STRONG VARIABLE INS FDS INC
N-30D, 1997-03-03
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<PAGE>
                                   THE STRONG
                           INTERNATIONAL STOCK FUND II
                        ANNUAL REPORT o DECEMBER 31, 1996



[MAP OF WORLD]
[PHOTO OF FAMILY]




                        DESIGNED TO SEEK CAPITAL GROWTH
                        BY INVESTING PRIMARILY IN STOCKS
                           OF FOREIGN-BASED COMPANIES


                                 [STRONG LOGO]
                                  STRONG FUNDS
<PAGE>


                                   THE STRONG
                           INTERNATIONAL STOCK FUND II
                        ANNUAL REPORT o DECEMBER 31, 1996

                                TABLE OF CONTENTS


INVESTMENT REVIEW
     The Strong International Stock Fund II .............................  2


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

     Statement of Operations ............................................  8

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

     Statement of Changes in Net Assets .................................  9

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


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

REPORT OF INDEPENDENT ACCOUNTANTS ....................................... 12


<PAGE>


THE STRONG INTERNATIONAL STOCK FUND II

WE TEND TO USE A "BOTTOM UP" APPROACH-WE PLACE MORE EMPHASIS ON THE STRENGTH AND
POTENTIAL OF  INDIVIDUAL  COMPANIES  THAN ON THE  TEMPORARY  ENVIRONMENT  OF THE
COUNTRIES IN WHICH WE INVEST.

By  investing  primarily  in the stocks of  companies  based  outside the United
States, the Strong  International Stock Fund II pursues capital growth. The Fund
provides convenient access to growth opportunities worldwide that, when compared
to a U.S.-only portfolio, may increase return potential.

But from June through October, many international stock markets began to falter.
Asia was particularly  hard hit,  primarily due to political worries in Thailand
and Indonesia,  and a cooling off of earnings and exports throughout the Pacific
Rim.

ASSET ALLOCATION
Based on net assets as of 12-31-96
[PIE CHART]

Stocks                   86.0%
Short-Term Investments   11.6%
Bonds                     1.2%
Convertible Securities    1.2%


INTERNATIONAL STOCKS END HIGHER
On the whole, 1996 was a decent year for international stocks. The Fund finished
the year with a return of 10.38%,  which compared  favorably with  international
stocks in general,  as measured by the MSCI EAFE(TM)  Index's*  6.05% return for
the same period.(1)

This  overall  performance  masks a somewhat  difficult  year for  international
investors,  however.  During  the first six  months of the year,  foreign  stock
markets  sustained a broad rally,  particularly in Asia. The Fund's  substantial
weighting in Asia contributed to a gain of 13.46% for the period,  compared to a
gain of 4.52% for the MSCI EAFE(TM) Index.(1)


     FIVE LARGEST HOLDINGS BY COUNTRY
    Based on net assets as of 12-31-96


  Japan                                     9.6%
- ------------------------------------------------
  Australia                                 9.4%
- ------------------------------------------------
  New Zealand                               5.9%
- ------------------------------------------------
  Indonesia                                 5.3%
- ------------------------------------------------
  Malaysia                                  4.4%
- ------------------------------------------------
Please see the Schedule of Investments in Securities for a complete listing of
the Fund's portfolio.


WE STAYED TRUE TO OUR STRATEGY
As you may be aware, we tend to use a "bottom-up"  approach to stock  investing.
While global economic climates  certainly play a part in our selection  process,
we place more  emphasis on the strength and  potential of  individual  companies
than on the  temporary  environment  of the  countries in which we invest.  This
approach  helps us find  attractive  opportunities  in places  that  others  may
overlook.

o PACIFIC  RIM  - As  stated  earlier,  Pacific  Rim  markets  helped  the  Fund
  outperform  the  benchmark  during  the first  half of the  fiscal  year,  and
  hindered its performance during the second half.  Concerns about these markets
  arose when their annual growth rates declined from 8%-9% to approximately  6%.
  We believe the  downdraft in Asian markets will be  short-lived,  however...6%
  annual growth is still  attractive,  and these markets now appear to represent
  an even better value.

o EUROPE - While Europe certainly did not appear to have the growth potential of
  the Pacific Rim, many of the  portfolio's  best performers were in Europe - an
  illustration  of our "bottom-up"  approach in action.  Such stocks held during
  the year included  Tomra,  a  Norway-based  firm that  manufactures  recycling
  machines for use by the public, and Simint, an Italian franchiser for Armani.

o LATIN  AMERICA - We continue to  underweight  Mexico and some of the  emerging
  markets in Latin America.  While a few of these markets  performed well during
  the fiscal year, we believe opportunities  elsewhere remain just as attractive
  and less potentially volatile.


