562,500   Consolidated Stores Corporation *             18,843,750
     521,500   Heilig-Meyers Company                         10,755,938
     248,200   Kohl's Corporation *                          15,729,675
     254,000   OfficeMax, Inc. *                              6,159,500
     310,000   O'Reilly Automotive, Inc. *                   10,772,500
                                                            ___________
                                                             95,291,738
                                                            ___________
               TRANSPORTATION - 3.0%
     494,000   Expeditors International of
                Washington, Inc.                             12,967,500
     392,595   Heartland Express, Inc. *                      9,962,098
                                                            ___________
                                                             22,929,598
                                                            ___________
                 TOTAL COMMON STOCKS
                  (cost $390,438,747)                       748,056,484
                                                            ___________
CONVERTIBLE BOND - 0.1%
  $1,000,000   Emeritus Corporation,
                6.25%, due January 1, 2006
                  (cost $1,000,000)                           1,081,250
                                                            ___________
SHORT-TERM INVESTMENTS - 3.1%
               COMMERCIAL PAPER - 2.3%
   2,000,000   Fiserv, Inc.,
                5.40%, due April 2, 1996                     1,999,700
   3,000,000   Harnischfeger Industries, Inc.,
                5.45%, due April 4, 1996                     2,998,638
   2,000,000   A.O. Smith Corporation,
                5.45%, due April 8, 1996                     1,997,881


     Shares or                                                Quoted
     Principal                                                Market
      Amount                                                  Value
     _________                                             ____________
                                                           (Note 1 (a))
SHORT-TERM INVESTMENTS - 3.1% (Continued)
               COMMERCIAL PAPER - 2.3% (Continued)
   3,000,000   Payco American Corporation,
                5.55%, due April 11, 1996                 $  2,995,375
   4,000,000   Firstar Corporation,
                5.50%, due April 15, 1996                    3,991,444
   2,000,000   Firstar Corporation,
                5.55%, due April 18, 1996                    1,994,758
   2,000,000   Fiserv, Inc.,
                5.55%, due April 22, 1996                    1,993,525
                                                           ___________
                                                            17,971,321
                                                           ___________
               VARIABLE DEMAND NOTES - 0.8%
   6,096,900   Sara Lee Corporation,
                5.09%, due April 1, 1996                     6,096,900
      90,400   Warner Lambert Company,
                 5.08%, due April 1, 1996                       90,400
                                                           ___________
                                                             6,187,300
                                                           ___________
                 TOTAL SHORT-TERM
                  INVESTMENTS
                  (cost $24,104,336)                        24,158,621
                                                           ___________
                 TOTAL INVESTMENTS                         773,296,355
                                                           ___________
               LIABILITIES, NET OF CASH
                 AND RECEIVABLES - (0.3%)                   (2,520,332)
                                                           ___________
                 TOTAL NET ASSETS (Basis of
                  percentages disclosed above)            $770,776,023
                                                           ___________
                                                           ___________

</TABLE>

* Nondividend paying security
+ This company is affiliated with the Fund as defined in Section 2(a)(2)-(3)
   of the Investment Company Act of 1940, in that the Fund holds 5% or more
   of its outstanding voting securities.  (Note 5)

The accompanying notes to financial statements are an integral part of this 
schedule.

<PAGE>

STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1996 (UNADUTIED)

