STRONG VARIABLE INS FDS INC
N-30D, 1999-09-07
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     THE STRONG
     DISCOVERY FUND II
- ----------------------------------------------------------------
     SEMI-ANNUAL REPORT o JUNE 30, 1999

                       [PICTURE OF STRONG FUNDS BUILDING]

                                TABLE OF CONTENTS

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

FINANCIAL INFORMATION
     Schedule of Investments in Securities ...........................4
     Statement of Assets and Liabilities .............................6
     Statement of Operations .........................................6
     Statements of Changes in Net Assets .............................7
     Notes to Financial Statements ...................................8

FINANCIAL HIGHLIGHTS ................................................10


                                 [STRONG LOGO]

                            STRONG INVESTMENTS, INC.
                   P.O. Box 2936 o Milwaukee, Wisconsin 53201
              Strong Funds are offered by prospectus only. 12427H99
<PAGE>
                                    ===========
                          THE STRONG DISCOVERY FUND II
- ------------------------------------===========---------------------------------

FUND
 HIGHLIGHTS

o    The Strong  Discovery  Fund II returned  -5.44 percent for the period ended
     June 30, 1999.(1)

o    As of June 30, 1999,  the Fund was  invested in companies  with an expected
     earnings  growth rate of 21 percent.(2)  On-site  meetings with  management
     confirmed  that the vast  majority of the Fund's  holdings  are on track to
     achieve their profit targets.

o    The Fund emphasized  dependable growth companies as a precautionary measure
     against a potential  slowdown in the U.S. economy,  which could result from
     the recent rise in interest rates.

- ---------------------------------------

             AVERAGE ANNUAL
            TOTAL RETURNS(1)

             As of 6-30-99

           1-year       -5.81%

           3-year        5.25%

           5-year       10.25%

  Since Inception        9.69%
      (on 5-8-92)

- ---------------------------------------

           FIVE LARGEST
          STOCK HOLDINGS

           As of 6-30-99

SECURITY                % OF NET ASSETS

AT&T Corporation                   4.5%

Central Garden & Pet Co.           4.2%

Sykes Enterprises, Inc.            3.0%

ITT Educational Services, Inc.     2.6%

Coinmain Laundry Corporation       2.6%

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


PERSPECTIVES
FROM THE MANAGERS


/s/Richard S. Strong               /s/ Chip Paquelet
Richard S. Strong                  Chip Paquelet
Portfolio Co-manager               Portfolio Co-manager

- --------------------------------------------------------------------------------

This year began with a continuation of the market trends that persisted over the
past few  years.  Large  company  stocks,  and more  recently  Internet  stocks,
performed extraordinarily well while most stocks lost ground. By April, however,
the chronic  underperformance of small- and medium-sized company shares staged a
turnaround.   Investors  are  finally  beginning  to  recognize  the  attractive
valuation and growth opportunities present in the small-cap sector.

The Discovery  Fund's  performance  mirrored this trend--a  rough  January-March
followed by an improvement in the second quarter. Unfortunately, by mid-year our
performance had fallen short of our broad-based  benchmark,  the Russell 2000(R)
Index*, and we gave back the outperformance we achieved in 1998.

No single issue explains Discovery's disappointing start in 1999. Rather, it was
the culmination of several factors:

o    Large  declines  in a few  of  our  holdings,  although  the  Fund's  broad
     diversification diluted their impact.

o    Insufficient technology exposure, particularly Internet stocks. At June 30,
     1999, 23.4% of the portfolio was invested in technology.  In addition,  our
     focus on companies with proven  management and records limited our exposure
     to the scores of Internet  start-ups,  recently the strongest sector of the
     market.

o    Lack of big winners.  While you expect some investments to disappoint,  you
     also expect to

                                           -------------------------------------

                                                   WHILE THE PORTFOLIO

                                                     HAD A NUMBER OF

                                                  INDIVIDUAL INVESTMENTS

                                                   WITH GOOD GAINS OVER

                                                   THE PAST TWO QUARTERS,

                                                    WE DID NOT HAVE OUR

                                                   COMPLEMENT OF STOCKS

                                                  THAT SHOT THE LIGHTS OUT.

                                           -------------------------------------

- --------------------------------------------------------------------------------

1    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 in the Fund's
     return  quotations  has the effect of decreasing  the  performance  quoted.
     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, and is not annualized.

