STRONG VARIABLE INS FDS INC
N-30D, 1997-09-05
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<PAGE>

================================================================================
THE STRONG
GROWTH FUND II

SEMI-ANNUAL REPORT o JUNE 30, 1997



       [PICTURE OF PIE CHART OF ASSET DIVERSIFICATION EMPHASIZING STOCKS]




                               [STRONG FUNDS LOGO]
                                  STRONG FUNDS

<PAGE>

================================================================================
THE STRONG
GROWTH FUND II

SEMI-ANNUAL REPORT o JUNE 30, 1997


                                TABLE OF CONTENTS


INVESTMENT REVIEW
     The Strong Growth Fund II ........................................... 2


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

     Statement of Assets and Liabilities ................................. 6

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

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

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


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


<PAGE>


THE STRONG GROWTH FUND II


WE'RE SEEING THE MARKET MOVE MORE TOWARD THE STYLE OF INVESTING THAT HAS ALLOWED
THIS FUND TO POST STRONG RETURNS IN THE RECENT PAST.

The Strong Growth Fund II seeks capital  growth.  The Fund invests  primarily in
equity  securities that the Fund's Advisor  believes have  above-average  growth
prospects.

=================================
        ASSET ALLOCATION
Based on net assets as of 6-30-97

[PIE CHART]

Stocks                 94.0%
Short-Term Investments  6.0%
=================================

===========================================
             TOP FIVE SECTORS  
               As of 6-30-97   
                   
  Sector             % of Net Assets       
- -------------------------------------------                                     
  Technology                   25.8%       
 ...........................................                                     
  Healthcare                   19.1%       
 ...........................................                                     
  Financial                    16.0%       
 ...........................................                                     
  Consumer Cyclical             8.4%       
 ...........................................                                     
  Retail                        8.3%       
 ...........................................

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


A NARROW, BUT BROADENING MARKET

The past six months have been challenging for Funds not solely tied to large-cap
stocks.  That's  because the market has been driven  primarily  by a rush to the
very  largest  companies  in the  market.  Even the S&P 500,  itself a  somewhat
exclusive group of 500 of the largest companies, has seen its performance driven
by just a handful of its biggest stocks.* Thus the benchmark has become less and
less reflective of what's happening in the broader market.
                                                    
What's very  positive is that we're  finally  seeing the market move more toward
the  style of  investing  that has  allowed  this Fund to post  strong  returns.
Perhaps the clearest evidence of this broadening of the market's strength is our
return for the second  quarter of this year,  a healthy  16.98%.  That's  only a
shade behind the S&P 500's return for the same period. Given that our return for
the six months ended June 30 is 13.70%,  it signifies a real  improvement in the
broader market--and in the type of stocks we pick.(1)


WHAT'S DRIVING THE FUND

A look at some of the  stocks,  sectors  and themes  that have driven our recent
performance shows much about the criteria we use as we invest.

o    Pharmaceuticals  maker  Warner-Lambert,  currently our largest holding, has
     been on a tear with the early  success of two new drugs,  Lipitor (for high
     blood  cholesterol)  and Rezulin (an oral diabetes  medication).  These are
     projected to become some of the fastest growing new drugs ever. We selected
     Warner-Lambert  not only for its  strong  fundamentals  and its  reasonable
     valuation,  but also for the strength and  improvement  we perceived in its
     competitive  position.  In addition to these two new products,  the company
     has  several  other  new  drugs  in the  pipeline,  as well as an  array of
     successful, established brands.

     Our investment in Warner-Lambert  also reflects one of the recurring themes
     of this Fund:  investing in health-care  related companies,  which stand to
     benefit  from the aging U.S.  population.  We continue to  overweight  this
     sector.

o    Kohl's,  a department  store chain,  is a smaller but still important stock
     for the Fund.  Based in our back yard in Menomonee  Falls,  Kohl's has been
     steadily  picking up steam.  Its  expansion in the  Washington-Philadelphia
     corridor has been successful,  and its comparable-store  sales have enjoyed
     double-digit growth. Our focus on the company's financial strength, and our
     direct,  on-site research,  helped us to select this stock at an attractive
     valuation.



