Please file this Prospectus Supplement with your records.
STRONG GROWTH FUND II
Supplement to Prospectus dated May 1, 1997
CAP ON TOTAL OPERATING EXPENSES
Strong Capital Management, Inc., the investment advisor of the
Strong Growth Fund II, has voluntarily agreed to cap the Fund's
total operating expenses at 1.20%. The Advisor has no current
intention to, but may in the future, discontinue or modify any
waiver of fees or absorption of expenses at its discretion with
appropriate notification to its shareholders.
The date of this Prospectus Supplement is July 24, 1997.
