STRONG VARIABLE INS FDS INC
N-30D, 1996-08-21
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<PAGE>
THE STRONG 
          DISCOVERY FUND II

SEMI-ANNUAL REPORT - JUNE 30, 1996

[Photo of Family]
[Pie Chart]
[Bar Graph]

                       DESIGNED TO SEEK CAPITAL GROWTH BY
                      EMPHASIZING INVESTMENTS IN COMPANIES
                      WITH ATTRACTIVE GROWTH OPPORTUNITIES

                              [STRONG FUNDS LOGO]

                                  STRONG FUNDS

<PAGE>

                                  THE STRONG
                                DISCOVERY FUND II

                         SEMI-ANNUAL REPORT o JUNE 30, 1996

                               TABLE OF CONTENTS

INVESTMENT REVIEWS
       The Strong Discovery Fund II......................................2


FINANCIAL INFORMATION
       Schedule of Investments in Securities.............................4

       Statement of Operations...........................................7

       Statement of Assets and Liabilities...............................8

       Statement of Changes in Net Assets................................8

       Notes to Financial Statements.....................................9


FINANCIAL HIGHLIGHTS....................................................11




<PAGE>
The Strong  DISCOVERY FUND II
================================================================================
In managing  the Strong  Discovery  Fund II, we strive to provide our  investors
with long-term capital growth. We pursue our goal by investing  primarily in the
stocks  of  well-managed,  small-  and  mid-cap  growth  companies,  with a core
commitment   to  large,   established   companies  to  provide   stability   and
diversification.  To  identify  attractive  investments,  we  employ a  thorough
research  process  that  includes  on-site  visits to the  companies in which we
invest,  and frequent  discussions  with  management,  suppliers,  customers and
competitors.

On a  personal  level,  I try to add  value  by  drawing  on  over 30  years  of
investment  experience.  Through  the course of my career,  I've seen just about
every type of financial market  behavior,  from euphoria to utter negativity and
back again. At times, emotion can feed on emotion,  driving market cycles beyond
the highs and lows dictated by fundamental value. Historically,  when it appears
the market has gotten ahead of itself,  we've taken defensive  positions to help
protect  capital.  The  six-month  period ended June 30, 1996,  was one of those
times.


THE MARKET SWITCHES GEARS
The year began with  investors  basking in the glow of a great 1995. The S&P 500
had  gained  over  37%,  fueled  by  declining   long-term  interest  rates  and
skyrocketing corporate profits.*

Late  in  1995,  however,  it  appeared  to us that  the  economy  was  slowing,
increasing the  likelihood  that corporate  earnings would come under pressure,
and that interest  rates would trend still lower.  These factors  suggested that
bonds were becoming more attractive  relative to stocks,  and therefore we began
to increase our bond  exposure,  culminating  in a 36%  allocation  to long-term
Treasury bonds by the end of January.

In  February  and  March,  however,   surprisingly  strong  economic  indicators
suggested that the economy's  growth might be accelerating  rather than slowing.
At that point,  bonds  began  losing  ground  while  stocks  pushed  higher.  In
response, we reallocated assets back to the stock market, but as a result of the
prior  allocation and our reduced  exposure to common stocks during the market's
rally, the Fund posted a disappointing return of -2.31% for the first six months
of the year,  versus the broader  market's gain of 10.10% as measured by the S&P
500.(1)


THE IMPORTANCE OF FOCUS...
The Fund's charter gives us the  flexibility to allocate assets away from stocks
when we believe it is appropriate.  That said, our true strength has always been
stock selection.  We are stock pickers through and through - it's who we are and
what we do - and we believe our  highly-developed  stock selection process gives
us the greatest  opportunity to achieve  attractive  investment results over the
long term.

While  market  conditions  may  occasionally  prompt  us to  adopt  a  defensive
position,  we intend to focus on our stock selection process,  honing the skills
that have proven their value over time. That means...

+  VISITING  HUNDREDS OF COMPANIES A YEAR,  using our ability to judge character
   in talks  with  each  firm's  management,  suppliers  and  competitors  as we
   separate those who succeed from those who merely try.

+  EMPHASIZING  SOLID FIRMS that offer what we call a "razor  relationship,"  in
   that their products are used by consumers on a regular basis,  resulting in a
   predictable pattern of growth and earnings.

+  MAINTAINING A BROADLY  DIVERSIFIED  PORTFOLIO that offers the powerful growth
   potential  of small- and  mid-sized  companies,  but is built on a bedrock of
   large, established firms.

We believe  it's this  diligent  approach  that offers the most  potential as we
pursue our goal of long-term capital growth.

ASSET ALLOCATION
Based on net assets as of 6-30-96

Common Stocks                 92.6%
Convertible Corporate Bonds    0.4%
Short-Term Investments         7.0%

2
<PAGE>

 ...AND THE IMPORTANCE OF PERSPECTIVE
Earlier this year, the emotions of the market drove prices to unreasonably  high
levels.  Now, with interest rates moved up, investors are trying to evaluate the
ability of corporate America to sustain earnings. As a result, emotion may drive
prices down to unreasonably low levels.  To guard against this, nearly 7% of the
portfolio was positioned in cash and equivalent instruments at the end of June.