================================================================================
                           FIVE LARGEST STOCK HOLDINGS
                                  As of 6-30-97

                                                               % OF NET
  SECURITY                     INDUSTRY                         ASSETS
- --------------------------------------------------------------------------------
  Warner-Lambert Company       Healthcare-Drug/Diversified       3.0%
 ................................................................................
  Danka Business Systems       Office Automation                 2.9%
  PLC Sponsored ADR
 ................................................................................
  HEALTHSOUTH Corporation      Healthcare-Patient Care           2.4%
 ................................................................................
  Pfizer, Inc.                 Healthcare-Drug/Diversified       2.3%
 ................................................................................
  Eli Lilly & Company          Healthcare-Drug/Diversified       2.1%
 ................................................................................

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

2
<PAGE>


o    Oil  services  and  drilling  has  been an  important  sector.  We've  been
     investing with this theme for some time, and it appears to us that it still
     has a  couple  of  years  left to run.  Driving  this  sector  has been new
     exploration;  as this activity has paid off with new oil  reserves,  it has
     added to these companies' earnings power.

o    We've also enjoyed  success as the market has favored other themes of ours,
     including technology and financials.

We ask investors to consider the Strong  Growth Fund II a long-term  investment,
and that's how we'll  continue to invest  ourselves.  We will stick with what we
consider  to be the best  strategy  for the  long  term--looking  among  small-,
medium-,  and large-cap companies for the highest-quality  firms with reasonable
valuations in sectors that are poised for growth.  We believe we have positioned
the portfolio to benefit from the  broadening of the bull market that has begun,
and that we anticipate will continue.

We thank you for your  investment with the Strong Growth Fund II, and appreciate
your  continued  support.  We look forward to helping you pursue your  important
financial goals for years to come.

[PHOTO OF RONALD C. OGNAR]

Sincerely,

/s/Ronald C. Ognar

Ron Ognar
Portfolio Manager


================================================================================
                     GROWTH OF AN ASSUMED $10,000 INVESTMENT
                            From 12-31-96 to 6-30-97
[GRAPH]

          Strong Growth           S & P 500            Lipper Growth      
             Fund II                Index               Funds Index       
             -------                -----               -----------       
                                                                          
12-96        10,000                 10,000                 10,000         
1-97         10,720                 10,625                 10,525         
2-97         10,320                 10,708                 10,444         
3-97         9,720                  10,268                  9,966         
4-97         10,110                 10,881                 10,404         
5-97         10,830                 11,544                 11,124         
6-97         11,370                 12,061                 11,540         

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") and the Lipper Growth Funds Index.
Results   include  the   reinvestment   of  all   dividends  and  capital  gains
distributions.  Performance is historical and does not represent future results.
Investment  returns and  principal  value vary,  and you may have a gain or loss
when you sell shares.
================================================================================
                                                   
                                                       TOTAL RETURN(1)
                                                        As of 6-30-97

                                                  Since Inception  13.70%
                                                    (on 12-31-96)
                                                  ==============================


*    The S&P 500 is an  unmanaged  index  generally  representative  of the U.S.
     stock market, without regard to company size. The Lipper Growth Funds Index
     is an  equally-weighted  performance  index  of the  largest  funds in this
     Lipper  category.  Source of the S&P index data is Micropal.  Source of the
     Lipper index data is Lipper Analytical Services, Inc.

1    Total return is not annualized and measures  aggregate  change in the value
     of an  investment in the Fund,  assuming  reinvestment  of  dividends.  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.  Including such insurance fees and expenses from the Fund's return
     quotations has the effect of decreasing the performance quoted.


                                                                               3
<PAGE>


SCHEDULE OF INVESTMENTS IN SECURITIES                  June 30, 1997 (Unaudited)
- --------------------------------------------------------------------------------

                                                    SHARES OR
                                                    PRINCIPAL     VALUE
                                                     AMOUNT     (NOTE 2)
- --------------------------------------------------------------------------------
COMMON STOCKS 94.0%
AIRLINE 1.0%
Midwest Express Holdings, Inc. (b)                     150      $ 4,106

BANK - MONEY CENTER 1.4%
Citicorp                                                50        6,028

BANK - REGIONAL 2.6%
First Bank System, Inc.                                100        8,537
Northern Trust Company                                  50        2,419
                                                               --------
                                                                 10,956
BANK - SUPER REGIONAL 0.7%
Norwest Corporation                                     50        2,813

BEVERAGE - SOFT DRINK 0.9%
PepsiCo, Inc.                                          100        3,756