<TABLE>
<S>                                                                                              <C>

ASSETS:
  Investments in securities at market value (Note 1(a)) -
    Nonaffiliated issuers (cost $397,110,050) - see accompanying schedule of investments         $729,470,502
    Affiliated issuers (cost $18,433,033) - see accompanying schedule of investments (Note 5)      43,825,853
                                                                                                  ___________
           Total investments                                                                      773,296,355
                                                                                                  ___________
  Receivables -
    Dividends and interest                                                                            488,027
    Investment securities sold                                                                      2,311,093
                                                                                                  ___________
           Total receivables                                                                        2,799,120
                                                                                                  ___________
           Total assets                                                                           776,095,475
                                                                                                  ___________
LIABILITIES:
  Payables -
    Investment securities purchased                                                                 4,676,605
    Management fee (Note 2)                                                                           332,417
    Other payables and accrued expenses                                                               310,430
                                                                                                  ___________
           Total liabilities                                                                        5,319,452
                                                                                                  ___________
           Total net assets                                                                      $770,776,023
                                                                                                  ___________
                                                                                                  ___________
NET ASSETS CONSIST OF:
  Fund shares issued and outstanding                                                             $390,856,296
  Net unrealized appreciation on investments (Note 3)                                             357,698,987
  Accumulated undistributed net realized gains on investments                                      21,628,915
  Accumulated undistributed net investment income                                                     591,825
                                                                                                  ___________
                                                                                                 $770,776,023
                                                                                                  ___________
                                                                                                  ___________
NET ASSET VALUE PER SHARE ($.01 par value, 200,000,000 shares authorized)
  offering price and redemption price ($770,776,023 ./. 23,949,760 shares outstanding)                 $32.18
                                                                                                        _____
                                                                                                        _____
</TABLE>

The accompanying notes to financial statements are an integral part of this 
statement.

<PAGE>

STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 31, 1996 (UNAUDITED)

<TABLE>
<S>                                                      <C>

INCOME:
   Dividends _
     Nonaffiliated issuers                               $  2,843,142
     Affiliated issuers (Note 5)                               13,230
   Interest                                                   617,608
   Other                                                       25,287
                                                          ___________
                                                            3,499,267
                                                          ___________
EXPENSES:               
   Management fee (Note 2)                                  1,826,742
   Transfer agent fees                                        236,841
   Postage                                                     59,669
   Custodian fees                                              31,158
   Printing                                                    20,684
   Registration fees                                           20,476
   Legal fees                                                  13,960
   Telephone                                                    8,096
   Directors' fees                                              6,000
   Insurance                                                    4,956
   Other operating expenses                                     4,580
                                                          ___________
                                                            2,233,162
                                                          ___________
           Net investment income                            1,266,105
                                                          ___________
NET REALIZED GAINS ON INVESTMENTS (Note 1(b)):
   Nonaffiliated issuers                                   29,877,035
   Affiliated issuers (Note 5)                                      _
                                                          ___________
                                                           29,877,035
                                                          ___________
NET INCREASE IN UNREALIZED APPRECIATION ON INVESTMENTS     81,720,430
                                                          ___________
  Net gains on investments                                111,597,465
                                                          ___________
  Net increase in net assets resulting from operations   $112,863,570
                                                          ___________
                                                          ___________
</TABLE>

The accompanying notes to financial statements are an integral part of this 
statement.

<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS
FOR THE SIX MONTHS ENDED MARCH 31, 1996 (UNAUDITED) AND THE YEAR ENDED
SEPTEMBER 30, 1995