These near-term concerns aside, we encourage you to keep the market's volatility
in perspective.  Stocks have always had their cycles, and they always will. What
matters most is the overall economic picture, which appears positive for stocks.
The Federal  Reserve  seems  determined to maintain a balance of growth with low
inflation regardless of who is in the White House.

Moreover,  we expect the nation's savings rate to increase as baby boomers begin
saving for  retirement,  which  should  provide a solid flow of capital into the
stock market for years to come.  And, when we factor in the growth of capitalism
and free  market  economies  around the world,  and the  likelihood  that global
competition will keep inflation subdued,  we are encouraged by the prospects for
growth stocks over the next several years.

For our part, we will continue to use our disciplined investment process and our
vigorous  research  as we strive to add  long-term  value for our  shareholders.
Thank you for your continued confidence in the Strong Discovery Fund II.



Sincerely,


/s/ Richard S. Strong
Richard S. Strong
Portfolio Manager
[Photo of Richard S. Strong]

- --------------------------------------------------------------------------------
GROWTH OF AN ASSUMED $10,000 INVESTMENT                     AVERAGE ANNUAL   
from 5-8-92 to 6-30-96                                      TOTAL RETURNS(1) 
                                                                             
            The Strong              S & P 500                 as of 6-30-96   
          Discovery Fund II        Stock Index*                               
4-92           10,000                 10,000                    1-YEAR       
12-92          10,886                 10,680                    13.31%       
12-93          13,284                 11,756                                 
12-94          12,569                 11,911                    3-YEAR       
12-95          17,000                 16,387                    13.39%       
6-96           16,609                 18,043                                 
                                                            SINCE INCEPTION  
                                                              (on 5-8-92)    
                                                                13.01%       
                                                            
This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment in the Fund, made at its inception,  with a similar investment in the
Standard & Poor's 500 Stock Index ("S&P 500").  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.  To equalize time periods,
the indexes' performance was prorated for the month of May, 1992.
- --------------------------------------------------------------------------------
*    The S&P 500 is an  unmanaged  index  generally  representative  of the U.S.
     stock market. Source for the index data is Micropal.

1    Average annual total return and total return measure change in the value of
     an investment,  assuming  reinvestment  of all dividends and capital gains.
     Average annual total return reflects annualized change,  while total return
     reflects  aggregate  change.  The  Fund's  returns  include  the  effect of
     deducting  the Fund's  expenses,  but do not include  charges and  expenses
     attributable to any particular  insurance product.  Excluding such fees and
     expenses from the Fund's return quotations has the effect of increasing the
     performance quoted.

                                                                           3
<PAGE>


SCHEDULE OF INVESTMENTS IN SECURITIES                  June 30, 1996(Unaudited)
- --------------------------------------------------------------------------------
                                         SHARES OR      VALUE 
                                         PRINCIPAL    (NOTE 2)
                                          AMOUNT   (In Thousands)
- --------------------------------------------------------------------------------
COMMON STOCKS 92.6%
AEROSPACE & DEFENSE 1.0%
Greenwich Air Services, Inc. (b)           44,500    $   868
Northrop Grumman Corporation               20,200      1,376
Sundstrand Corporation                      3,350        123
                                                       -----
                                                       2,367
AIRLINE 0.5%
America West Airlines, Inc. Class B (b)    16,400        361
Midwest Express Holdings, Inc. (b)         15,800        507
UAL Corporation (b)                         4,200        226
                                                       -----
                                                       1,094
AUTO & TRUCK PARTS 0.3%
Keystone Automotive Industries, Inc. (b)   10,400        108
Strattec Security Corporation (b)           6,500        115
Thompson PBE, Inc. (b)                     46,600        559
                                                         ---
                                                         782
AUTOMOBILE 0.0%
Daihatsu Motor Company, Ltd.                6,000         39

BANK - MONEY CENTER 2.1%
The Bank of Tokyo - Mitsubishi            139,950      3,242
Chase Manhattan Corporation                 2,368        167
Citicorp                                    9,025        746
Dai-Ichi Kangyo Bank, Ltd. Japan           29,000        539
Long-Term Credit Bank of Japan             31,000        240
                                                       -----
                                                       4,934
BROKERAGE & INVESTMENT MANAGEMENT 1.0%
CWM Mortgage Holdings, Inc.                38,900        661
Nomura Securities Company, Ltd.            60,000      1,171
The Quick & Reilly Group, Inc.             16,762        545
                                                       -----
                                                       2,377
CHEMICAL 0.8%
FMC Corporation (b)                        28,900      1,886