BROKERAGE & INVESTMENT MANAGEMENT 2.2%
Franklin Resources, Inc.                               100        7,256
The Charles Schwab Corporation                          50        2,034
                                                               --------
                                                                  9,290
CHEMICAL 0.5%
Monsanto Company                                        50        2,153

COMMERCIAL SERVICE 2.3%
Accustaff, Inc. (b)                                    100        2,369
Outdoor Systems, Inc. (b)                              100        3,825
Romac International, Inc. (b)                          100        3,275
                                                               --------
                                                                  9,469
COMPUTER - PERSONAL & WORKSTATION 1.4%
Dell Computer Corporation (b)                           50        5,872

COMPUTER SERVICE 2.8%
Fiserv, Inc. (b)                                       100        4,462
National Data Corporation                               50        2,166
Sykes Enterprises, Inc. (b)                            200        5,200
                                                               --------
                                                                 11,828
COMPUTER SOFTWARE 7.5%
CBT Group PLC ADR (b)                                   50        3,156
Cisco Systems, Inc. (b)                                100        6,712
Great Plains Software, Inc. (b)                        100        2,700
McAfee Associates, Inc. (b)                            100        6,312
Microsoft Corporation (b)                               50        6,319
PeopleSoft, Inc. (b)                                    50        2,638
Visio Corporation (b)                                   50        3,525
                                                               --------
                                                                 31,362
CONSUMER - MISCELLANEOUS 0.8%
Service Corporation International                      100        3,287

DIVERSIFIED OPERATIONS 1.3%
Corning, Inc.                                          100        5,562

ELECTRICAL EQUIPMENT 0.9%
General Electric Company                                60        3,922

ELECTRONIC PARTS DISTRIBUTION 0.4%
Kent Electronics Corporation (b)                        50        1,834

ELECTRONICS - SEMICONDUCTOR/COMPONENT 5.1%
ASM Lithography Holding NV (b)                          50        2,925
Altera Corporation (b)                                 100        5,050
Applied Materials, Inc. (b)                             50        3,541
Intel Corporation                                       20        2,836
Teradyne, Inc. (b)                                     100        3,925
Uniphase Corporation (b)                                50        2,912
                                                               --------
                                                                 21,189
ENERGY - ALTERNATE SOURCE 0.8%
The AES Corporation (b)                                 50        3,538

FINANCE - MISCELLANEOUS 2.4%
American Express Company                               100        7,450
Nationwide Financial Services, Inc. Class A            100        2,656
                                                               --------
                                                                 10,106
HEALTHCARE - DRUG/DIVERSIFIED 8.1%
Abbott Laboratories                                     50        3,338
Eli Lilly & Company                                     80        8,745
Pfizer, Inc.                                            80        9,560
Warner-Lambert Company                                 100       12,425
                                                               --------
                                                                 34,068
HEALTHCARE - INSTRUMENTATION 1.9%
Medtronic, Inc.                                        100        8,100

HEALTHCARE - MEDICAL SUPPLY 3.8%
Amerisource Health Corporation Class A (b)             100        4,988
McKesson Corporation                                   100        7,750
Parexel International Corporation (b)                  100        3,175
                                                               --------
                                                                 15,913
HEALTHCARE - PATIENT CARE 4.2%
HEALTHSOUTH Corporation (b)                            400        9,975
Oxford Health Plans, Inc. (b)                           50        3,588
Vencor, Inc. (b)                                       100        4,225
                                                               --------
                                                                 17,788
HEALTHCARE - PRODUCT 1.0%
Guidant Corporation                                     50        4,250

HOUSEHOLD APPLIANCES & FURNISHINGS 1.8%
Sunbeam Corporation                                    200        7,550

INSURANCE - DIVERSIFIED 1.5%
Travelers Group, Inc.                                  100        6,306

INSURANCE - LIFE 1.5%
Hartford Life, Inc. Class A (b)                        100        3,750
Western National Corporation                           100        2,681
                                                               --------
                                                                  6,431
INSURANCE - MULTI-LINE 1.1%
MGIC Investment Corporation                            100        4,794

LEISURE SERVICE 3.3%
CapStar Hotel Company (b)                              200        6,400
Carnival Corporation Class A                           100        4,125
Wyndham Hotel Corporation (b)                          100        3,263
                                                               --------
                                                                 13,788
MEDIA - RADIO/TV 1.5%
Clear Channel Communications, Inc. (b)                 100        6,150