2    Earnings  growth  has been  estimated  on an annual  basis for a  projected
     five-year period. The Discovery Fund II's earnings growth estimate has been
     generated from our own analysis of the portfolio's individual securities as
     of June 30, 1999. The earnings  growth  projection for the S&P 500 has been
     based on a consensus of earnings  estimates from six Wall Street investment
     firms as shown by Bloomberg dated June 30, 1999.

2
<PAGE>

more than  offset  them with  stocks  that  surprise  on the  upside.  While the
portfolio had a number of individual  investments  with good gains over the past
two quarters, we did not have our complement of stocks that shot the lights out.

On the  positive  side,  in February and March we  increased  the Fund's  energy
exposure  just  prior  to the  recovery  in oil  prices.  We also  made  several
investments in cable  companies as a way of capturing the growth of the Internet
to the residential market.

Looking  forward,  we plan to  emphasize  those  sectors of the market  with the
greatest growth potential, including technology, consumer products/services, and
healthcare.  We also intend to continue  capitalizing on turning points in other
industries,  such  as  energy.  As in the  past,  individual  company  research,
including  on-site visits with management,  will continue to be an integral part
of our investment process.

Please  understand  that,  above all else, we value and  appreciate the enormous
trust you have invested in us. We absolutely abhor having to report poor results
to you. And rest assured,  we have every intention of improving the job we do on
your behalf. We will keep you posted.


                    GROWTH OF AN ASSUMED $10,000 INVESTMENT
                             From 5-8-92 to 6-30-99
[GRAPH]
                                                         Lipper Capital
                THE STRONG             Russell            Appreciation
             DISCOVERY FUND II      2000(R) Index*        Funds Index*
 4-92             10,000               10,000                10,000
12-92             10,887               11,377                11,024
12-93             13,285               13,528                12,760
12-94             12,569               13,282                12,447
12-95             17,001               17,059                16,379
12-96             17,138               19,873                18,829
12-97             19,090               24,317                22,589
12-98             20,476               23,698                27,103
 6-99             19,363               25,898                31,161



This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment  in the Fund,  made at its  inception,  with the  performance  of the
Russell 2000(R) Index and the Lipper Capital  Appreciation 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 May 1992.

- --------------------------------------------------------------------------------

*    The Russell 2000(R) Index is an unmanaged index generally representative of
     the U.S.  market  for  small  capitalization  stocks.  The  Lipper  Capital
     Appreciation  Funds Index is an  equally-weighted  performance index of the
     largest  qualifying  funds in this Lipper  category.  Source of the Russell
     index data is Standard & Poor's  Micropal.  Source of the Lipper index data
     is Lipper Inc.



YOUR FUND'S
 APPROACH

THE STRONG  DISCOVERY FUND II SEEKS TO PROVIDE  INVESTORS WITH CAPITAL GROWTH, A
GOAL WE PURSUE BY INVESTING IN A DIVERSIFIED  PORTFOLIO OF SMALL-,  MEDIUM-, AND
LARGER- SIZE  COMPANIES.  OUR  INVESTMENT  APPROACH  COMBINES  NUMBER  CRUNCHING
ANALYSIS  WITH DIRECT  RESEARCH,  INCLUDING  ON-SITE  VISITS.  THROUGH  FREQUENT
DISCUSSIONS WITH MANAGEMENT, SUPPLIERS, CUSTOMERS AND COMPETITORS, WE BELIEVE WE
CAN  IDENTIFY  VITAL  ASPECTS  OF  COMPANIES  THAT  ARE NOT  REFLECTED  IN THEIR
HISTORICAL FINANCIAL STATEMENTS OR THEIR STOCK PRICES.

- --------------------------------------------------------------------------------

MARKET
 HIGHLIGHTS

o    In the second quarter of 1999, small-cap stocks staged a comeback following
     three years of significant underperformance.

o    Large-cap  valuations  are at  historically  high levels,  while  small-cap
     valuations remain reasonable.

o    Corporate  profitability  is picking up following  several  years of anemic
     growth.  Earnings  for the  companies  in the S&P 500 Index are expected to
     advance 15% in 1999,  compared to just a 4.5% average  annual gain over the
     past three years.2

o    The U.S.  economy  remains  remarkably  healthy in spite of global economic
     challenges and, recently, higher interest rates.