         FIVE LARGEST STOCK HOLDINGS
      Based on net assets as of 12-31-96


  SECURITY                       % OF NET ASSETS
- ------------------------------------------------
  Gemina Spa                                1.5%
- ------------------------------------------------
  Cinema Plus, Ltd.                         1.2%
- ------------------------------------------------
  Malaysian Resources Corporation BHD       1.2%
- ------------------------------------------------
  Trade House GUM Sponsored ADR             1.1%
- ------------------------------------------------
  Games Workshop Group PLC                  1.1%
- ------------------------------------------------
Please see the Schedule of Investments in Securities for a complete listing of
the Fund's portfolio.

In our selections,  we tended to emphasize small and mid-sized companies.  These
companies tend to be very good at their  particular  business,  which gives them
outstanding growth potential. In addition,  because they are relatively obscure,
we have an opportunity to buy them for less than a more widely-followed
company. Thus, our research can help add potential value to the portfolio.

2
<PAGE>
OPPORTUNITIES REMAIN IN GLOBAL MARKETS
Foreign stock markets as a whole have  underperformed the U.S. market for nearly
two  years.  So a  sense  of  impatience  on  the  part  of  U.S.  investors  is
understandable.  However,  investors  must  remember  that  patience  is  a  key
ingredient  for success when  investing in foreign  markets.  We don't know when
they may begin to  outperform  domestic  markets,  but we do know that there are
outstanding   values  now   available   internationally.   We  believe  this  is
particularly true for small and mid-cap stocks.

In  addition,  the reasons  that make  international  investing  compelling  for
long-term investors remain in place:

o With the U.S.  market at an all-time high, we believe  investors both here and
  abroad may be prompted to look elsewhere for greater growth  potential,  which
  should help drive international stock prices higher.
o Many of these  markets  continue  to grow  more  than  twice as fast as mature
  markets.
o Investors have the potential to increase  returns and lower overall  portfolio
  volatility by diversifying a U.S.-only stock portfolio internationally.

As  always,  keep in mind  that the Fund is likely  to be more  volatile  than a
U.S.-only fund,  owing to changes in stock market  conditions,  currency values,
interest rates,  local  regulations and economic and political  conditions.  But
given the value currently available in international markets, we believe foreign
equities offer long-term investors an attractive opportunity.

We thank  you for your  support  and look  forward  to  earning  your  continued
confidence.

Sincerely,



/s/ Anthony L.T. Cragg
Anthony L.T. Cragg
Portfolio Manager

[PHOTO OF ANTHONY L.T. CRAGG]

- --------------------------------------------------------------------------------
                                                      AVERAGE ANNUAL     
                                                     TOTAL RETURNS(1)    
                                                      As of 12-31-96     
                                                                         
                                                 1-year            10.38%
                                                                         
                                                 Since Inception   10.97%
                                                 (on 10-20-95)           
                                                 


GROWTH OF AN ASSUMED $10,000 INVESTMENT
From 10-20-95 to 12-31-96
[GRAPH]
               THE STRONG           MSCI            Lipper
              INTERNATIONAL       EAFE(TM)      International 
              STOCK FUND II        Index*        Funds Index* 
9-95            $10,000           $10,000          $10,000
12-95            10,261            10,491           10,321
3-96             10,964            10,794           10,776
6-96             11,642            10,965           11,217
9-96             11,196            10,951           11,227
12-96            11,327            11,126           11,810
                                                  
This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment in the Fund, made at its inception,  with similar  investments in the
Morgan Stanley Capital  International  Europe,  Australasia,  and Far East Index
("MSCI EAFE(TM)") and the Lipper  International 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.  To
equalize time periods,  the indexes'  performance  was prorated for the month of
October 1995.
- --------------------------------------------------------------------------------

*    The MSCI EAFE(TM) is an unmanaged index generally  representative  of major
     overseas stock markets.  MSCI EAFE(TM) data is dollar-adjusted.  The Lipper
     International Funds Index is an  equally-weighted  performance index of the
     largest qualifying funds in this category. Source of the MSCI index data is
     Micropal.  Source of the Lipper index data is Lipper  Analytical  Services,
     Inc.

1    Average annual total return and total return measure change in the value of
     an  investment  in the Fund,  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.  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                          December 31, 1996
- --------------------------------------------------------------------------------
                                                   SHARES OR     VALUE
                                                   PRINCIPAL   (NOTE 2)
                                                    AMOUNT  (In Thousands)
- --------------------------------------------------------------------------------
COMMON STOCKS 82.6%
ARGENTINA 1.3%
Quilmes Industrial SA ADR                           34,000       $  310
YPF Sociedad Anonima ADR                            25,000          631
                                                                 ------
                                                                    941
AUSTRALIA 8.4%
Aberfoyle, Ltd.                                    122,618          314
Australian Tourism Group                           500,000          334
Bank of Melbourne, Ltd.                             38,176          259
Cinema Plus, Ltd. (b)                            1,313,000          918
MIM Holdings, Ltd.                                 281,618          394
Normandy Mining, Ltd.                              440,000          608
Novus Petroleum, Ltd.                              313,169          717
Oil Search, Ltd.                                    90,000          175
Orogen Minerals, Ltd. GDR (Acquired 10/31/96;
  Cost $245) (b) (c)                                15,500          360
Polartechnics, Ltd. (b)                            251,000          509
Sea World Property Trust                           213,000          281
Sydney Aquarium, Ltd.                              223,900          640
Sydney Harbour Casino Holdings, Ltd. (b)           104,000          160
Western Mining Corporation, Ltd.                   102,650          647
                                                                 ------
                                                                  6,316
AUSTRIA 0.3%
Flughafen Wien AG                                    3,800          194