CHEMICAL - SPECIALTY 1.5%
W.R. Grace & Company                       45,175      3,202
Great Lakes Chemical Corporation            1,600         99
Praxair, Inc.                               6,700        283
                                                       -----     
                                                       3,584
COMMERCIAL SERVICE 9.9%
Accustaff, Inc. (b)                       210,200      5,728
Amresco, Inc.                              12,500        214
Bacou U.S.A., Inc. (b)                     93,350      1,657
Career Horizons, Inc. (b)                 125,500      4,392
Consolidated Graphics, Inc. (b)            90,500      1,968
Corestaff, Inc. (b)                        31,300      1,401
Corrections Corporation America (b)         4,200        294
HealthPlan Services Corporation (b)         9,600        221
Iron Mountain, Inc. (b)                    70,000      1,470
Manpower, Inc.                             53,900      2,116
PIA Merchandising Services, Inc. (b)       47,600        690
Romac International, Inc. (b)              14,800        377
Sensormatic Electronics Corporation         9,625        158
Sheridan Healthcare, Inc. (b)             131,800      1,252
Sitel Corporation (b)                      11,450        481
Ultrak, Inc. (b)                           34,500        591
Vallen Corporation (b)                     22,600        395
                                                      ------           
                                                      23,405
COMPUTER - MAINFRAME 0.7%
International Business Machines 
  Corporation                              16,300      1,614

COMPUTER - PERIPHERAL EQUIPMENT 1.2%
Cerion Technologies, Inc. (b)              60,700        592
Micros Systems, Inc. (b)                   61,600      1,717
Security Dynamics Technologies, Inc. (b)    1,900        156
U.S. Robotics, Inc. (b)                     1,400        120
VideoServer, Inc. (b)                       4,400        172
                                                       -----
                                                       2,757
COMPUTER SERVICE 2.9%
America Online, Inc. (b)                   35,600      1,558
Electronic Data Systems Corporation        39,600      2,129
Fiserv, Inc. (b)                           24,000        720
Shared Medical Systems Corporation          2,000        128
Sykes Enterprises, Inc. (b)                45,100      2,221
                                                       -----     
                                                       6,756
COMPUTER SOFTWARE 6.1%
BMC Software, Inc. (b)                     40,450      2,417
CBT Group PLC ADR (b)                       8,700        402
Citrix Systems, Inc. (b)                    7,100        270
Cognos, Inc. (b)                           19,100        439
Computer Associates International, Inc.     8,800        627
Comshare, Inc. (b)                          4,600        143
Cybercash, Inc. (b)                        17,700        969
Electronic Arts, Inc. (b)                  25,500        682
Enterprise Systems, Inc. (b)                1,600         44
Excite, Inc. (b)                           41,300        346
Gemstar International Group, Ltd. (b)      62,100      1,863
Intuit, Inc. (b)                            2,300        109
McAfee Associates, Inc. (b)                35,325      1,731
Mechanical Dynamics, Inc. (b)               7,100        107
National Instruments Corporation (b)       24,800        558
Netscape Communications Corporation (b)     4,000        249
Platinum Technology, Inc. (b)              22,300        337
Powercerv Corporation (b)                  14,900        183
Saville Systems PLC Sponsored ADR (b)       9,600        265
Tecnomatix Technologies, Ltd. (b)          54,700      1,039
Vantive Corporation (b)                     4,700        157
Visio Corporation (b)                       5,300        191
Xylan Corporation (b)                      11,800        549
Zebra Technologies Corporation (b)         41,000        728
                                                      ------
                                                      14,405
COMPUTER SYSTEMS 2.5%
Imnet Systems, Inc. (b)                    44,800      1,366
LanVision Systems, Inc. (b)                 2,200         26
Oracle Systems Corporation (b)             11,100        438
System Software Associates, Inc.          207,862      3,534
Verifone, Inc. (b)                         12,650        534
                                                       -----          
                                                       5,898
CONSUMER - MISCELLANEOUS 0.5%
Canon, Inc.                                36,000        748
Service Corporation International           8,800        506
                                                       -----
                                                       1,254
COSMETIC & PERSONAL CARE 1.5%
Jenny Craig, Inc. (b)                      10,100        181
Parlux Fragrances, Inc. (b)               322,000      3,260
                                                       -----          
                                                       3,441
DIVERSIFIED OPERATIONS 0.0%
Allied Products Corporation                 1,900         54

ELECTRICAL EQUIPMENT 0.6%
Methode Electronics, Inc. Class A          49,700        845
Toshiba Corporation                        15,000        107
Westinghouse Electric Corporation          25,400        476
                                                       -----        
                                                       1,428
ELECTRONIC PARTS DISTRIBUTION 0.8%
Anixter International, Inc. (b)            13,700        204
Kent Electronics Corporation (b)           16,500        515
Marshall Industries (b)                    38,850      1,088
Richey Electronics, Inc. (b)                5,100         60
                                                       -----
                                                       1,867
4