                                                                               3
<PAGE>

SCHEDULE OF INVESTMENTS IN SECURITIES                  JUNE 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
================================================================================
                            STRONG DISCOVERY FUND II
================================================================================
                                                 Shares or
                                                 Principal         Value
                                                   Amount         (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS 98.3%
AEROSPACE & DEFENSE 0.2%
AVTEAM, Inc. Class A (b)                          39,000         $   285,188

BANK - MONEY CENTER 1.4%
Citigroup, Inc.                                   44,250           2,101,875

BANK - SUPER REGIONAl 0.6%
Bank One Corporation                              15,300             911,306

BROKERAGE & INVESTMENT MANAGEMENT 1.3%
Waddell & Reed Financial, Inc. Class A            73,950           2,029,003

COMMERCIAL SERVICE 16.3%
Coinmach Laundry Corporation (b)                 311,450           3,951,522
Consolidated Graphics, Inc. (b)                   43,950           2,197,500
The Hertz Corporation                             50,550           3,134,100
ITT Educational Services, Inc. (b)               153,100           3,990,169
Lamar Advertising Company (b)                     11,700             478,969
Lason Holdings, Inc. (b)                          20,500           1,017,312
Merkert American Corporation (b)                 161,900           1,538,050
Outdoor Systems, Inc. (b)                         70,080           2,557,920
The ServiceMaster Company                         47,125             883,594
Sykes Enterprises, Inc. (b)                      137,150           4,577,381
Valassis Communications, Inc. (b)                 17,950             657,419
                                                                 -----------
                                                                  24,983,936
COMPUTER - MAINFRAME 2.8%
Hewlett-Packard Company                           16,400           1,648,200
International Business Machines Corporation       21,100           2,727,175
                                                                 -----------
                                                                   4,375,375
COMPUTER - PERIPHERAL EQUIPMENT 2.2%
Lexmark International Group, Inc. Class A (b)     44,400           2,933,175
Microchip Technology, Inc. (b)                     9,100             431,113
                                                                 -----------
                                                                   3,364,288
COMPUTER - PERSONAL & WORKSTATION 0.4%
Security Dynamics Technologies, Inc. (b)          27,650             587,563

COMPUTER SERVICE 2.8%
Acxiom Corporation (b)                             6,300             157,106
CSG Systems International, Inc. (b)               11,900             311,631
Fiserv, Inc. (b)                                  22,200             695,138
Pierce Leahy Corporation (b)                      94,950           2,344,078
Sungard Data Systems, Inc. (b)                    22,400             772,800
                                                                 -----------
                                                                   4,280,753
COMPUTER SOFTWARE 2.8%
Cisco Systems, Inc. (b)                           16,400           1,057,800
Electronics for Imaging, Inc. (b)                 34,200           1,757,025
Microsoft Corporation (b)                          9,400             847,763
Oracle Systems Corporation (b)                    16,400             608,850
                                                                 -----------
                                                                   4,271,438
CONSUMER - MISCELLANEOUS 1.3%
Carriage Services, Inc. Class A (b)              102,900           1,929,375

DIVERSIFIED OPERATIONS 0.7%
Tyco International, Ltd.                          11,000           1,042,250

ELECTRICAL EQUIPMENT 0.8%
Methode Electronics, Inc. Class A                 29,050             664,519
PRI Automation, Inc. (b)                          14,000             507,500
                                                                 -----------
                                                                   1,172,019
ELECTRONIC PARTS DISTRIBUTION 0.5%
Kent Electronics Corporation (b)                  40,000             792,500

ELECTRONIC PRODUCTS - MISCELLANEOUS 1.9%
Rayovac Corporation (b)                          125,750           2,852,953

ELECTRONICS - SEMICONDUCTOR/COMPONENT 0.3%
Applied Materials, Inc. (b)                        6,400             472,800

ENERGY - ALTERNATE SOURCE 0.1%
KTI, Inc. (b)                                      8,900             126,825

FINANCE - MISCELLANEOUS 0.5%
NOVA Corporation (b)                              31,600             790,000

HEALTHCARE - DRUG/DIVERSIFIED 0.4%
Jones Medical Industries, Inc.                    16,475             648,703