BELGIUM 0.8%
Algemene Maatschappij Voor
  Nijverheidskredit Almanij                          1,300          426
Audiofina                                            4,000          189
                                                                 ------
                                                                    615
BRAZIL 0.8%
Companhia Vale do Rio Doce Sponsored ADR            29,000          562
Usinas Siderurgicas de Minas Gerais
  Sponsored ADR                                      6,200           63
                                                                 ------
                                                                    625
CANADA 0.5%
Chapters, Inc. (Acquired 12/17/96-12/24/96;
  Cost $362) (b) (c)                                30,200          386

CHILE 0.3%
Five Arrows Chile Investment Trust, Ltd.            92,000          258

CHINA 1.3%
The China Fund, Inc.                                52,400          688
Ek Chor China Motorcycle Company, Ltd.               3,200           24
Shandong Huaneng Power Company, Ltd. ADR            29,000          283
                                                                 ------
                                                                    995
EGYPT 2.2%
Egypt Investment Company, Ltd. (b)                  50,000          644
Misr Oil & Soap Company (b)                         33,000          284
Nile for Matches (b)                                23,715          194
Suez Cement (b)                                     35,103          570
                                                                 ------
                                                                  1,692
FRANCE 3.0%
Accor SA                                             4,300          544
Assurances Generales de France                       3,000           97
Club Mediterranee SA                                 5,850          380
Europe 1 Communication                               1,000          212
Louis Dreyfus Citrus (b)                            11,000          360
Pathe SA (b)                                         1,700          410
Sabeton SA (b)                                       1,800          257
                                                                 ------
                                                                  2,260
GERMANY 0.5%
Leica Camera AG (b)                                 11,000          343

GHANA 0.5%
Ashanti Goldfields Company, Ltd. GDR                28,500          353

HONG KONG 3.7%
CDL Hotels International, Ltd.                   1,319,668          755
China Overseas Land & Investment, Ltd.             384,000          195
Hong Kong Land Holdings, Ltd.                      254,398          707
Jardine Strategic Holdings, Ltd.                    96,000          348
Peregrine Investment Holdings, Ltd.                198,000          339
Peregrine Investment Holdings, Ltd. Warrants,
  Expire 5/15/98 (b)                                 9,500            3
C.P. Pokphand Company                              700,000          274
VTech Holdings, Ltd.                               108,000          194
                                                                 ------
                                                                  2,815
HUNGARY 0.4%
Hungarian Investment Company, Ltd. (b)               3,600          313

INDIA 0.2%
Industrial Credit & Investment Corporation, Ltd.
  GDR (Acquired 8/02/96; Cost $92)(b)(c)             8,000           78
IS Himilayan Fund NV (b)                             7,200           93
                                                                 ------
                                                                    171
INDONESIA 5.3%
Bank Bali PT (Fgn Reg)                              94,000          235
Bank Tiara Asia PT (Fgn Reg)                       167,000          180
Ciputra Development PT (Fgn Reg)                   358,000          371
Davomas Abadi PT (Fgn Reg)                         490,000          441
Daya Guna Samudera PT (Acquired 10/16/96;
  Cost $110) (b) (c)                               130,000          151
Jaya Real Property PT (Fgn Reg)                    140,000          196
Kalbe Farma PT (Fgn Reg)                           220,000          252
Komatsu Indonesia PT (Fgn Reg)                     456,000          304
Lippo Life Insurance PT (Fgn Reg)                  275,000          253
Modern Photo Film Company PT (Fgn Reg)              72,000          229
Semen Cibinong PT (Fgn Reg)                         59,000          166
Semen Gresik PT (Fgn Reg)                          199,000          641
Tambang Timah PT GDR                                 7,200          130
Tambang Timah PT GDR (Acquired
  1/26/96-3/06/96; Cost $267) (c)                   18,000          325
Van Der Horst, Ltd. (Fgn Reg)                       70,000           71
                                                                 ------
                                                                  3,945
IRELAND 0.3%
First Ireland Investment Company                   100,000          217

ISRAEL 0.4%
Koor Industries, Ltd. ADR                           18,000          306

ITALY 3.7%
Arnoldo Mondadori Editore Spa                       19,800          162
De Rigo Spa ADR (b)                                 14,400          131
Gemina Spa (b)                                   2,350,000        1,154
Pininfarina Spa                                     14,000          148
STET - Societa' Finanziaria Telefonica PA           90,000          409
Simint Spa (b)                                     147,000          536
Zucchini Spa (b)                                    27,000          222
                                                                 ------
                                                                  2,762
JAPAN 9.6%
Canon Sales Company, Inc.                           11,000          245
Chubu Steel Plate Company, Ltd.                     76,000          406
Daiwa House Industry Company, Ltd. Warrants,
  Expire 10/30/97 (b)                                  360           20
Descente, Ltd.                                      30,000          173
Diamond City Company                                24,000          179
Eiden Sakakiya Company, Ltd. Warrants,
  Expire 11/30/99 (b)                                  120           53

                       See notes to financial statements.