See notes to financial statements.
<PAGE>
- --------------------------------------------------------------------------------
                                         SHARES OR      VALUE 
                                         PRINCIPAL    (NOTE 2)
                                          AMOUNT   (In Thousands)
- --------------------------------------------------------------------------------
ELECTRONIC PRODUCTS - MISCELLANEOUS 0.3%
General Motors Corporation Class H          4,300    $   258
Hitachi, Ltd.                              14,000        130
Universal Electronics, Inc. (b)            23,025        268
                                                         ---
                                                         656
ELECTRONICS - SEMICONDUCTOR/
  COMPONENT 0.6%
Computer Products, Inc. (b)                12,000        206
Intel Corporation                           6,600        485
Motorola, Inc.                              1,900        119
Transwitch Corporation (b)                 31,500        417
Uniphase Corporation (b)                    7,600        270
                                                       -----
                                                       1,497
FINANCE - MISCELLANEOUS 1.6%
American Express Company                    3,200        143
Checkfree Corporation (b)                  11,000        218
Medaphis Corporation (b)                   85,300      3,391
                                                       -----
                                                       3,752
HEALTHCARE - BIOMEDICAL/GENETIC 0.3%
Curative Technologies, Inc. (b)             2,000         53
Neurocrine Biosciences, Inc. (b)           85,100        755
                                                         ---   
                                                         808
HEALTHCARE - DRUG/DIVERSIFIED 3.9%
Dura Pharmaceuticals, Inc. (b)             72,000      4,032
Halsey Drug Company, Inc. (b)             172,300        991
Pharmacia & Upjohn, Inc.                   89,170      3,957
Teva Pharmaceutical Industries, Ltd. ADR    8,800        333
                                                       -----
                                                       9,313
HEALTHCARE - INSTRUMENTATION 1.4%
Biopsys Medical, Inc. (b)                  27,900        558
Datascope Corporation (b)                  70,500      1,251
FemRx, Inc. (b)                           115,100      1,244
St. Jude Medical, Inc. (b)                  8,225        276
                                                       -----          
                                                       3,329
HEALTHCARE - MEDICAL SUPPLY 6.1%
Cardinal Health, Inc.                      15,700      1,132
Cohr, Inc. (b)                              1,400         33
Dentsply International, Inc.               22,800        969
Gulf South Medical Supply, Inc. (b)        17,100        667
Laboratory Corporation of America 
  Holdings Warrants, Expire 4/28/00 (b)     9,801          5
McKesson Corporation                       56,600      2,696
Omnicare, Inc.                            100,400      2,661
Patterson Dental Company (b)                2,900        105
Henry Schein, Inc. (b)                     52,000      1,989
Steris Corporation (b)                     46,150      1,477
Sybron International Corporation (b)      106,775      2,669
                                                      ------ 
                                                      14,403
HEALTHCARE - PATIENT CARE 2.9%
Healthsource, Inc. (b)                     46,700        817
Humana, Inc. (b)                          131,100      2,344
Medpartners/Mullikin, Inc. (b)             81,200      1,695
Ornda Healthcorp (b)                       55,200      1,325
Raytel Medical Group (b)                   10,300        131
United Dental Care, Inc. (b)               12,800        541
                                                       -----
                                                       6,853
HEALTHCARE - PRODUCT 1.3%
Cytyc Corporation (b)                      60,700      1,571
Nellcor Puritan Bennett, Inc. (b)          25,100      1,217
Pall Corporation                           11,300        273
                                                       -----
                                                       3,061
HOUSEHOLD APPLIANCE & FURNISHINGS 1.0%
Fedders Corporation Class A               241,400      1,418
Matsushita-Kotobuki Electronics 
  Industries, Ltd.                          5,000        131
Tupperware Corporation (b)                 19,600        828
                                                       -----
                                                       2,377

HOUSING 0.1%
Southern Energy Homes, Inc. (b)            14,800        318

INSURANCE - PROPERTY & CASUALTY 0.4%
Risk Capital Holdings, Inc. (b)            52,800      1,036

LEISURE PRODUCT 2.6%
Custom Chrome, Inc. (b)                   104,300      2,803
Harley-Davidson, Inc.                      76,875      3,161
Hasbro, Inc.                                5,175        185
Metromedia International Group, Inc. (b)    4,700         58
                                                       -----
                                                       6,207
LEISURE SERVICE 3.0%
Carmike Cinemas, Inc. (b)                     900         24
Casino Data Systems (b)                    15,800        239
The Walt Disney Company                    50,850      3,197
Grand Casinos, Inc. (b)                    11,800        304
Harrahs Entertainment, Inc. (b)            13,950        394
MGM Grand, Inc. (b)                        32,000      1,276
Premier Parks, Inc. (b)                     2,600         57
Promus Hotel Corporation (b)                5,250        156
Sholodge, Inc. (b)                         33,900        424
Stratosphere Corporation (b)              153,050        918
                                                       -----
                                                       6,989
MACHINE TOOL 0.3%
Applied Power, Inc.                        26,500        742

MEDIA - PUBLISHING 0.3%
Scholastic Corporation (b)                  9,800        608