HEALTHCARE - INSTRUMENTATION 0.3%
Medtronic, Inc.                                    5,650             439,994

HEALTHCARE - MEDICAL SUPPLY 5.2%
Ocular Sciences, Inc. (b)                         69,900           1,214,512
PSS World Medical, Inc. (b)                       94,100           1,052,744
Henry Schein, Inc. (b)                            66,400           2,104,050
Sybron International Corporation (b)             132,300           3,646,519
                                                                 -----------
                                                                   8,017,825
HEALTHCARE - PATIENT CARE 1.1%
Covance, Inc. (b)                                 35,675             853,970
Lincare Holdings, Inc. (b)                        18,200             455,000
Renal Care Group, Inc. (b)                        12,200             315,675
                                                                 -----------
                                                                   1,624,645
HEALTHCARE - PRODUCT 0.5%
Cytyc Corporation (b)                              8,600             167,700
Hanger Orthopedic Group, Inc. (b)                 44,700             634,181
                                                                 -----------
                                                                     801,881
INSURANCE - LIFE 0.5%
Protective Life Corporation                       22,100             729,300

LEISURE PRODUCT 2.1%
Action Performance Companies, Inc. (b)            22,375             738,375
Harley-Davidson, Inc.                             11,300             614,438
SCP Pool Corporation (b)                          70,037           1,812,207
                                                                 -----------
                                                                   3,165,020
LEISURE SERVICE 3.7%
Bally Total Fitness Holding Corporation (b)       86,450           2,453,019
Mandalay Resort Group (b)                         32,000             676,000
Park Place Entertainment Corporation (b)         263,400           2,551,687
                                                                 -----------
                                                                   5,680,706
MACHINE TOOL 0.3%
Applied Power, Inc.                               17,300             472,506

MEDIA - PUBLISHING 1.1%
School Specialty, Inc. (b)                       102,900           1,652,831

MEDIA - RADIO/TV 7.9%
Adelphia Communications Corporation Class A (b)   28,300           1,800,587
Chancellor Media Corporation (b)                  71,600           3,946,950
Clear Channel Communications, Inc. (b)            38,100           2,626,519
Infinity Broadcasting Corporation Class A (b)     22,300             663,425
Viacom International, Inc. (b)                    69,250           3,047,000
                                                                 -----------
                                                                  12,084,481
OFFICE AUTOMATION 0.7%
Xerox Corporation                                 19,050           1,125,141

OIL - NORTH AMERICAN EXPLORATION &
  PRODUCTION 1.4%
Ocean Energy, Inc. (b)                           220,600           2,123,275

OIL WELL EQUIPMENT & SERVICE 3.6%
BJ Services Company (b)                           47,200           1,389,450
Cooper Cameron Corporation (b)                    23,900             885,794

4
<PAGE>
- --------------------------------------------------------------------------------
================================================================================
                      STRONG DISCOVERY FUND II (CONTINUED)
================================================================================
                                                Shares or
                                                Principal          Value
                                                  Amount          (Note 2)
- --------------------------------------------------------------------------------
Marine Drilling Companies, Inc. (b)               22,400        $    306,600
Nabors Industries, Inc. (b)                       87,100           2,128,506
Noble Drilling Corporation (b)                    44,100             868,219
                                                                ------------
                                                                   5,578,569
PERSONAL & COMMERCIAL LENDING 1.5%
Associates First Capital Corporation              24,650           1,092,303
Household International, Inc.                     25,600           1,212,800
                                                                ------------
                                                                   2,305,103
POLLUTION CONTROL 3.8%
Allied Waste Industries, Inc. (b)                110,600           2,184,350
Casella Waste Systems, Inc. (b)                   28,300             735,800
Republic Services, Inc. (b)                       78,900           1,952,775
Superior Services, Inc. (b)                       18,950             505,728
Waste Management, Inc.                             9,335             501,756
                                                                ------------
                                                                   5,880,409
RAILROAD 0.5%
Burlington Northern Santa Fe Corporation          25,400             787,400

REAL ESTATE 0.8%
Sunstone Hotel Investors, Inc.                   147,800           1,256,300

RETAIL - DEPARTMENT STORE 0.3%
Federated Department Stores, Inc. (b)              8,500             449,969