<TABLE>
<S>                                                                      <C>            <C>
                                                                              1996           1995
                                                                          ___________    ___________
OPERATIONS:
  Net investment income                                                  $  1,266,105   $  4,279,862
  Net realized gains on investments (Note 1(b))                            29,877,035     53,181,461
  Net increase in unrealized appreciation on investments                   81,720,430     71,740,215
                                                                          ___________    ___________
           Net increase in net assets resulting from operations           112,863,570    129,201,538
                                                                          ___________    ___________
DISTRIBUTIONS TO SHAREHOLDERS:
  Distributions from net investment income
     ($0.1750 and $0.2056 per share, respectively)                         (3,881,013)    (4,696,388)
  Distributions from net realized gains on investment transactions
     ($2.4979 and $1.8944 per share, respectively)                        (55,403,755)   (43,254,533)
                                                                          ___________    ___________
          Total distributions                                             (59,284,768)   (47,950,921)
                                                                          ___________    ___________
CAPITAL SHARE TRANSACTIONS:
  Proceeds from shares issued (811,818 and 1,264,903
     shares, respectively)                                                 24,896,099     33,523,121
  Net asset value of shares issued in distributions from
     net investment income and net realized gains
     (1,967,328 and 1,867,730 shares, respectively)                        55,675,398     45,012,292
  Cost of shares redeemed (1,518,119 and 3,835,468
     shares, respectively)                                                (45,608,253)  (102,224,623)
                                                                          ___________    ___________
          Increase (decrease) in net assets derived from
            capital share transactions                                     34,963,244    (23,689,210)
                                                                          ___________    ___________
          Total increase in net assets                                     88,542,046     57,561,407
                                                                          ___________    ___________
NET ASSETS, at the beginning of the period (including undistributed net
  investment income of $3,206,733 and $3,623,259, respectively)           682,233,977    624,672,570
                                                                          ___________    ___________
NET ASSETS, at the end of the period (including undistributed net
  investment income of $591,825 and $3,206,733, respectively)            $770,776,023   $682,233,977
                                                                          ___________    ___________
                                                                          ___________    ___________
</TABLE>

The accompanying notes to financial statements are an integral part of these 
statements.

<PAGE>

FINANCIAL HIGHLIGHTS 
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>

                                             Six Months
                                               Ended        
                                              March 31,               Year Ended September 30, 
                                                1996       _______________________________________________
                                             (unaudited)    1995      1994      1993      1992      1991
                                             ___________   _______   _______   _______   _______   _______
<S>                                            <C>          <C>       <C>       <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD           $30.07       $26.71    $26.94    $24.53    $23.87    $17.39

  INCOME FROM INVESTMENT OPERATIONS:
  Net investment income                           .06          .24       .21       .21       .23       .26
  Net gains or (losses) on securities
   (realized and unrealized)                     4.73         5.22      1.23      3.24      1.07      6.70
                                                _____        _____     _____     _____     _____     _____
        Total from investment operations         4.79         5.46      1.44      3.45      1.30      6.96
                                                _____        _____     _____     _____     _____     _____
  LESS DISTRIBUTIONS:
  Dividends (from net investment income)         (.18)        (.21)     (.20)     (.24)     (.24)     (.34)
  Distributions (from capital gains)            (2.50)       (1.89)    (1.47)     (.80)     (.40)     (.14)
                                                _____        _____     _____     _____     _____     _____
        Total distributions                     (2.68)       (2.10)    (1.67)    (1.04)     (.64)     (.48)
                                                _____        _____     _____     _____     _____     _____
NET ASSET VALUE, END OF PERIOD                 $32.18       $30.07    $26.71    $26.94    $24.53    $23.87
                                                _____        _____     _____     _____     _____     _____
                                                _____        _____     _____     _____     _____     _____
TOTAL RETURN                                   16.58%**     22.39%     5.49%    14.19%     5.59%    40.91%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (millions)           $770.8       $682.2    $624.7    $715.8    $646.5    $490.9
Ratio of expenses to average net assets          .64%*        .66%      .67%      .67%      .66%      .70%
Ratio of net investment income
 to average net assets                           .36%*        .68%      .72%      .79%     1.01%     1.24%
Portfolio turnover rate                        25.68%*      19.63%    17.38%    27.32%    11.47%    12.46%
Average commission rate paid by the Fund on
 portfolio investment transactions             $0.048       $0.048        _         _         _         _

</TABLE>

 *    Annualized
**   Not annualized

The accompanying notes to financial statements are an integral part of these 
statements.