4
<PAGE>
- --------------------------------------------------------------------------------

                                                   SHARES OR     VALUE
                                                   PRINCIPAL   (NOTE 2)
                                                    AMOUNT  (In Thousands)
- --------------------------------------------------------------------------------
Heiwa                                               14,000       $  220
Higashi Nihon House                                 13,000          167
Horipro, Inc.                                       25,000          239
Imagineer Company, Ltd. (b)                          6,000          362
Ishikawajima Harima Heavy Industries
  Company, Ltd.                                     51,000          227
Japan Cash Machine Company, Ltd.                    19,000          313
Japan Industrial Land Development                    6,100          116
Marubeni Corporation                                68,000          292
Mitsubishi Corporation                              39,000          404
Mitsui Fudosan                                      42,000          420
Morgan Stanley Group, Inc. Nikkei 225 Index
  Call Warrants, Expire 8/15/97 (b)                 25,000           97
Nichiha                                             17,000          301
Nippon Felt Company, Ltd.                           37,000          185
Nippon Shinpan Company                              39,000          219
Nomura Securities Company, Ltd.                     17,000          255
OJI Paper Company, Ltd. Warrants,
  Expire 7/30/98 (b)                                   120           39
Ohmoto Gumi Company, Ltd.                            9,700          145
Powdertech                                          22,000          239
Roland                                              15,000          255
SXL Corporation Warrants, Expire 2/26/99 (b)         1,100           44
Shinseido Company, Ltd.                             22,000          173
Shiseido Company, Ltd.                              22,000          254
Shochiku Warrants, Expire 12/29/99 (b)                 170           72
Sony Music Entertainment, Inc.                       6,300          249
TOC Company, Ltd.                                   36,000          320
Takihyo Company, Ltd.                               14,000          169
Toho Company                                         2,700          391
                                                                 ------
                                                                  7,243
MALAYSIA 4.4%
Batu Kawan BHD                                     106,000          222
Highlands & Lowlands BHD                           211,000          353
IJM Corporation BHD `A'                            183,000          431
Kumpulan Guthrie BHD                               223,000          396
Malaysian Resources Corporation BHD                223,000          879
Rashid Hussain BHD                                  26,000          172
Sime UEP Properties BHD                            100,000          257
TA Enterprise BHD                                  214,000          283
Technology Resources Industries BHD (b)            161,000          318
                                                                 ------
                                                                  3,311
MEXICO 0.4%
Mexico Fund                                         22,000          330

NAMIBIA 0.1%
Namibia Breweries                                  175,300           97

NETHERLANDS 1.5%
KLM Royal Dutch Airlines                            13,500          376
Philips Electronics NV ADR                          18,600          744
                                                                 ------
                                                                  1,120
NEW ZEALAND 3.7%
AFFCO Holdings, Ltd.                               161,901           71
CDL Hotels New Zealand, Ltd. (b)                   680,000          240
Corporate Investments, Ltd. (b)                    766,000          357
Direct Capital Partners, Ltd.                      156,000           85
Evergreen Forests, Ltd. (b)                      1,326,000          557
Guinness Peat Group PLC                          1,214,741          703
Shortland Properties, Ltd.                       1,138,000          787
                                                                 ------
                                                                  2,800
NORWAY 1.2%
Alvern Norway AS (b)                                44,709          596
Schibsted Group AS                                  15,500          286
                                                                 ------
                                                                    882
PAKISTAN 0.5%
Pakistan Investment Fund, Inc.                      74,000          379

PERU 1.1%
Compania de Minas Buenaventura SA
  Sponsored ADR                                     29,000          495
Minsur SA                                           88,396          307
                                                                 ------
                                                                    802
PHILIPPINES 1.3%
Belle Corporation (b)                              284,000           79
Benpres Holdings Corporation Sponsored GDR (b)      40,500          304
Solid Group, Inc. (b)                            2,830,000          582
                                                                 ------
                                                                    965
POLAND 0.5%
The Fleming Poland Fund, Ltd. Redeemable
  Participating Preference `A' Shares(b)            39,500          400