RETAIL - FOOD CHAIN 0.3%
US Foodservice (b)                                 9,775             416,659

RETAIL - RESTAURANT 0.8%
Papa John's International, Inc. (b)                7,225             322,867
Rainforest Cafe, Inc. (b)                        176,000             891,000
                                                                ------------
                                                                   1,213,867
RETAIL - SPECIALTY 14.2%
Best Buy Company, Inc. (b)                        11,300             762,750
Central Garden & Pet Company (b)                 621,400           6,369,350
Global Imaging Systems, Inc. (b)                  66,600           1,215,450
Insight Enterprises, Inc. (b)                     56,300           1,393,425
Movie Gallery, Inc. (b)                          254,675           1,368,878
Office Depot, Inc. (b)                            66,150           1,459,435
Pier 1 Imports, Inc.                              69,400             780,750
Regis Corporation                                118,037           2,264,835
Rent-A-Center, Inc. (b)                           98,725           2,369,400
Sunglass Hut International, Inc. (b)             193,100           3,318,906
United Stationers, Inc. (b)                       19,200             422,400
                                                                ------------
                                                                  21,725,579
SAVINGS & LOAN 1.5%
Dime Bancorp, Inc.                                12,400             249,550
TCF Financial Corporation                         72,600           2,023,725
                                                                ------------
                                                                   2,273,275
TELECOMMUNICATION EQUIPMENT 1.7%
American Tower Corporation Class A (b)            14,150             339,600
Pinnacle Holdings, Inc. (b)                       91,200           2,234,400
                                                                ------------
                                                                   2,574,000
TELECOMMUNICATION SERVICE 7.2%
AT&T Corporation                                 122,550           6,839,822
Davel Communications, Inc. (b)                   148,525             798,322
MCI WorldCom, Inc. (b)                             6,500             560,625
MediaOne Group, Inc. (b)                          34,100           2,536,187
Teleglobe, Inc.                                   12,500             371,875
                                                                ------------
                                                                  11,106,831
- --------------------------------------------------------------------------------
Total Common Stocks (Cost $147,210,246)                          150,503,716
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 2.2%
COMMERCIAL PAPER 0.5%
INTEREST BEARING, DUE UPON DEMAND
General Mills, Inc., 4.82%                     $ 532,000             532,000
Warner Lambert Company, 4.91%                        100                 100
Wisconsin Electric Power Company, 4.91%          233,900             233,900
                                                                ------------
                                                                     766,000
REPURCHASE AGREEMENT 0.9%
ABN-AMRO Inc. (Dated 6/30/99), 4.78%, Due 7/01/99
  (Repurchase proceeds $1,300,173); Collateralized by:
  SLMA Notes, FNMA Notes, FHLMC Notes, Federal
  Home Loan Bank Bonds, Federal Farm Credit Bank
  Notes, Tennessee Valley Authority Bonds, and
  Resolution Funding Corporation Bonds (c)     1,300,000           1,300,000

UNITED STATES GOVERNMENT ISSUES 0.8%
United States Treasury Bills,
  Due 7/01/99 thru 9/09/99                     1,235,000           1,227,200
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (Cost $3,293,107)                     3,293,200
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (Cost $150,503,353) 100.5%       153,796,916
Other Assets and Liabilities, Net (0.5%)                            (754,702)
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                               $153,042,214
================================================================================


LEGEND
- --------------------------------------------------------------------------------
(a)  Short-term  investments  include any security  which has a maturity of less
     than one year.
(b)  Non-income producing security.
(c)  See Note 2(I) of Notes to Financial Statements.


Percentages are stated as a percent of net assets.

See Notes to Financial Statements.

                                                                               5
<PAGE>

STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
June 30, 1999 (Unaudited)

                                                              Strong Discovery
                                                                   Fund II
                                                              ----------------
ASSETS:
  Investments in Securities, at Value (Cost of $150,503,353)    $153,796,916
  Receivable for Securities Sold                                   1,676,542
  Dividends Receivable                                                53,102
                                                                ------------
  Total Assets                                                   155,526,560