MEDIA - RADIO/TV 1.1%
Children's Broadcasting Corporation (b)    89,900        629
Clear Channel Communications, Inc. (b)     16,300      1,343
Evergreen Media Corporation Class A (b)    12,075        516
SFX Broadcasting, Inc. Class A (b)          1,300         51
Sinclair Broadcast Group, Inc. Class A (b)    500         22
                                                       ----- 
                                                       2,561
NATURAL GAS DISTRIBUTION 0.2%
WICOR, Inc.                                13,625        514

OFFICE AUTOMATION 3.9%
Danka Business Systems PLC 
  Sponsored ADR                           122,975      3,597
Nu-Kote Holding, Inc. Class A (b)         290,300      4,826
Xerox Corporation                          16,900        904
                                                       -----
                                                       9,327
OIL - NORTH AMERICAN EXPLORATION
  & PRODUCTION 4.8%
Cairn Energy USA, Inc. (b)                  4,100         59
Flores & Rucks, Inc. (b)                  160,525      5,538
Nuevo Energy Company (b)                    4,300        139
Triton Energy, Ltd. (b)                    62,525      3,040
Union Pacific Resources Group, Inc.        37,800      1,011
United Meridian Corporation (b)            41,400      1,491
                                                      ------      
                                                      11,278
OIL WELL EQUIPMENT & SERVICE 0.1%
Global Marine, Inc. (b)                    21,600        300
Pride Petroleum Services, Inc. (b)          4,350         62
                                                         ---
                                                         362
PAPER & FOREST PRODUCTS 0.4%
Fort Howard Corporation (b)                42,400        843

PERSONAL & COMMERCIAL LENDING 1.3%
Associates First Capital Corporation (b)   63,500      2,389
Mercury Finance Company                    33,225        424
National Auto Credit, Inc. (b)             33,160        377
                                                       -----
                                                       3,190
                                                                      5

See notes to financial statements.

<PAGE>
SCHEDULE OF INVESTMENTS IN SECURITIES (continued)       June 30, 1996(Unaudited)
- --------------------------------------------------------------------------------
                                         SHARES OR      VALUE 
                                         PRINCIPAL    (NOTE 2)
                                          AMOUNT   (In Thousands)
- --------------------------------------------------------------------------------
POLLUTION CONTROL 0.4%
Allied Waste Industries, Inc. (b)          87,100   $    773
United Waste Systems, Inc. (b)              4,200        135
                                                         ---   
                                                         908
RAILROAD 0.2%
Burlington Northern Santa Fe Corporation    4,473        362

RETAIL - DEPARTMENT STORE 1.2%
Federated Department Stores, Inc. (b)      80,175      2,736

RETAIL - DISCOUNT & VARIETY 1.1%
Consolidated Stores Corporation (b)        70,700      2,598

RETAIL - DRUG STORE 1.2%
Rite Aid Corporation                       98,700      2,936

RETAIL - FOOD CHAIN 0.1%
Whole Foods Marketing, Inc. (b)             5,300        140

RETAIL - RESTAURANT 1.5%
Casa Ole Restaurants, Inc. (b)             31,700        434
Longhorn Steaks, Inc. (b)                  25,500        637
Outback Steakhouse, Inc. (b)               19,050        657
Quality Dining, Inc. (b)                   34,600      1,133
Rainforest Cafe, Inc. (b)                  11,500        575
                                                       -----
                                                       3,436
RETAIL - SPECIALTY 9.1%
CUC International, Inc. (b)               362,575     12,871
Casey's General Stores, Inc.               11,100        221
Central Garden and Pet Company (b)        159,200      2,866
Claire's Stores, Inc.                      24,400        674
Corporate Express, Inc. (b)                52,700      2,108
Global Directmail Corporation (b)          16,200        640
Goody's Family Clothing, Inc. (b)          10,600        109
MSC Industrial Direct Company A (b)        17,500        564
Marks Brothers Jewelers, Inc. (b)          12,900        293
Movie Gallery, Inc. (b)                    51,100      1,073
Office Depot, Inc. (b)                      2,200         45
Staples, Inc. (b)                           7,800        152
                                                      ------
                                                      21,616
SHOE & APPAREL MANUFACTURING 0.1%
Sankyo Seiki Manufacturing (b)             17,000        140

TELECOMMUNICATION EQUIPMENT 1.4%
Belden, Inc.                               50,100      1,503
InterVoice, Inc. (b)                        2,300         46
Loral Space & Communications (b)           81,150      1,105
Nokia Corporation Sponsored ADR            18,100        670
                                                       -----
                                                       3,324
TELECOMMUNICATION SERVICE 3.7%
Comsat Corporation                        173,375      4,508
IDT Corporation (b)                        12,600        121
Intermedia Communications, Inc. (b)         2,400         78
LCI International, Inc. (b)                 8,500        267
McLeod, Inc. (b)                            2,600         62
Mobile Telecommunication Technologies
  Corporation (b)                          19,850        290
Paging Network, Inc. (b)                   32,300        775
Premiere Technologies, Inc. (b)            80,600      2,539
                                                       -----
                                                       8,640
TRANSPORTATION SERVICE 0.8%
Coach USA, Inc. (b)                        44,800        997
Fritz Companies, Inc. (b)                  13,100        422
Hub Group, Inc. Class A (b)                25,800        526
                                                       -----
                                                       1,945
                                                     -------          
TOTAL COMMON STOCKS (COST $216,346)                  218,747