PORTUGAL 0.8%
Cimpor-Cimentos de Portugal SA                      17,000          366
Portugal Fund, Inc.                                 14,400          198
                                                                 ------
                                                                    564
RUSSIA 3.1%
The Central European Growth Fund PLC               350,000          372
The Fleming Russia Securities Fund, Ltd.
  (Acquired 8/08/96; Cost $315) (b) (c)             30,000          338
Morgan Stanley Russia & New Europe Fund, Inc.       20,000          360
RAO Gazprom ADS (Acquired 10/21/96;
  Cost $220) (b) (c)                                14,000          249
Red October Russian Depository Trust Certificates
  (Acquired 8/14/96-8/27/96; Cost $144) (b)(c)           2          210
Trade House GUM Sponsored ADR (Acquired
  8/12/96-8/29/96; Cost $584) (b) (c)               14,000          812
                                                                 ------
                                                                  2,341
SINGAPORE 3.7%
FJ Benjamin Holdings, Ltd. (b)                     262,000          184
GP Batteries International, Ltd.                    92,000          305
Hong Leong Finance, Ltd. (Fgn Reg)                  91,000          316
Kay Hian James Capel Holdings, Ltd.                238,000          216
Keppel Corporation, Ltd.                            44,000          343
Robinson & Company, Ltd.                           101,000          412
Singapore Airlines, Ltd. (Fgn Reg)                  59,000          536
Singapore Land, Ltd.                                22,000          122
Van Der Horst, Ltd.                                 83,000          347
                                                                 ------
                                                                  2,781
SOUTH AFRICA 0.9%
Energy Africa, Ltd. GDR (Acquired 5/14/96-8/29/96;
  Cost $444) (b) (c)                                31,500          559
Morgan Stanley Africa Investment Fund, Inc.          9,000          123
                                                                 ------
                                                                    682
SOUTH KOREA 2.0%
Hotel Shilla Company                                15,000          119
Kookmin Bank                                        18,310          254
Korea Electric Power Corporation                     6,000          175
Korea Electric Power Corporation Sponsored ADR      21,150          434
Korean Airline Company, Ltd.                        19,800          306
Ssangyong Investment & Securities
  Company, Ltd. (b)                                 20,000          192
                                                                 ------
                                                                  1,480
SPAIN 1.4%
Construcciones y Auxiliar de Ferrocarriles SA        7,700          292
Sol Melia SA (b)                                    21,000          752
                                                                 ------
                                                                  1,044

                       See notes to financial statements.

                                                                              5
<PAGE>


SCHEDULE OF INVESTMENTS IN SECURITIES (continued)              December 31, 1996
- --------------------------------------------------------------------------------
                                                  SHARES OR     VALUE
                                                  PRINCIPAL   (NOTE 2)
                                                   AMOUNT  (In Thousands)
- --------------------------------------------------------------------------------
SWEDEN 0.9%
Argonaut AB `B' Shares (b)                         115,000      $   230
Medical Invest Svenska AB `B' Shares (b)             8,000          216
Rottneros AB                                       178,000          225
                                                                -------
                                                                    671
SWITZERLAND 3.0%
Crossair AG                                            300           96
Liechtenstein Global Trust AG                        1,175          601
Magazine Zum Globus Registered Shares                  345          179
Nestle AG                                              107          115
Oerlikon - Buehrle Holding AG `R' (b)                3,600          354
SGS (Societe Generale de Surveillance) Holdings SA     227          557
Schindler Holding AG                                   350          380
                                                                -------
                                                                  2,282
TAIWAN 0.4%
The Taipei Fund IDR (b)                                 36          311

THAILAND 1.6%
Finance One PCL (Fgn Reg)                           65,000          132
Italian-Thai Development PCL (Fgn Reg)              36,000          230
Land & House PCL (Fgn Reg)                          31,000          226
Property Perfect PCL (Fgn Reg)                      49,000           49
The Ruam Pattana Two Fund                          302,000          124
The Ruam Pattana Two Fund (Fgn Reg)                 24,000           10
Shinawatra Computer Company PCL (Fgn Reg)            5,000           60
Siam Cement PCL (Fgn Reg)                            7,000          219
Siam City Cement PCL (Fgn Reg)                      25,000          131
                                                                -------
                                                                  1,181
TURKEY 0.2%
Turkish Investment Fund, Inc.                       31,300          172

UNITED KINGDOM 3.7%
Allied Domecq PLC                                   18,374          144
Body Shop International PLC (b)                    181,000          620
British Aerospace PLC                                  137            3
British Biotech PLC (b)                             32,620          116
Games Workshop Group PLC                            87,000          804
General Cable PLC ADR (b)                           18,000          297
Inchcape PLC                                        69,902          324
Trocadero PLC (b)                                  292,000          262
Vickers PLC                                         47,000          205
                                                                -------
                                                                  2,775
UNITED STATES 0.5%
Showboat, Inc.                                       5,400           93
Sunshine Mining and Refining Company (b)           271,000          254
                                                                -------
                                                                    347
VIETNAM 0.2%
Vietnam Frontier Fund (b)                           11,000          113