LIABILITIES:
  Payable for Securities Purchased                                 2,333,922
  Accrued Operating Expenses and Other Liabilities                   150,424
                                                                ------------
  Total Liabilities                                                2,484,346
                                                                ------------
NET ASSETS                                                      $153,042,214
                                                                ============
NET ASSETS CONSIST OF:
  Capital Stock (par value and paid-in capital)                  158,523,850
  Accumulated Net Investment Loss                                   (186,439)
  Accumulated Net Realized Loss                                   (8,588,760)
  Net Unrealized Appreciation                                      3,293,563
                                                                ------------
  Net Assets                                                    $153,042,214
                                                                ============
Capital Shares Outstanding (Unlimited Number Authorized)          14,949,304

NET ASSET VALUE PER SHARE                                             $10.24
                                                                      ======



STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Six Months Ended June 30, 1999 (Unaudited)
                                                              Strong Discovery
                                                                  Fund II
                                                              ----------------
INCOME:
  Dividends                                                     $   631,282
  Interest                                                          113,090
                                                                -----------
  Total Income                                                      744,372

EXPENSES:
  Investment Advisory Fees                                          819,456
  Custodian Fees                                                     28,932
  Shareholder Servicing Costs                                        75,249
  Other                                                               7,174
                                                                -----------
  Total Expenses                                                    930,811
                                                                -----------
NET INVESTMENT LOSS                                                (186,439)

REALIZED AND UNREALIZED GAIN (LOSS):
  Net Realized Gain (Loss) on:
    Investments                                                   1,147,503
    Futures Contracts and Options                                (5,721,416)
                                                                -----------
    Net Realized Loss                                            (4,573,913)
  Net Change in Unrealized Appreciation/Depreciation on:
    Investments                                                  (6,423,767)
    Futures Contracts                                              (223,155)
                                                                -----------
    Net Change in Unrealized Appreciation/Depreciation           (6,646,922)
                                                                -----------
NET LOSS ON INVESTMENTS                                         (11,220,835)
                                                                -----------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS           ($11,407,274)
                                                               ============


                       See Notes to Financial Statements.

6
<PAGE>
<TABLE>

STATEMENTS OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                         Strong Discovery Fund II
                                                                    ----------------------------------
                                                                    Six Months Ended      Year Ended
                                                                      June 30, 1999      Dec. 31, 1998
                                                                    ----------------     -------------
                                                                       (Unaudited)
OPERATIONS:
<S>                                                                   <C>                <C>
  Net Investment Loss                                                 ($    186,439)     ($    591,479)
  Net Realized Gain (Loss)                                               (4,573,913)        22,745,346
  Net Change in Unrealized Appreciation/Depreciation                     (6,646,922)        (8,638,452)
                                                                       ------------       ------------
  Net Increase (Decrease) in Net Assets Resulting from Operations       (11,407,274)        13,515,415
DISTRIBUTIONS:
  From Net Realized Gains                                               (23,035,922)        (3,179,809)
CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                                              35,897,643         71,710,705
  Proceeds from Reinvestment of Distributions                            23,027,652          3,178,862
  Payment for Shares Redeemed                                           (67,612,414)      (102,946,444)
                                                                       ------------       ------------
  Net Decrease in Net Assets from Capital Share Transactions             (8,687,119)       (28,056,877)
                                                                       ------------       ------------
TOTAL DECREASE IN NET ASSETS                                            (43,130,315)       (17,721,271)
NET ASSETS:
  Beginning of Period                                                   196,172,529        213,893,800
                                                                       ------------       ------------
  End of Period                                                        $153,042,214       $196,172,529
                                                                       ============       ============
TRANSACTIONS IN SHARES OF THE FUND:
  Sold                                                                    3,218,585          5,844,176
  Issued in Reinvestment of Distributions                                 2,431,642            241,739
  Redeemed                                                               (6,119,465)        (8,445,910)
                                                                       ------------       ------------
  Net Decrease in Shares of the Fund                                       (469,238)        (2,359,995)
                                                                       ============       ============
</TABLE>


                                      See Notes to Financial Statements.

                                                                               7
<PAGE>

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
June 30, 1999 (Unaudited)

1.   ORGANIZATION
     The Strong  Discovery  Fund II is a diversified  series of Strong  Variable
     Insurance Funds, Inc., an open-end management investment company registered
     under the  Investment  Company  Act of 1940.  The Fund offers and sells its
     shares only to separate accounts of insurance  companies for the purpose of
     funding variable annuity and variable life insurance contracts. At June 30,
     1999,  approximately  96% of the Fund's  shares  are owned by the  separate
     accounts of one insurance company.