METAL PRODUCTS & FABRICATION 1.2%
Illinois Tool Works, Inc.                              100        4,994

OFFICE AUTOMATION 4.8%
Danka Business Systems PLC Sponsored ADR               300       12,263
Xerox Corporation                                      100        7,887
                                                               --------
                                                                 20,150
OIL - NORTH AMERICAN EXPLORATION &
  PRODUCTION 1.0%
Gulf Canada Resources, Ltd. ADR (b)                    500        4,156

OIL WELL EQUIPMENT & SERVICE 3.0%
Cooper Cameron Corporation (b)                         100        4,675
EVI, Inc. (b)                                          100        4,200
Schlumberger, Ltd.                                      30        3,750
                                                               --------
                                                                 12,625

                       See notes to financial statements.

4
<PAGE>


- --------------------------------------------------------------------------------
                                                   SHARES OR
                                                   PRINCIPAL     VALUE
                                                     AMOUNT     (NOTE 2)
- --------------------------------------------------------------------------------
PAPER & FOREST PRODUCTS 1.2%
Fort Howard Corporation (b)                            100     $  5,063

PERSONAL & COMMERCIAL LENDING 0.8%
Firstplus Financial Group (b)                          100        3,400

REAL ESTATE 1.6%
Patriot American Hospitality, Inc.                     100        2,550
Starwood Lodging Trust                                 100        4,269
                                                               --------
                                                                  6,819
RETAIL - DEPARTMENT STORE 1.3%
Kohl's Corporation (b)                                 100        5,294

RETAIL - DISCOUNT & VARIETY 3.6%
Consolidated Stores Corporation (b)                    125        4,344
Dollar General Corporation                             150        5,625
Dollar Tree Stores, Inc. (b)                            50        2,519
Shopko Stores, Inc.                                    100        2,550
                                                               --------
                                                                 15,038
RETAIL - DRUG STORE 1.3%
Walgreen Company                                       100        5,363

RETAIL - MAJOR CHAIN 0.8%
Wal-Mart Stores, Inc.                                  100        3,381

RETAIL - SPECIALTY 1.4%
The Home Depot, Inc.                                    50        3,447
Staples, Inc. (b)                                      100        2,325
                                                               --------
                                                                  5,772
SHOE & APPAREL MANUFACTURING 1.1%
Wolverine World Wide, Inc.                             150        4,556

TELECOMMUNICATION EQUIPMENT 3.1%
Lucent Technologies, Inc.                               50        3,603
Nokia Corporation Sponsored ADR                         50        3,687
Tellabs, Inc. (b)                                      100        5,588
                                                               --------
                                                                 12,878
TELECOMMUNICATION SERVICE 0.8%
WorldCom, Inc. (b)                                     100        3,200

TELEPHONE 1.2%
Cincinnati Bell, Inc.                                  160        5,040

TOBACCO 1.1%
Philip Morris Companies, Inc.                          100        4,438
                                                               --------
TOTAL COMMON STOCKS (COST $332,931)                             394,376

SHORT-TERM INVESTMENTS (a) 5.7%
COMMERCIAL PAPER 5.7%
INTEREST BEARING, DUE UPON DEMAND
Johnson Controls, Inc., 5.31%                      $ 1,100        1,100
Wisconsin Electric Power Company, 5.33%             22,800       22,800
                                                               --------
TOTAL SHORT-TERM INVESTMENTS (COST $23,900)                      23,900
                                                               --------
TOTAL INVESTMENTS IN SECURITIES
  (COST $356,831) 99.7%                                         418,276
Other Assets and Liabilities, Net 0.3%                            1,198
                                                               --------
NET ASSETS 100.0%                                              $419,474
                                                               ========



                                                     PERCENTAGE OF
COUNTRY DIVERSIFICATION                               NET ASSETS
- ------------------------------------------------------------------
United States ......................................... 93.5%
United Kingdom ........................................  2.9
Canada. ...............................................  1.0
Finland ...............................................  0.9
Ireland ...............................................  0.7
Netherlands ...........................................  0.7
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.

Percentages are stated as a percent of net assets.




                       See notes to financial statements.