<PAGE>

HISTORICAL RECORD (UNAUDITED)

<TABLE>
<CAPTION>


                                                                                 
                                  Net Investment                    Dollar       Growth of
                          Net         Income      Capital Gain     Weighted      An Initial
                      Asset Value  Distributions  Distributions  Price/Earnings   $10,000
                       Per Share     Per Share      Per Share       Ratio**      Investment***
                      ___________  _____________  ____________   ______________  __________
<S>                      <C>        <C>           <C>             <C>             <C>
October 17, 1983*        $10.00     $   _          $    _            _             $10,000
September 30, 1986       16.90        .163            .061         15.0 times       17,581
September 30, 1987       21.01        .420            .513         20.9             23,108
September 30, 1988       18.58        .338           1.303         15.0             22,766
September 30, 1989       21.76        .335            .080         17.1             27,291
September 30, 1990       17.39        .3124           .6686        14.8             22,888
September 30, 1991       23.87        .3422           .1434        17.8             32,251
September 30, 1992       24.53        .2447           .4042        17.3             34,054
September 30, 1993       26.94        .2350           .8000        18.1             38,885
September 30, 1994       26.71        .2000          1.4700        18.5             41,020
September 30 1995        30.07        .2056 (a)      1.8944 (a)    20.8             50,205
December 31, 1995        28.73        .1750 (b)      2.4979 (b)    22.6             52,498
March 31, 1996           32.18           _               _         26.7             58,802          
                                  
  *  Date of Initial Public Offering                  (a) Paid December 31, 1994 to shareholders of record December 27, 1994.
 **  Based on latest 12 months accomplished earnings
***  Assuming reinvestment of all distributions       (b) Paid December 31, 1995 to shareholders of record December 26, 1995.

</TABLE>

Range in quarter end price/earnings ratios
         High           Low
     ____________   ____________
     3/31/96 26.7   9/30/85 11.7



TOP TEN EQUITY HOLDINGS (UNAUDITED)

<TABLE>
<S>                                                   <C>
                                                      March 31, 1996*
                                                      ______________
Health Management Associates, Inc. - Class A                6.4%
Keane, Inc.                                                 4.0%
VIVRA Incorporated                                          3.6%
Cardinal Health, Inc.                                       2.9%
General Motors Corporation - Class H                        2.7%
Mutual Risk Management Ltd.                                 2.5%
Elan Corporation, plc                                       2.5%
Consolidated Stores Corporation                             2.4%
Alco Standard Corporation                                   2.4%
Fiserv, Inc.                                                2.3%

</TABLE>

*    Percentage of total net assets.

<PAGE>

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1996 (UNAUDITED)

(1)  Summary of Significant Accounting Policies -
     The following is a summary of the significant accounting policies of 
     Nicholas II, Inc. (the "Fund"):

     (a)  Each security, excluding short-term investments, is valued at the 
          last sale price reported by the principal security exchange on which 
          the issue is traded, or if no sale is reported, the latest bid price. 
          Variable demand notes are valued at cost which approximates market 
          value.  Commercial paper is stated at market value with the resultant 
          difference between market value and original purchase price being 
          recorded as interest income.  Investment transactions are recorded no 
          later than the first business day after the trade date.  Cost 
          amounts, as reported on the schedule of investments and the statement 
          of assets and liabilities, are the same for Federal income tax 
          purposes.  On June 18, 1992, the Securities and Exchange Commission 
          suspended trading of the common stock of Programming and Systems, 
          Inc., (the "Company") because of information received questioning the 
          accuracy of the Company's financial statements.  Following the 
          release of this information, the Company's common stock was delisted 
          by NASDAQ and, as such, is nontradable.  To date, this matter has not 
          been resolved.  The Board of Directors of the Fund have deemed the 
          shares worthless until additional information, including audited 
          financial statements, is released by the Company.

     (b)  Net realized gains and losses on common stocks and bonds were 
          computed on the basis of specific certificates.

     (c)  Provision has not been made for Federal income taxes or excise taxes 
          since the Fund has elected to be taxed as a "regulated investment 
          company" and intends to distribute substantially all taxable income 
          to its shareholders and otherwise comply with the provisions of the
          Internal Revenue Code applicable to regulated investment companies.

     (d)  Dividend income and distributions to shareholders are recorded on the 
          ex-dividend date.  Non-cash dividends, if any, are recorded at fair 
          market value on date of distribution.