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 of 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  last sale or bid  prices are
          used. Securities for which market quotations are not readily available
          are  valued  at  fair  value  as   determined   in  good  faith  under
          consistently  applied procedures  established by and under the general
          supervision of the Board of Directors.  Securities which are purchased
          within 60 days of their stated  maturity are valued at amortized cost,
          which approximates fair 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. The Fund held no restricted securities at June 30, 1999.

     (B)  Federal Income and Excise Taxes and  Distributions  to Shareholders --
          The Fund  intends  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  for  financial  statement
          purposes 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.

          The Fund  generally  pays  dividends  from net  investment  income and
          distributes any net capital gains that it realizes annually.

     (C)  Realized  Gains and Losses on  Investment  Transactions  -- Investment
          security  transactions  are  recorded as of the trade  date.  Gains or
          losses  realized  on  investment  transactions  are  determined  on  a
          first-in, first-out basis.

     (D)  Certain   Investment   Risks  --  The  Fund  may  utilize   derivative
          instruments  including  options,  futures and other  instruments  with
          similar  characteristics  to the extent that they are consistent  with
          the Fund's investment objectives and limitations.  The Fund intends to
          use such  derivative  instruments  primarily  to hedge or protect from
          adverse  movements in securities  prices or interest rates. The use of
          these  instruments  may  involve  risks  such  as the  possibility  of
          illiquid  markets or  imperfect  correlation  between the value of the
          instruments and the underlying  securities,  or that the  counterparty
          will fail to perform its obligations.

          Investments in foreign  denominated assets or forward foreign currency
          contracts may involve greater risks than domestic investments,  due to
          currency, political and economic, regulatory and market risks.

     (E)  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.  Additional  securities held by
          the Fund may be designated  as  collateral on open futures  contracts.
          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.

     (F)  Options -- The Fund may write put or call 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.

8
<PAGE>

- --------------------------------------------------------------------------------

     (G)  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.

     (H)  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.

     (I)  Repurchase Agreements -- The Fund may enter into repurchase agreements
          with institutions that the Fund's investment  advisor,  Strong Capital
          Management,  Inc. ("the  Advisor"),  has  determined are  creditworthy
          pursuant  to  criteria  adopted  by  the  Board  of  Directors.   Each
          repurchase  agreement is recorded at cost.  The Fund requires that the
          collateral,  represented  by  securities  (primarily  U.S.  Government
          securities), in a repurchase transaction be maintained in a segregated
          account with a custodian in a manner  sufficient to enable the Fund to
          obtain those securities in the event of a default of the issuer of the
          repurchase  agreement.  On a daily basis,  the Advisor  monitors  each
          repurchase agreement to ensure the value of the collateral,  including
          accrued  interest,  is at least  equal to the amount  owed to the Fund
          under each repurchase agreement.

     (J)  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 in these  financial  statements.  Actual  results could differ
          from those estimates.

     (K)  Other  --  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
     The  Advisor,  with whom  certain  officers  and  directors of the Fund are
     affiliated,   provides   investment   advisory   services  and  shareholder
     recordkeeping and related 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. Based
     on the terms of the Advisory  Agreement,  advisory fees and other  expenses
     will be waived by the Advisor if the Fund's operating expenses exceed 2% of
     the average daily net assets of the Fund. In addition,  the Fund's  Advisor
     may  voluntarily  waive or absorb  certain  expenses  at their  discretion.
     Shareholder  recordkeeping and related service fees are based on the lesser
     of various  agreed-upon  contractual  percentages  of the average daily net
     assets of the Fund or a contractually established rate for each participant
     account.  The Advisor is compensated for certain other services  related to
     costs incurred for reports to shareholders.

     The Fund may invest cash in money market funds sponsored and managed by the
     Advisor, 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,  advisory  fees of the Fund are  reduced  by an
     amount  equal to  advisory  fees paid to the Advisor  under its  investment
     advisory agreement with the money market funds.

     The amount payable to the Advisor at June 30, 1999,  shareholder  servicing
     and other expenses paid to the Advisor,  and  unaffiliated  directors' fees
     for  the  six  months  then  ended,  were  $19,488,  $123,020  and  $1,543,
     respectively.