ZIMBABWE 0.8%
Meikles Africa, Ltd. (Acquired 10/24/96;
  Cost $264) (b) (c)                               200,000          296
Trans Zambezi Industries, Ltd. GDR (Acquired
  7/16/96; Cost $324) (c)                          144,000          342
                                                                -------
                                                                    638
OTHER 1.2%
The Foreign & Colonial Emerging Middle
  East Fund, Inc. (b)                               30,000          401
Morgan Stanley Emerging Markets Fund, Inc.          16,000          222
Schroder Asian Growth Fund, Inc.                    21,000          249
                                                                -------
                                                                    872
                                                                -------
TOTAL COMMON STOCKS (COST $63,394)                               62,090

PREFERRED STOCKS 3.4%
AUSTRALIA 0.8%
The News Corporation, Ltd.                         135,113          601

BRAZIL 0.6%
Companhia Antartica Paulista - Industria Brasileira
  de Bebidas e Conexos                               3,100          418

GERMANY 2.0%
BBS Kraftfahrzeugtechnik AG (b)                      1,000          169
Friedrich Grohe AG                                   1,300          359
Hornbach Holding AG                                  3,900          278
KSB Group Non-Voting                                 1,940          300
Porsche AG Non-Voting (b)                              510          450
                                                                -------
                                                                  1,556
                                                                -------
TOTAL PREFERRED STOCKS (COST $2,370)                              2,575

CONVERTIBLE BONDS 1.2%
NEW ZEALAND
Kiwi Income Property Trust Subordinated Notes,
  9.00%, Due 9/30/03 (COST $819)                 1,065 NZD          932

CORPORATE BONDS 0.2%
AUSTRALIA
UIH Australia/PAC, Inc. Senior Discount Notes,
  Series B, Zero %, Due 5/15/06 (Rate Reset
  Effective 5/15/01) (COST $110)                   200 USD          106

GOVERNMENT & AGENCY ISSUES 1.0%
NEW ZEALAND
Government of New Zealand Notes, 8.00%,
  Due 11/15/06 (COST $689)                       1,000 NZD          743

SHORT-TERM INVESTMENTS (a) 11.1%
COMMERCIAL PAPER 0.0%
INTEREST BEARING DUE UPON DEMAND
UNITED STATES
United States Cayman Eurodollar
  Call Deposit, 4.25%                                $   6            6

TIME DEPOSITS 11.1%
UNITED STATES
Societe Generale Time Deposit, 6.25%, Due 1/01/97    3,700        3,700
Sumitomo Bank, Ltd. Yankee Dollar Certificate of
  Deposit, 6.00%, Due 1/01/97                          900          900
Wachovia Grand Cayman Time Deposit, 5.71%,
  Due 1/01/97                                        3,700        3,700
                                                                -------
Total Time Deposits                                               8,300
                                                                -------
TOTAL SHORT-TERM INVESTMENTS (COST $8,306)                        8,306
                                                                -------
TOTAL INVESTMENTS IN SECURITIES
  (COST $75,688) 99.5%                                           74,752
Other Assets and Liabilities, Net 0.5%                              399
                                                                -------
NET ASSETS 100.0%                                               $75,151
                                                                =======

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

                                         VALUE       UNREALIZED
                           SETTLEMENT   IN USD      APPRECIATION
                              DATE  (In Thousands) (In Thousands)
- --------------------------------------------------------------------------------
Sold:
  1,817,700  CHF             3/25/97    ($1,367)      $133
  1,212,800  DEM             4/25/97       (793)         7

                       See notes to financial statements.

6
<PAGE>
- --------------------------------------------------------------------------------

                                                  PERCENTAGE OF
INDUSTRY DIVERSIFICATION                            NET ASSETS
- --------------------------------------------------------------------------------
Closed-End Fund ....................................... 8.4%
Conglomerate .......................................... 8.0
Leisure Service ....................................... 7.5
Real Estate ........................................... 6.8
Engineering & Construction ............................ 5.9
Metals & Mining ....................................... 5.6
Finance - Miscellaneous ............................... 3.2
Oil - International Integrated ........................ 3.1
Bank - Money Center ................................... 3.0
Retail - Specialty .................................... 2.7
Food .................................................. 2.3
Airline ............................................... 1.7
Electronic Products - Miscellaneous ................... 1.7
Brokerage & Investment Management ..................... 1.6
Machinery - Miscellaneous ............................. 1.6
Retail - Department Store ............................. 1.6
Media - Publishing .................................... 1.4
Retail - Major Chain .................................. 1.4
Steel ................................................. 1.4
Telecommunication Service ............................. 1.4
Paper & Forest Products ............................... 1.3
Electric Power ........................................ 1.2
Shoe & Apparel Manufacturing .......................... 1.2
Agricultural Operations ............................... 1.1
Automobile ............................................ 1.1
Beverage - Alcoholic .................................. 1.1
Foreign Government .................................... 1.0
Household Appliance & Furnishings ..................... 1.0
Media - Radio/TV ...................................... 1.0
Consumer - Miscellaneous .............................. 0.8
Diversified Operations ................................ 0.8
Healthcare - Instrumentation .......................... 0.7
Cosmetic & Personal Care .............................. 0.6
Transportation Service ................................ 0.6
Computer Software ..................................... 0.5
Healthcare - Drug/Diversified ......................... 0.5
Leisure Product ....................................... 0.5
Housing Related ....................................... 0.4
Machinery - Construction & Mining ..................... 0.4
Machinery - Transportation Equipment & Parts .......... 0.4
Chemical .............................................. 0.3
Healthcare - Medical Supply ........................... 0.3
Insurance - Life ...................................... 0.3
Shipping .............................................. 0.3
Auto & Truck Parts .................................... 0.2
Housing ............................................... 0.2
Index Based ........................................... 0.1
Insurance - Diversified ............................... 0.1
Telecommunication Equipment ........................... 0.1
Short-Term Investments ................................11.1
Other Assets and Liabilities, Net ..................... 0.5
                                                      -----
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
- ----------------------
CHF  Swiss Franc
DEM  German Mark
NZD  New Zealand Dollar
USD  United States Dollar