CONVERTIBLE BONDS 0.4%
Bangkok Bank PCL Subordinated Notes,
 3.25%, Due 3/03/04 (Acquired 5/30/96;
 Cost $519)(c)                           $427,000       488
Corporate Express, Inc. Subordinated 
 Notes, 4.50%, Due 7/01/00 (Acquired 
 6/19/96; Cost $395) (c)                  395,000       391
                                                        ---         
TOTAL CONVERTIBLE BONDS (COST $913)                     879

SHORT-TERM INVESTMENTS (a) 6.7%
COMMERCIAL PAPER 6.5%
DISCOUNTED 6.3%
Newell Company, Due 7/01/96                15,000     15,000

INTEREST BEARING, DUE UPON DEMAND 0.2%
General Mills, Inc., 5.14%                    195        195
Johnson Controls, Inc., 5.17%                 153        153
Wisconsin Electric Power Company, 5.19%        10         10
                                                         ---
                                                         358
                                                      ------ 
Total Commercial Paper                                15,358

UNITED STATES GOVERNMENT ISSUES 0.2%
United States Treasury Bills:
  Due 9/19/96                             210,000        207
  Due 9/26/96                             360,000        356
                                                         ---   
                                                         563
                                                         ---
TOTAL SHORT-TERM INVESTMENTS
  (COST $15,921)                                      15,921
                                                     -------  
TOTAL INVESTMENTS IN SECURITIES
  (COST $233,180) 99.7%                              235,547
Other Assets and Liabilities, Net 0.3%                   754
                                                     -------  
NET ASSETS 100.0%                                   $236,301
                                                    ========


FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
- -------------------------------------------

                                                VALUE        UNREALIZED    
                              SETTLEMENT        IN USD       APPRECIATION   
                                 DATE       (In Thousands)  (In Thousands) 
- --------------------------------------------------------------------------------
 Sold:                                                                     
 732,530,000  JPY              8/13/96         ($6,724)         $340     
                                                                           
                                                            
                                                  PERCENTAGE OF
COUNTRY DIVERSIFICATION                           NET ASSETS
- --------------------------------------------------------------------------------
United States........................................  93.3%
Japan................................................   2.7%
United Kingdom.......................................   1.5%
Hong Kong............................................   1.0%
Israel...............................................   0.6%
Finland..............................................   0.3%
Ireland..............................................   0.3%
Other Assets and Liabilities, Net....................   0.3%
                                                      ------ 
Total                                                 100.0%
                                                      ====== 

LEGEND
- ------

(a)  Short-term  investments  include any security  which has a maturity of less
     than one year.
(b)  Non-income producing security.
(c)  Restricted security.

    All  principal  amounts and costs are stated in thousands.  
    Percentages are stated as a percent of net assets.

CURRENCY ABBREVIATIONS
- ----------------------
JPY    Japanese Yen

6

See notes to financial statements.


<PAGE>


STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
For the Six Months Ended June 30, 1996 (Unaudited)                                     (In Thousands)
<S>                                                                                       <C>    
INCOME:
   Dividends                                                                               $  421
   Interest                                                                                   931
                                                                                            ------
   Total Income                                                                             1,352

EXPENSES:
   Investment Advisory Fees                                                                 1,170
   Custodian Fees                                                                              76
   Shareholder Servicing Costs                                                                 80
   Other                                                                                       30
                                                                                            ------
   Total Expenses                                                                           1,356
                                                                                            ------
NET INVESTMENT LOSS                                                                            (4)

REALIZED AND UNREALIZED GAIN (LOSS):
    Net Realized Gain (Loss) on:
     Investments                                                                            9,463
     Futures Contracts, Options and Forward Foreign Currency Contracts                     (5,356)
   Change in Unrealized Appreciation/Depreciation on:
     Investments                                                                           (8,810)
     Futures Contracts, Options and Forward Foreign Currency Contracts                       (983)
     Foreign Currencies                                                                        (1)
                                                                                            ------ 

NET LOSS                                                                                   (5,687)
                                                                                           ------- 

NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS                                      ($5,691)
                                                                                          ======== 

                                                                                                            7
</TABLE>
                                            See notes to financial statements.