     (e)  The preparation of financial statements in conformity with generally 
          accepted accounting principles requires management to make estimates 
          and assumptions that affect the reported amounts of assets and 
          liabilities and disclosure of contingent assets and liabilities at 
          the date of the financial statements, and the reported amounts of 
          revenues and expenses during the reporting period.  Actual results 
          could differ from the estimates.

(2)  Investment Adviser and Management Agreement -
     The Fund has an agreement with Nicholas Company, Inc. (with whom certain 
     officers and directors of the Fund are affiliated) to serve as investment 
     adviser and manager.  Under the terms of the agreement, a monthly fee is 
     paid to the investment adviser based on 1/16th of 1% (.75 of 1% on an 
     annual basis) of the average net asset value up to and including $50 
     million, 1/20th of 1% (.6 of 1% on an annual basis) of the average net 
     asset value over $50 million up to and including $100 million and 1/24th 
     of 1% (.5 of 1% on an annual basis) of the average net asset value in 
     excess of $100 million.  Also, the investment adviser may be reimbursed 
     for clerical and administrative services rendered by its personnel.  The 
     advisory agreement is subject to an annual review by the Directors of the 
     Fund.

(3)  Net Unrealized Appreciation -
     Aggregate gross unrealized appreciation (depreciation) as of March 31, 
     1996, based on investment cost for Federal tax purposes is as follows:

         Aggregate gross unrealized appreciation on investments   $360,772,152
         Aggregate gross unrealized depreciation on investments     (3,073,165)
                                                                   ___________
             Net unrealized appreciation                          $357,698,987
                                                                   ___________
                                                                   ___________

<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1996 (UNAUDITED)

(4)  Investment Transactions -
     For the period ended March 31, 1996, the cost of purchases and the 
     proceeds from sales of investment securities, other than short-term 
     obligations, aggregated $88,765,773 and $107,139,242, respectively.

(5)  Transactions with Affiliates -
     Following is an analysis of 1996 transactions with "affiliated companies" 
     as defined by the Investment Company Act of 1940:

<TABLE>                              
<CAPTION>

                                                                       
                                                                             Amount of
                                                Share Activity               Dividends
                                   _______________________________________   Credited
                                                                             to Income
                                   Balance                         Balance   in Fiscal
     Security Name                 9/30/95   Purchases   Sales     3/31/96      1996
     _____________                 _______   _________   _____     _______   _________
<S>                                <C>        <C>          <C>   <C>         <C>
Emeritus Corporation                   _      426,000      _       426,000   $    _  
Keane, Inc.                        963,675     55,000      _     1,018,675        _
Litchfield Financial Corporation   330,750        _        _       330,750     13,230
                                                                              _______
                                                                              $13,230
                                                                              _______
                                                                              _______

</TABLE>

AUTOMATIC INVESTMENT PLAN - AN UPDATE (UNAUDITED)

The Nicholas Family of Funds' Automatic Investment Plan provides a simple 
method to dollar cost average into the fund(s) of your choice.

Dollar cost averaging involves making equal systematic investments over an 
extended time period.  A fixed dollar investment will purchase more shares 
when the market is low and fewer shares when the market is high.  The 
automatic investment plan is an excellent way for you to become a
disciplined investor.

The following table illustrates what dollar cost averaging can achieve.  Please 
note that past performance is no guarantee of future results.  Nicholas Company 
recommends dollar cost averaging as a practical investment method.  It should 
be consistently applied for long periods (5-10 years or more) so that 
investments are made through several market cycles.  The table will be updated 
and appear in future financial reports issued by the Nicholas Family of Funds.