                       See notes to financial statements.

                                                                              7
<PAGE>


STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Year Ended December 31, 1996
                                                        (In Thousands)
INCOME:
   Dividends                                                $  660
   Interest                                                    437
                                                          --------
   Total Income                                              1,097

EXPENSES:
   Investment Advisory Fees                                    476
   Custodian Fees                                              256
   Shareholder Servicing Costs                                  62
   Reports to Shareholders                                      82
   Other                                                        32
                                                          --------
   Total Expenses                                              908
                                                          --------
NET INVESTMENT INCOME                                          189

REALIZED AND UNREALIZED GAIN (LOSS):
   Net Realized Gain (Loss) on:
     Investments                                             2,233
     Forward Foreign Currency Contracts                         49
     Foreign Currencies                                         (2)
   Change in Unrealized Appreciation/Depreciation on:
     Investments                                              (969)
     Forward Foreign Currency Contracts                        139
     Foreign Currencies                                          1
                                                          --------
NET GAIN                                                     1,451
                                                          --------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS        $1,640
                                                          ========



STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
December 31, 1996

                                       (In Thousands, Except Per Share Amounts)
ASSETS:
   Investments in Securities, at Value (Cost of $75,688)        $74,752
   Receivable from Brokers for Securities and
     Forward Foreign Currency Contracts Sold                        303
   Dividends and Interest Receivable                                299
   Other Assets                                                       1
                                                               --------
   Total Assets                                                  75,355

LIABILITIES:
   Payable to Brokers for Securities Purchased                        4
   Accrued Operating Expenses and Other Liabilities                 200
                                                               --------
   Total Liabilities                                                204
                                                               --------
NET ASSETS                                                      $75,151
                                                               ========

Capital Shares Outstanding (Unlimited Number Authorized)          6,689

NET ASSET VALUE PER SHARE                                        $11.23
                                                                 ======

                       See notes to financial statements.

8
<PAGE>

<TABLE>

STATEMENT OF CHANGES IN NET ASSETS
- ---------------------------------------------------------------------------------------------------------------------------

                                                                                              (In Thousands)

<CAPTION>
                                                                                      YEAR ENDED          PERIOD ENDED
                                                                                     DEC. 31, 1996        DEC. 31, 1995
                                                                                     -------------        -------------
                                                                                                            (NOTE 1)
OPERATIONS:
<S>                                                                                     <C>                  <C>   
   Net Investment Income                                                                $   189              $    2
   Net Realized Gain                                                                      2,280                   2
   Change in Unrealized Appreciation/Depreciation                                          (829)                 33
                                                                                       --------            --------    
   Increase in Net Assets Resulting from Operations                                       1,640                  37

CAPITAL SHARE TRANSACTIONS                                                               72,006               1,775

DISTRIBUTIONS:
   From Net Investment Income                                                              (189)                 (2)
   In Excess of Net Investment Income                                                      (111)                 (5)
                                                                                       --------            --------    
TOTAL INCREASE IN NET ASSETS                                                             73,346               1,805

NET ASSETS:
   Beginning of Period                                                                    1,805                  --
                                                                                       --------            --------    
   End of Period                                                                        $75,151              $1,805
                                                                                       ========            ========    

</TABLE>


                       See notes to financial statements.




NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
December 31, 1996

1.   ORGANIZATION
     The Strong  International Stock Fund II commenced operations on October 20,
     1995, 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 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.   Aggregate  cost  and  fair  value  of  these  restricted
          securities  held at December 31, 1996 were (in  thousands)  $3,371 and
          $4,106, respectively, representing 5.5% of the net assets of the Fund.

     (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.


                                                                              9
<PAGE>


NOTES TO FINANCIAL STATEMENTS (continued)
- --------------------------------------------------------------------------------
December 31, 1996

     (D)  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.

     (E)  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.

     (F)  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.

