STRONG VARIABLE INS FDS INC
N-30D, 1999-03-04
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                                   THE STRONG
                                   ----------

                                 INTERNATIONAL
                                 STOCK FUND II

                       =================================
                       ANNUAL REPORT o DECEMBER 31, 1998
                       =================================

                               Table of Contents

Investment Review
     The Strong International Stock Fund II ................................2

Financial Information
     Schedule of Investments in Securities .................................4
     Statement of Assets and Liabilities ...................................5
     Statement of Operations ...............................................6
     Statements of Changes in Net Assets ...................................7
     Notes to Financial Statements .........................................8

Financial Highlights ......................................................10

Report of Independent Accountants .........................................11


                                 [STRONG LOGO]
                            STRONG INVESTMENTS, INC.
                   P.O. Box 2936 o Milwaukee, Wisconsin 53201
             Strong Funds are offered by prospectus only. 10101L98

<PAGE>
                                ===================
                     THE STRONG INTERNATIONAL STOCK FUND II
- --------------------------------===================-----------------------------

FUND 
 HIGHLIGHTS

o    The Fund returned -4.78% for the 12 months ended December 31, 1998.

o    New  management  came  to the  Fund in May  1998.  Major  changes  included
     reducing  the  number of  stocks,  cutting  emerging-market  exposure,  and
     eliminating closed-end funds and illiquid stocks.

o    The  Fund  was  overweighted  in  Western  Europe,  as  well  as in  banks,
     insurance,  and technology.  These positions hurt  performance in September
     and October.

o    The Fund stayed fully  invested in stocks,  in keeping  with our  long-term
     perspective.  We did not sell out of companies  that we continue to believe
     in, even if their market prices suffered in recent downturns.

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

              AVERAGE ANNUAL
              TOTAL RETURNS(1)

              As of 12-31-98

            1-year      -4.78%
         
            3-year      -3.13%
         
   Since Inception      -2.15%
     (on 10-20-95)

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

           FIVE LARGEST HOLDINGS
                BY COUNTRY

             As of 12-31-98

COUNTRY                 % OF NET ASSETS

United Kingdom                    28.0%

Hong Kong                         22.7%

France                             8.9%

Germany                            7.5%

Netherlands                        7.5%

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


PERSPECTIVES
FROM THE MANAGER

/s/ David Lui
David Lui
Portfolio Manager

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

Although  fears of a global  recession  at times  drove  the  markets,  we don't
believe  the world  will fall into  one.  And even if a  recession  were to come
about,  we believe that global  central banks will do their utmost to maintain a
stable  economic  environment,  primarily by making cuts in  benchmark  interest
rates. Therefore, we anticipate that a slow growth environment will prevail over
the gloom-and-doom scenario some observers have forecast recently.

Despite recent missteps, Western Europe appears likely to remain one of the most
attractive areas to invest in during 1999 for several reasons:

1.   The launch of the European  Monetary Union on January 1, 1999, which should
     ease international trade.

2.   Increasing stock buybacks among European  companies,  which can boost stock
     prices and increase shareholder value.

3.   Continued  restructuring,  consolidation,  and deregulation.  The drive for
     efficiency that swept through the U.S. in the late 1980s and early 1990s is
     just beginning in Europe.

4.   Welfare reforms that will reduce the burden on national treasuries.

We also believe  interest  rates will continue to fall over the next few months,
which  bodes  well  for the  battered  Asian  economies.  We  believe  the  most
attractive Asian market for the near future is Hong Kong, because:

1.   Its stock  market is centered on real estate and banking.  Both  industries
     can respond very favorably to declining interest rates.

                                           ----------------------------
                                               
                                              WE ANTICIPATE THAT A
  
                                               SLOW GROWTH ENVIRON-

                                              MENT WILL PREVAIL OVER  

                                               THE GLOOM-AND-DOOM 

                                                  SCENARIO SOME 

                                                  OBSERVERS HAVE 

                                                FORECAST RECENTLY.
                                           
                                           ----------------------------
                                                       
- --------------------------------------------------------------------------------

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 project. Including such insurance fees and expenses in the Fund's
     return quotations has the effect of decreasing the performance quoted.