<PAGE>


STATEMENT OF ASSETS AND LIABILITIES
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
June 30, 1996 (Unaudited)
                                                                         (In Thousands, Except Per Share Amounts)
<S>                                                                                     <C>   
ASSETS:
   Investments in Securities, at Value (Cost of $233,180)                                $235,547
   Receivable from Brokers for Securities and
     Forward Foreign Currency Contracts Sold                                                5,464
   Dividends and Interest Receivable                                                          770
                                                                                         --------
   Total Assets                                                                           241,781

LIABILITIES:
   Payable to Brokers for Securities and
     Forward Foreign Currency Contracts Purchased                                           5,179
   Accrued Operating Expenses and Other Liabilities                                           301
                                                                                         --------
   Total Liabilities                                                                        5,480
                                                                                         --------
NET ASSETS                                                                               $236,301
                                                                                         ========


Capital Shares
   Authorized                                                                             300,000
   Outstanding                                                                             22,247

NET ASSET VALUE PER SHARE                                                                 $ 10.62
                                                                                          =======
</TABLE>



STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
For the Six Months Ended June 30, 1996 (Unaudited) and the Year Ended December 31, 1995

<S>                                                                                 <C>               <C>  
                                                                                            (In Thousands)
                                                                                    JUNE 30, 1996     DEC. 31, 1995
                                                                                    -------------     -------------
OPERATIONS:
   Net Investment Loss                                                               ($      4)       ($    587)
   Net Realized Gain                                                                     4,107           33,875
   Change in Unrealized Appreciation/Depreciation                                       (9,794)          15,183
                                                                                        -------          -------
   Increase (Decrease) in Net Assets Resulting from Operations                          (5,691)          48,471

CAPITAL SHARE TRANSACTIONS                                                              41,212           80,827

DISTRIBUTIONS:
   From Net Investment Income                                                           (3,498)              --
   In Excess of Net Investment Income                                                  (13,692)          (3,178)
   From Net Realized Gains                                                             (27,077)              --
                                                                                       --------         --------  
TOTAL INCREASE (DECREASE) IN NET ASSETS                                                 (8,746)         126,120

NET ASSETS:
   Beginning of Period                                                                 245,047          118,927
                                                                                       -------          -------
   End of Period                                                                      $236,301         $245,047
                                                                                      ========         ========

</TABLE>

8

                                            See notes to financial statements.



<PAGE>


NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

June 30, 1996 (Unaudited)

1.   ORGANIZATION
     The Strong Discovery Fund II is a diversified series of the Strong Variable
     Insurance Funds, Inc., an open-end management investment company registered
     under the Investment Company Act of 1940.

2.   SIGNIFICANT ACCOUNTING POLICIES
     The following is a summary of significant  accounting  policies followed by
     the Fund in the preparation of its 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  between  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  valuation  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 current value.

          The Fund 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 Fund generally
          bears the costs, if any, associated with the disposition of restricted
          securities.   Aggregate  cost  and  fair  value  of  these  restricted
          securities held at June 30, 1996 were as follows (in thousands):
             Aggregate Cost                     $914
             Aggregate Fair Value                879
             Percent of Net Assets                0.4%

     (B)  Federal Income and Excise Taxes and  Distributions  to Shareholders --
          It is the  Fund's  policy  to  comply  with  the  requirements  of the
          Internal Revenue Code applicable to regulated investment companies and
          to  distribute   substantially  all  of  its  taxable  income  to  its
          shareholders  in a manner  which  results  in no tax cost to the Fund.
          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)  Futures -- Upon entering into a futures contract,  the Fund pledges to
          the  broker  cash,  U.S.   government   securities  or  other  liquid,
          high-grade  debt  obligations  equal to the minimum  "initial  margin"
          requirements  of the exchange.  The Fund also receives from or pays 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.

     (E)  Options --  Premiums  received  by the Fund 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 Fund realizes
          a gain or loss, and the liability is eliminated. The Fund continues 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.

     (F)  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.

     (G)  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 Fund records
          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.


                                                                               9

<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
- --------------------------------------------------------------------------------
June 30, 1996 (Unaudited)

     (H)  Additional  Investment Risk -- The use of futures contracts,  options,
          foreign   denominated   assets,   forward  foreign  currency  exchange
          contracts  and other similar  instruments  for purposes of hedging the
          Fund's investment portfolio involves, to varying degrees,  elements of
          market risk in excess of the amount  recognized  in the  statement  of
          assets and liabilities. The predominant risk with futures contracts is
          an imperfect  correlation  between the value of the  contracts and the
          underlying securities.  Foreign denominated assets and forward foreign
          currency  exchange  contracts may involve  greater risks than domestic
          transactions,  including currency, political and economic,  regulatory
          and market risks.

     (I)  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 premium and discounts.