<TABLE>
<CAPTION>
                                                                   Nicholas II
                                                                   ___________
     <S>                                                             <C>
     $1,000 initial investment on                                    10-17-83
     $100 invested on the last day of each month following
          the date of the initial investment (in years)                  12.5
     Total cash invested                                              $16,000
     Total capital gains reinvested                                   $ 9,005
     Total dividends reinvested                                       $ 2,496
     Total full shares owned 3/31/96                                    1,393
     Total market value on 3/31/96                                    $44,831

</TABLE>

The results above assume purchase on the last day of the month.  The Nicholas 
Automatic Investment Plan actually invests on the 20th of each month (or on the 
alternate date specified by the investor).  Total market value includes
reinvestment of all distributions.


                 CAN YOU AFFORD NOT TO INVEST IN AN IRA?

        The maximum yearly IRA contribution is the lesser of $2,000 or 100% of 
your compensation.  Every year that you contribute this amount you may also 
deduct it from your Federal income taxes, unless you (or your spouse) are an 
eligible participant in an employer-sponsored retirement plan and your adjusted 
gross income exceeds certain limits as defined by the Internal Revenue Code. 
This deduction can lead to substantial savings, especially when you look at the
relationship between higher tax brackets and the net cost of investing.  The 
table below illustrates a schedule of tax brackets, resulting tax savings, and 
the net cost of investing $2,000 in an IRA, assuming full deductibility of your 
contributions.

<TABLE>
<CAPTION>                      
                      TABLE I
     
      Federal Tax    Federal Tax    Net Cost of Investing
      Brackets        Savings         $2,000 in an IRA
     ___________    ___________    _____________________
       <C>              <C>                <C>
         15%            $300               $1,700
         28%             560                1,440
         31%             620                1,380
         36%             720                1,280
       39.6%             792                1,208

</TABLE>

        Even if you are an eligible participant in an employer-sponsored 
retirement plan, you may still make a non-deductible IRA contribution (subject 
to the $2,000/100% of compensation limit).  Another tax advantage to investing 
in an IRA is that any amounts received from dividends, interest, etc., 
accumulate tax deferred, whether or not your contribution is fully deductible. 
Taxes will have to be paid when you receive distributions.  Finally, Table II 
shows the various amounts accumulated in an IRA under different annual rates of 
return, based on a $2,000 annual year end contribution.  These figures are 
purely hypothetical since investment returns are rarely constant year to year. 
Yet, one can get a good idea that investing in an IRA plan provides a good 
nest egg for retirement.

<TABLE>
<CAPTION>

                             TABLE II
                   Amounts accumulated in an IRA
                                   
                              Annual Rates of Return
                  ______________________________________________
     After             8%        10%         12%           15%
     ____           _______    _______     ________     ________
     <C>          <C>        <C>         <C>          <C>
     10 Years     $  28,973  $  31,874   $   35,096   $   40,606
     20 Years        91,524    114,550      144,104      204,880
     30 Years       226,566    328,980      482,660      869,480
     40 Years       518,113    885,180    1,534,180    3,558,000

</TABLE>
<PAGE>

Officers and Directors
ALBERT O. NICHOLAS
President and Director

ROBERT H. BOCK
Director

MELVIN L. SCHULTZ
Director

RICHARD SEAMAN
Director

DAVID L. JOHNSON
Executive Vice President

THOMAS J. SAEGER
Executive Vice President and Secretary

DAVID O. NICHOLAS
Senior Vice President

LYNN S. NICHOLAS
Senior Vice President

CHERYL L. KING
Treasurer and Vice President

CANDACE L. LESAK
Vice President

JEFFREY T. MAY
Vice President

JOHN J. O'HARE II
Vice President

KATHLEEN A. EVANS
Assistant Vice President

Custodian and Transfer Agent
FIRSTAR TRUST COMPANY
Milwaukee
(414) 276-0535







This report is submitted for the information of shareholders of the Fund.  It 
is not authorized for distribution to prospective investors unless preceded or 
accompanied by an effective prospectus.

<PAGE>

SEMIANNUAL REPORT





NICHOLAS II, INC.

700 North
Water Street
Milwaukee,
Wisconsin 53202


March 31, 1996



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