2

<PAGE>

2.   There are fewer shares  available on the Hong Kong stock market in the wake
     of the government's  recent  substantial  purchases.  This tightened supply
     could move prices up.

3.   The recent strength of the Japanese yen significantly reduced the threat of
     a currency devaluation.

Over the next six to 12  months,  we intend to modify our  weighting  in Western
Europe,  pulling back from our previous heavy emphasis on this region. We remain
firm  believers  in the  region's  bright  prospects,  but we also  believe that
declining interest rates may benefit Southeast Asian markets. As a result, we're
investing  more in the Far East.  And although our  investments  in real estate,
bank,  and  insurance  stocks hurt the Fund in September and early  October,  we
believe the current interest-rate climate will work to their benefit. Thus we're
maintaining our holdings in these areas.

After dire  predictions  by various  market gurus and  strategists,  the sun has
returned to global  stock  markets.  While there may be a slowdown in the global
economy, we believe rumors of its demise are greatly exaggerated.

Thank you for your  investment with the Strong  International  Stock Fund II. We
appreciate the confidence you've shown us.


                    GROWTH OF AN ASSUMED $10,000 INVESTMENT
                           From 10-20-95 to 12-31-98
[GRAPH]
              THE STRONG                             Lipper 
             INTERNATIONAL         MSCI EAFE      International
             STOCK FUND II           Index*        Funds Index*
     
      9-95      10,000              10,000           10,000
     12-95      10,261              10,491           10,320
      6-96      11,641              10,965           11,215
     12-96      11,326              11,125           11,809
      6-97      12,307              12,372           13,456
     12-97       9,795              11,323           12,665
      6-98      10,463              13,127           14,668
     12-98       9,327              13,588           14,269 


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
Morgan Stanley Capital  International  Europe,  Australasia,  and Far East Index
("MSCI  EAFE") 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 indices'  performance  was prorated for the month of
October 1995.


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

*    The MSCI  EAFE is an  unmanaged  index  generally  representative  of major
     overseas stock markets. MSCI EAFE data is U.S. dollar adjusted.  The Lipper
     International Funds Index is an  equally-weighted  performance index of the
     largest qualifying funds in this Lipper category.  Source of the MSCI index
     data is  Standard & Poor's  Micropal.  Source of the  Lipper  index data is
     Lipper, Inc.


YOUR FUND'S 
 APPROACH

THE STRONG INTERNATIONAL STOCK FUND II SEARCHES OUTSIDE THE U.S. FOR STOCKS THAT
APPEAR TO HAVE STRONG GROWTH  POTENTIAL  RELATIVE TO THEIR RISK.  OUR THREE-STEP
INVESTMENT PROCESS INVOLVES COUNTRY ALLOCATION, INTENSIVE RESEARCH, AND CURRENCY
MANAGEMENT.  WE EXAMINE THE ECONOMIC  OUTLOOK OF INDIVIDUAL  COUNTRIES TO DECIDE
HOW MUCH OF THE FUND'S  ASSETS--IF  ANY--TO  INVEST IN EACH ONE.  THEN WE CHOOSE
INDIVIDUAL  STOCKS BASED ON RIGOROUS  ANALYSIS  INCORPORATING  INTERVIEWS WITH A
COMPANY'S LEADERSHIP.  WE MAKE TAX EFFICIENCY A PRIORITY AND SOMETIMES INVEST TO
MANAGE RISK FROM FLUCTUATIONS IN FOREIGN CURRENCY VALUES.

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

MARKET 
 HIGHLIGHTS

o    The MSCI Europe,  Australasia,  and Far East Index,  the Fund's  benchmark,
     returned 20.00% for the 12 months through December 31, 1998.*

o    Western Europe fell hard in September and early October after  accumulating
     strong gains through July.

o    In September  and October,  Japanese  stocks  benefited  from the yen's 33%
     surge in value. The Hong Kong government supported its country's markets by
     using currency reserves to purchase stocks.

o    Concerns  following  Russia's default on its debt, Latin American  turmoil,
     and hedge-fund crises drove investors out of financial-services  companies.
     Fear of a recession,  which could cut corporate spending,  led investors to
     shun high-tech firms.