4.   LINE OF CREDIT
     The Strong Funds have established a line of credit  agreement  ("LOC") with
     certain  financial  institutions  to be used  for  temporary  or  emergency
     purposes,  primarily for financing redemption payments. Combined borrowings
     among all  participating  Strong Funds are subject to a $350 million cap on
     the total line of credit.  For individual  Funds,  borrowings under the LOC
     are  limited to either  the lesser of 15% of the market  value of total net
     assets  or  any  explicit   borrowing  limits  in  the  Fund's  prospectus.
     Borrowings under the LOC bear interest based on prevailing  market rates as
     defined in the LOC. A  commitment  fee of .07% per annum is incurred on the
     unused portion of the line of credit and is allocated to all  participating
     Strong  Funds.  At June 30,  1999,  there  were no  borrowings  by the Fund
     outstanding under the LOC.

5.   INVESTMENT TRANSACTIONS
     The  aggregate  purchases  and sales of  long-term  securities  for the six
     months   ended  June  30,   1999  were   $176,624,329   and   $197,572,719,
     respectively.

                                                                               9
<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
June 30, 1999 (Unaudited)


6.   INCOME TAX INFORMATION
     At June 30, 1999,  the cost of investments in securities for federal income
     tax purposes was  $155,076,876.  Net unrealized  depreciation of securities
     was   $1,279,961,   consisting  of  gross   unrealized   appreciation   and
     depreciation of $13,593,799 and $14,873,760, respectively.

     For corporate  shareholders  in the Fund, the percentage of dividend income
     distributed  for the year ended  December 31, 1998 which is  designated  as
     qualifying for the dividends-received deduction was 0.0% (unaudited).




<TABLE>

FINANCIAL HIGHLIGHTS
- ----------------------------------------------------------------------------------------------------------------------------------
STRONG DISCOVERY FUND II
- ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                            Period Ended
                                                                 -----------------------------------------------------------------
                                                                 June 30,    Dec. 31,    Dec. 31,    Dec. 31,   Dec. 31,  Dec. 31,
Selected Per-Share Data(a)                                       1999(b)      1998         1997        1996       1995      1994
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>         <C>          <C>         <C>        <C>       <C>
Net Asset Value, Beginning of Period                             $12.72      $12.03       $10.80      $13.44     $10.07    $11.54
Income From Investment Operations
  Net Investment Income (Loss)                                    (0.01)      (0.04)       (0.09)      (0.05)     (0.03)     0.10
  Net Realized and Unrealized Gains (Losses) on Investments       (0.82)       0.92         1.32        0.04       3.58     (0.71)
- ----------------------------------------------------------------------------------------------------------------------------------
  Total from Investment Operations                                (0.83)       0.88         1.23       (0.01)      3.55     (0.61)
Less Distributions
  From Net Investment Income                                         --          --           --          --         --     (0.10)
  In Excess of Net Investment Income                                 --          --           --       (1.05)     (0.18)    (0.43)
  From Net Realized Gains                                         (1.65)      (0.19)          --       (1.58)        --     (0.33)
- ----------------------------------------------------------------------------------------------------------------------------------
  Total Distributions                                             (1.65)      (0.19)          --       (2.63)     (0.18)    (0.86)
- ----------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period                                   $10.24      $12.72       $12.03      $10.80     $13.44    $10.07
==================================================================================================================================
Ratios and Supplemental Data
- ----------------------------------------------------------------------------------------------------------------------------------
  Total Return                                                    -5.4%       +7.3%       +11.4%       +0.8%     +35.3%     -5.4%
  Net Assets, End of Period (In Millions)                          $153        $196         $214        $229       $245      $119
  Ratio of Expenses to Average Net Assets                          1.1%*       1.2%         1.2%        1.2%       1.3%      1.2%
  Ratio of Net Investment Income (Loss) to Average Net Assets     (0.2%)*     (0.3%)(b)    (0.7%)      (0.3%)     (0.3%)     1.1%
  Portfolio Turnover Rate                                        106.3%      194.0%       198.1%      970.0%     542.1%    662.5%


  *  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, 1999 (unaudited).

</TABLE>

                                              See Notes to Financial Statements.

10
<PAGE>

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






                                                                              11
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