497 J SUBMISSION FOLLOW-UP
                     TO PREVIOUSLY SUBMITTED 485B POS
                   ACCESSION NUMBER 0000723455-98-000002

                           NICHOLAS II, INC.

                          

In accordance with Section 230.497 (j) of the Code of Federal Regulations
I hereby certify on behalf of the Nicholas II, Inc., that:

        (1)     the form of prospectus and statement of additional information
                that would  have been filed under paragraph (b) or (c) of this
                section would not  have differed  from that  contained in  the
                most recent  amendment  submitted on January 30, 1998, 11:52am
                EST   under the Investment Acts of 1940  and Securities Act of
                1933, and

        (2)     the  text  of   the  most  recent  amendment  has  been  filed 
                electronically


                                                        /s/ JEFFREY T. MAY
                                                        -------------------
                                                           Jeffrey T. May
                                                        Senior Vice President
                                                           and Treasurer



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