                                                                              3
<PAGE>


SCHEDULE OF INVESTMENTS IN SECURITIES                          DECEMBER 31, 1998
- --------------------------------------------------------------------------------
                       ==================================
                       STRONG INTERNATIONAL STOCK FUND II
                       ==================================

                                                  Shares or
                                                  Principal     Value
                                                    Amount     (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS 99.3%
Canada  2.7%
Northern Telecom, Ltd.                              25,700  $ 1,288,213

Egypt 0.0%
Suez Cement                                            105        1,585

Finland 5.9%
Nokia Oyj `A Shares'                                20,000    2,433,042
Sonera Group Oyj (b)                                19,200      342,824
                                                            -----------
                                                              2,775,866
France 8.9%
Banque Nationale de Paris                           12,700    1,045,778
Groupe Danone                                        1,500      429,439
Pinault-Printemps-Redoute SA                         2,525      482,527
Societe Generale                                     2,700      437,221
Societe Television Francaise                         2,700      480,702
ST Microelectronics (b)                             12,200      862,276
Suez Lyonnaise des Eaux                              2,300      472,453
                                                            -----------
                                                              4,210,396
Germany 7.5%
Bayerische Motoren Werke AG                          1,600    1,243,045
Bayerische Motoren Werke AG - New (b)                  134      101,367
Deutsche Lufthansa AG - Registered Shares           48,000    1,061,347
Mannesmann AG                                       10,000    1,147,630
Muenchener Rueckversicherungs-Gesellschaft
  Warrants, Expire 6/03/02 (b)                          52        2,421
                                                            -----------
                                                              3,555,810
Greece 0.3%
Panafon Hellenic Telecom Company SA
  (Acquired 11/20/98; Cost $99,116) (b) (c)          5,500      147,242

Hong Kong 22.7%
Cheung Kong Holdings, Ltd.                         228,000    1,640,848
China Telecom (Hong Kong), Ltd. (b)                382,000      660,780
Citic Pacific, Ltd.                                349,000      752,369
Hang Seng Bank, Ltd.                               198,000    1,770,002
Henderson Land Development Company, Ltd.           250,000    1,294,116
Hutchison Whampoa, Ltd.                            209,000    1,477,132
New World Development Company, Ltd.                565,000    1,422,238
Peregrine Investment Holdings, Ltd. (b)            236,000            0
Sun Hung Kai Properties, Ltd.                      231,000    1,684,804
                                                            -----------
                                                             10,702,289
India 0.0%
UTI-Mastergrowth 93 Fund (b)                        15,100        3,595

Ireland 1.2%
Bank of Ireland                                     26,000      577,030

Italy 6.7%
Banca Poplare di Brescia                            30,000      732,506
La Rinascente Spa                                   58,500      602,216
Mediaset Spa                                        88,000      715,606
Mediolanum Spa                                      85,000      631,092
Telecom Italia Mobile Spa                           67,000      495,096
                                                            -----------
                                                              3,176,516
Kazakhstan 0.1%
Firebird Republics Fund (b)                          1,280       68,784

Netherlands 7.5%
ASM Lithography Holding NV (b)                      29,000      885,661
Getronics NV                                         7,600      376,057
Koninklijke Ahold NV                                23,250      858,500
Koninklijke Ahrend NV                               12,000      273,903
Vendex NV                                           21,100      511,924
VNU NV                                              17,000      640,383
                                                            -----------
                                                              3,546,428
Portugal 1.6%
Brisa-Auto Estradas de Portugal SA                  12,800      753,956

Romania 0.3%
The Romanian Investment Fund, Ltd.
  (Acquired 5/08/97; Cost $300,000) (b) (c)            300      146,250

Spain 1.1%
Banco Santander SA                                  25,363      504,007

Sweden 1.1%
Skandia Forsakrings AB                              33,000      504,905

Switzerland 3.4%
Adecco SA                                            1,921      876,932
Zurich Allied AG                                       950      703,422
                                                            -----------
                                                              1,580,354
Ukraine 0.3%
Ukrainian Opportunity Fund (b)                      29,700      148,500