     (G)  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 December 31, 1996 were as follows (in thousands):

     Capital Stock                                                    $73,781
     Undistributed Net Investment Income                                  103
     Undistributed Net Realized Gain                                    2,062
     Net Unrealized Depreciation                                         (795)
                                                                     --------  
                                                                      $75,151
                                                                     ========


4.   CAPITAL SHARE TRANSACTIONS

     Transactions in shares of the Fund for the year ended December 31, 1996 and
     the period ended December 31, 1995 were as follows (in thousands):

                                      1996                       1995
                              ------------------        -------------------
                              SHARES     DOLLARS        SHARES      DOLLARS
                              ------    --------        ------      -------
     Shares Sold              10,737    $118,716           242       $2,437
     Dividends Reinvested         27         300             1            7
     Shares Redeemed          (4,251)    (47,010)          (66)        (669)
                              ------    --------        ------      -------
                               6,513    $ 72,006           177       $1,775
                              ======    ========        ======      =======

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 December  31, 1996 and  unaffiliated
     directors' fees for 1996 were (in thousands) $62 and $2, respectively.

6.   INVESTMENT TRANSACTIONS
     The  aggregate  purchases  and sales of long-term  securities  for the year
     ended  December  31,  1996  were  (in  thousands)   $116,978  and  $53,164,
     respectively.

7.   INCOME TAX INFORMATION
     At December 31, 1996, the investment cost,  gross  unrealized  appreciation
     and  depreciation  on  investments  for Federal income tax purposes were as
     follows (in thousands):

     Aggregate Investment Cost                                        $75,889
                                                                      =======
     Aggregate Unrealized:
       Appreciation                                                   $ 5,189
       Depreciation                                                    (6,326)
                                                                      -------
                                                                     ($ 1,137)
                                                                      =======

     For corporate  shareholders  in the Fund, the percentage of dividend income
     distributed  for the year ended December 31, 1996,  which are designated as
     qualifying for the dividends-received deduction is 0.0%.



10

<PAGE>


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

                                                      12-31-96   12-31-95(b)
                                                      --------   --------
SELECTED PER-SHARE DATA(a)
- -----------------------
NET ASSET VALUE, BEGINNING OF PERIOD                   $ 10.22    $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
   Net Investment Income                                  0.03       0.01
   Net Realized and Unrealized Gains on Investments       1.03       0.25
                                                       -------    -------
Total from Investment Operations                          1.06       0.26
LESS DISTRIBUTIONS:
   From Net Investment Income                            (0.03)     (0.01)
   In Excess of Net Investment Income                    (0.02)     (0.03)
                                                       -------    -------
Total Distributions                                      (0.05)     (0.04)
                                                       -------    -------
NET ASSET VALUE, END OF PERIOD                         $ 11.23    $ 10.22
                                                       =======    =======
TOTAL RETURN                                            +10.4%      +2.6%

RATIOS AND SUPPLEMENTAL DATA
- ----------------------------
Net Assets, End of Period (In Thousands)              $75,151    $ 1,805
Ratio of Expenses to Average Net Assets                  1.9%       2.0%*
Ratio of Net Investment Income to Average Net Assets     0.4%       1.0%*
Portfolio Turnover Rate                                126.0%      26.9%
Average Commission Rate Paid(c)                       $0.0100


  *  Calculated on an annualized basis.
(a)  Information  presented  relates  to a share  of  capital  stock of the fund
     outstanding for the entire period.
(b)  Inception  date is October 20, 1995.  Total return and  portfolio  turnover
     rate are not annualized.
(c)  Disclosure  required,  effective  for  reporting  periods  beginning  after
     September 1, 1995.
                                                                             11
<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Shareholders and Board of Directors of the
Strong International Stock Fund II

We have audited the  accompanying  statement of assets and liabilities of Strong
International  Stock  Fund II (one of the  portfolios  constituting  the  Strong
Variable  Insurance  Funds,  Inc.),  including  the schedule of  investments  in
securities, as of December 31, 1996, and the related statement of operations for
the year then ended,  and the  statement of changes in net assets and  financial
highlights  for the year ended December 31, 1996 and for the period from October
20, 1995  (inception)  to December  31, 1995.  These  financial  statements  and
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1996 by  correspondence  with the custodian  and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material respects, the financial position of Strong
International  Stock  Fund II as of  December  31,  1996 and the  results of its
operations  for the year then  ended,  and the changes in its net assets and the
financial  highlights  for the year ended  December  31, 1996 and for the period
from  October  20, 1995 to December  31,  1995,  in  conformity  with  generally
accepted accounting principles.



COOPERS & LYBRAND L.L.P.


Milwaukee, Wisconsin
February 3, 1997

12
<PAGE>

                                  [STRONG LOGO]

                         STRONG FUNDS DISTRIBUTORS, INC.
                                  P.O. Box 2936
                           Milwaukee, Wisconsin 53201
                           http://www.strong-funds.com
                  Strong Funds are offered by prospectus only.
                                                                         4618A97



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