                                                                               5
<PAGE>


STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
June 30, 1997 (Unaudited)


ASSETS:
   Investments in Securities, at Value (Cost of $356,831)        $418,276
   Receivable from Brokers for Securities Sold                      4,180
   Dividends and Interest Receivable                                  330
   Other Assets                                                    13,915
                                                                 --------
   Total Assets                                                   436,701

LIABILITIES:
   Payable to Brokers for Securities Purchased                      5,261
   Accrued Operating Expenses and Other Liabilities                11,966
                                                                 --------
   Total Liabilities                                               17,227
                                                                 --------
NET ASSETS                                                       $419,474
                                                                 ========

NET ASSETS CONSIST OF:
   Capital (par value and paid-in surplus)                       $361,563
   Accumulated Net Investment Loss                                 (1,155)
   Accumulated Net Realized Loss                                   (2,379)
   Net Unrealized Appreciation                                     61,445
                                                                 --------
   Net Assets                                                    $419,474
                                                                 ========

Capital Shares Outstanding (Unlimited Number Authorized)           36,888

NET ASSET VALUE PER SHARE                                          $11.37
                                                                   ======


                       See notes to financial statements.

6
<PAGE>


STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Six Months Ended June 30, 1997 (Unaudited)

INCOME:              
   Dividends                                                          $ 1,456
   Interest                                                             1,549
                                                                      -------
   Total Income                                                         3,005

EXPENSES:
   Investment Advisory Fees                                             2,060
   Custodian Fees                                                       7,629
   Shareholder Servicing Costs                                          1,150
   Legal Fees                                                           1,031
   Audit Fees                                                           1,451
   Reports to Shareholders                                              1,157
   Other                                                                  750
                                                                      -------
   Total Expenses before Waivers and Absorptions                       15,228
   Involuntary Waivers and Absorptions by Advisor                     (11,068)
                                                                      ------- 
   Expenses, Net                                                        4,160
                                                                      -------
NET INVESTMENT LOSS                                                    (1,155)

REALIZED AND UNREALIZED GAIN (LOSS):
   Net Realized Loss on Investments                                    (2,379)
   Change in Unrealized Appreciation/Depreciation on Investments       61,445
                                                                      -------
NET GAIN                                                               59,066
                                                                      -------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                  $57,911
                                                                      =======


                       See notes to financial statements.

                                                                               7
<PAGE>


STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
                                                              SIX MONTHS ENDED
                                                                JUNE 30, 1997
                                                                 (UNAUDITED)
                                                                 -----------
                                                                  (NOTE 1)
OPERATIONS:
   Net Investment Loss                                           ($  1,155)
   Net Realized Loss                                                (2,379)
   Change in Unrealized Appreciation/Depreciation                   61,445
                                                                  --------
   Increase in Net Assets Resulting from Operations                 57,911

CAPITAL SHARE TRANSACTIONS:
   Proceeds from Shares Sold                                       511,580
   Payment for Shares Redeemed                                    (150,017)
                                                                  -------- 
   Increase in Net Assets from Capital Share Transactions          361,563
                                                                  --------
TOTAL INCREASE IN NET ASSETS                                       419,474

NET ASSETS:
   Beginning of Period                                                 ---
                                                                  --------
   End of Period                                                  $419,474
                                                                  ========

TRANSACTIONS IN SHARES OF THE FUND:
   Sold                                                             51,115
   Redeemed                                                        (14,227)
                                                                    ------ 
   Net Increase                                                     36,888
                                                                    ======


                       See notes to financial statements.

8
<PAGE>


NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
June 30, 1997 (Unaudited)

1.   ORGANIZATION
     The Strong Growth Fund II commenced operations on December 31, 1996, and 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 at the last
          reported  sales  price.  Debt  securities  not  traded on a  principal
          securities  exchange are valued  through  valuations  obtained  from a
          commercial  pricing  service,  otherwise  sale or bid prices are used.
          Securities for which market quotations are not readily available, when
          held by the Fund, 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.

     (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 or other  investments  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, 1997 (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)  Use of  Estimates  --  The  preparation  of  financial  statements  in
          conformity  with generally  accepted  accounting  principles  requires
          management to make estimates and assumptions  that affect the reported
          amounts of assets and liabilities and disclosure of contingent  assets
          and  liabilities  at the  date of the  financial  statements,  and the
          reported  amounts  of  increases  and  decreases  in net  assets  from
          operations  during the reporting  period.  Actual results could differ
          from those estimates.