3.   NET ASSETS
     Net assets as of June 30, 1996 were as follows (in thousands):

     Capital Stock                                 $245,868
     Undistributed Net Investment Loss               (3,736)
     Undistributed Net Realized Loss                 (8,536)
     Net Unrealized Appreciation                      2,705
                                                   ---------
                                                   $236,301
                                                   =========

4.   CAPITAL SHARE TRANSACTIONS     
     Transactions  in shares of the Fund for the six months  ended June 30, 1996
     and the year ended December 31, 1995 were as follows (in thousands):

                                        1996                    1995
                                 -----------------       -----------------
                                 SHARES    DOLLARS       SHARES    DOLLARS
                                 ------    -------       ------    -------
     Shares Sold                 5,546     $67,687      11,517     $141,163
     Dividends Reinvested        4,087      44,241         240        3,176
     Shares Redeemed            (5,619)    (70,716)     (5,338)     (63,512)
                                ------     -------      ------      ------- 
                                 4,014     $41,212       6,419     $ 80,827
                                 =====     =======       =====     ========

5.   RELATED PARTY TRANSACTIONS
     Strong Capital Management, Inc. (the "Advisor"), with whom certain officers
     and  directors of the Fund are  affiliated,  provides  investment  advisory
     services to the Fund.  Investment  advisory fees,  which are established by
     terms of the Advisory  Agreement,  are based on an annualized rate of 1.00%
     of the average  daily net assets of the Fund.  Advisory fees are subject to
     reimbursement  by the  Advisor  if the  Fund's  operating  expenses  exceed
     certain levels.

     The  amount  payable  to the  Advisor  at June 30,  1996  and  unaffiliated
     directors'  fees for the six months ended June 30, 1996 were (in thousands)
     $199 and $3, respectively.

6.   INVESTMENT TRANSACTIONS

     The  aggregate  purchases  and sales of  long-term  securities  for the six
     months ended June 30, 1996 were as follows (in thousands):

     Purchases:
       U.S. Government and Agency                 $  298,315
       Other                                       1,262,183

     Sales:
       U.S. Government and Agency                    325,222
       Other                                       1,238,930

7.   INCOME TAX INFORMATION
     At June 30, 1996, the investment cost,  gross  unrealized  appreciation and
     depreciation on investments for Federal income tax purposes were as follows
     (in thousands):

     Aggregate Investment Cost                    $234,193
                                                  ========
     Aggregate Unrealized:
       Appreciation                               $ 17,669
       Depreciation                                (16,315)
                                                   ------- 
                                                  $  1,354
                                                  ========

10

<PAGE>


FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
The following presents  information  relating to a share of capital stock of the Fund, outstanding for the entire period.

                                                                1996(a)    1995       1994       1993      1992(b)             
                                                                ----       ----       ----       ----      ----                
<S>                                                          <C>        <C>        <C>       <C>         <C>       
NET ASSET VALUE, BEGINNING OF PERIOD                          $  13.44   $  10.07   $  11.54  $  10.15    $  10.00  
INCOME FROM INVESTMENT OPERATIONS                                                                                         
   Net Investment Income                                          0.13      (0.03)      0.10      0.05        0.04  
   Net Realized and Unrealized Gains (Losses) on Investments     (0.47)      3.58      (0.71)     2.09        0.78
                                                                 -----       ----      -----      ----        ----
TOTAL FROM INVESTMENT OPERATIONS                                 (0.34)      3.55      (0.61)     2.14        0.82
LESS DISTRIBUTIONS
   From Net Investment Income                                    (0.18)       --       (0.10)    (0.05)      (0.04)
   In Excess of Net Investment Income                            (0.72)     (0.18)     (0.43)    (0.70)         --
   From Net Realized Gains                                       (1.58)       --       (0.33)       --       (0.63)(c)
                                                                 -----      -----      -----     -----       -----    
TOTAL DISTRIBUTIONS                                              (2.48)     (0.18)     (0.86)    (0.75)      (0.67)
                                                                 -----      -----      -----     -----       ----- 
NET ASSET VALUE, END OF PERIOD                                $  10.62   $  13.44   $  10.07  $  11.54    $  10.15
                                                              ========   ========   ========  ========    ========

Total Return                                                     -2.3%     +35.3%      -5.4%     +22.0%      +8.9%

Net Assets, End of Period (In Thousands)                      $236,301   $245,047   $118,927  $ 71,938    $ 26,739
Ratio of Expenses to Average Net Assets                           1.1%*      1.3%       1.2%       1.3%       1.7%*
Ratio of Net Investment Income to Average Net Assets              0.0%*     (0.3%)      1.1%       0.5%       0.5%*
Portfolio Turnover Rate                                         725.3%     542.1%     662.5%     976.5%   1,149.6%
Average Commission Rate Paid(d)                                 $.0256

</TABLE>


  * Calculated on an annualized basis.
(a)  For the six  months  ended  June 30,  1996  (Unaudited).  Total  return and
     portfolio turnover rate are not annualized.
(b)  Inception date is May 8, 1992. Total return and portfolio turnover rate are
     not annualized.
(c)  Ordinary income distribution for tax purposes.
(d)  Disclosure  required,  effective  for  reporting  periods  beginning  after
     September 1, 1995.




                                                                              11

<PAGE>

NOTES
- --------------------------------------------------------------------------------



12

<PAGE>


                              [Strong Funds Logo]
                        STRONG FUNDS DISTRIBUTORS, INC.
                                 P.O. Box 2936
                           Milwaukee, Wisconsin 53201
                          http://www.strong-funds.com
                    Strong Funds offered by prospectus only

                                                                        3239F960



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