     (J)  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.   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. The investment  advisory fee, which is established by
     terms of the Advisory Agreement, is 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 Fund may invest  cash  reserves in money  market  funds  sponsored  and
     managed by Strong Capital Management, Inc., subject to certain limitations.
     The  terms of such  transactions  are  identical  to  those of  non-related
     entities  except that, to avoid  duplicate  investment  advisory  fees, the
     Advisor  remits to the Fund an amount equal to all fees otherwise due to it
     under its  investment  advisory  agreement for the assets  invested in such
     money market funds.

     The  amount  payable  to the  Advisor  at June 30,  1997  and  unaffiliated
     directors' fees,  excluding the effects of waivers and reimbursements,  for
     the six months ended June 30, 1997, were $11,544 and $750, respectively.

4.   INVESTMENT TRANSACTIONS
     The  aggregate  purchases  and sales of  long-term  securities  for the six
     months ended June 30, 1997, were $973,461 and $640,148, respectively.

5.   INCOME TAX INFORMATION
     At June 30, 1997,  the cost of investments in securities for federal income
     tax purposes was $358,074.  Net unrealized  appreciation  of securities was
     $60,202,  consisting of gross  unrealized  appreciation and depreciation of
     $62,206 and $2,004, respectively.


10

<PAGE>

<TABLE>

FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------------------------------------------------

<CAPTION>
 
                                                         SELECTED PER-SHARE DATA (a)
                   -----------------------------------------------------------------------------------------------------
                                INCOME FROM INVESTMENT OPERATIONS                LESS DISTRIBUTIONS                      
                              --------------------------------------   -------------------------------------                        
                   Net Asset               Net Realized     Total                  In Excess                  Net Asset       
                     Value,      Net      and Unrealized     from       From Net     of Net                     Value,         
                   Beginning  Investment    Gains on      Investment   Investment  Investment     Total         End of 
                   of Period     Loss      Investments    Operations     Income      Income    Distributions    Period 

<S>                  <C>       <C>            <C>           <C>           <C>         <C>          <C>          <C>
June 30, 1997 (b)    $10.00    ($0.03)        $1.40         $1.37         ---         ---          ---          $11.37
</TABLE>

<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS (Continued)
   
                                          RATIOS AND SUPPLEMENTAL DATA                 
                    -----------------------------------------------------------------------                                         
                                  Net                  Ratio of Net                    
                                Assets,     Ratio of    Investment                Average    
                                End of      Expenses      Income     Portfolio   Commission  
                    Total     Period (In   to Average   to Average    Turnover      Rate
                    Return    Thousands)   Net Assets   Net Assets      Rate        Paid
                                                                                                
<S>                 <C>         <C>           <C>         <C>          <C>         <C>       
June 30, 1997 (b)   +13.7%      $419          2.0%*       -0.6%*       177.5%      $0.0660   

</TABLE>

  *  Calculated on an annualized basis.
(a)  Information  presented  relates  to a share  of  capital  stock of the Fund
     outstanding for the entire period.
(b)  For the six  months  ended  June 30,  1997.  (Unaudited)  Total  return and
     portfolio turnover rate are not annualized.


                                                                              11
<PAGE>


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

12

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

                                    OFFICERS
                    Richard S. Strong, Chairman of the Board
                            John Dragisic, President
                       Lawrence A. Totsky, Vice President
                         Thomas P. Lemke, Vice President
                         John S. Weitzer, Vice President
              Stephen J. Shenkenberg, Vice President and Secretary
                           John A. Flanagan, Treasurer

                               INVESTMENT ADVISOR
                         Strong Capital Management, Inc.
                    P.O. Box 2936, Milwaukee, Wisconsin 53201
                    
                                    CUSTODIAN
                              Firstar Trust Company
                    P.O. Box 701, Milwaukee, Wisconsin 53201
                  
                                     AUDITOR
                            Coopers & Lybrand L.L.P.
              411 East Wisconsin Avenue, Milwaukee, Wisconsin 53202

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



<PAGE>



                                  [STRONG LOGO]

                         STRONG FUNDS DISTRIBUTORS, INC.
                   P.O. Box 2936 o Milwaukee, Wisconsin 53201            5526G97
                  Strong Funds are offered by prospectus only.





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