United Kingdom 28.0%
Boots Company PLC                                   27,000      457,048
Cable & Wireless Communications PLC (b)             86,400      784,504
Diageo PLC                                           3,813       43,135
Dixons Group PLC                                    35,000      489,430
EMAP PLC                                            28,800      547,772
GKN PLC                                             39,500      520,999
Hays PLC                                            73,200      638,620
Legal & General Group PLC                          135,000    1,742,673
Lloyds TSB Group PLC                               108,000    1,527,211
Misys PLC                                          128,500      930,333
National Express Group PLC                          48,000      885,961
Stagecoach Holdings PLC                            145,000      573,760
Standard Chartered PLC                             177,000    2,038,936
Vodafone Group PLC                                  79,000    1,275,223
WPP Group PLC                                      129,000      780,340
                                                            -----------
                                                             13,235,945
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS (Cost $41,914,096)                       46,927,671
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (A) 1.8%
COMMERCIAL PAPER 0.1%
Interest Bearing, Due Upon Demand
United States
United States Cayman Eurodollar Call Deposit,
  3.75%                                           $ 71,000       71,000
TIME DEPOSITS 1.7%
United States
Westdeutsche Landesbank Gironzentrale
  Grand Cayman, 5.4375%, Due 1/04/99               800,000      800,000
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (Cost $871,000)                    871,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (Cost $42,785,096) 101.1%    47,798,671
Other Assets and Liabilities, Net (1.1%)                       (517,914)
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                           $47,280,757
================================================================================

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.

Percentages are stated as a percent of net assets.

See Notes to Financial Statements.

4

<PAGE>

STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
December 31, 1998
                                   
                                                         Strong International
                                                            Stock Fund II
                                                         --------------------
ASSETS:
  Investments in Securities, at Value (Cost of $42,785,096)   $47,798,671
  Dividends and Interest Receivable                                75,350
  Other Assets                                                      5,822
                                                              -----------
  Total Assets                                                 47,879,843

LIABILITIES:
  Payable for Securities Purchased                                504,053
  Accrued Operating Expenses and Other Liabilities                 95,033
                                                              -----------
  Total Liabilities                                               599,086
                                                              -----------
NET ASSETS                                                    $47,280,757
                                                              ===========
NET ASSETS CONSIST OF:
  Capital Stock (par value and paid-in capital)               $61,176,924
  Accumulated Net Investment Income                               177,022
  Accumulated Net Realized Loss                               (19,089,366)
  Net Unrealized Appreciation                                   5,016,177
                                                              -----------
  Net Assets                                                  $47,280,757
                                                              ===========

Capital Shares Outstanding (Unlimited Number Authorized)        5,387,173

NET ASSET VALUE PER SHARE                                           $8.78
                                                                    =====





                       See Notes to Financial Statements.

                                                                              5

<PAGE>

STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Year Ended December 31, 1998

                                                         Strong International
                                                            Stock Fund II
                                                         --------------------
INCOME:
  Dividends (net of withholding taxes of $99,828)             $  912,104
  Interest                                                       138,178
                                                              ----------
  Total Income                                                 1,050,282
EXPENSES:
  Investment Advisory Fees                                       548,043
  Custodian Fees                                                 253,030
  Shareholder Servicing Costs                                     50,034
  Other                                                           29,829
                                                              ----------
  Total Expenses                                                 880,936
                                                              ----------
NET INVESTMENT INCOME                                            169,346

REALIZED AND UNREALIZED GAIN (LOSS):
  Net Realized Gain (Loss) on:
    Investments                                              (12,693,411)
    Futures Contracts and Forward Foreign Currency Contracts  (1,138,499)
    Foreign Currencies                                            (1,796)
                                                              ---------- 
    Net Realized Loss                                        (13,833,706)
  Change in Unrealized Appreciation/Depreciation on:
    Investments                                               11,797,320
    Futures Contracts                                            (98,437)
    Foreign Currencies                                             3,375
                                                              ----------
    Net Change in Unrealized Appreciation/Depreciation        11,702,258
                                                              ----------
NET LOSS ON INVESTMENTS                                       (2,131,448)
                                                              ---------- 
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS         ($1,962,102)
                                                              ========== 



                       See Notes to Financial Statements.

6

<PAGE>
<TABLE>

STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------------------------
<CAPTION>

                                                             Strong International Stock Fund II
                                                             ----------------------------------
                                                                 Year Ended      Year Ended
                                                                Dec. 31, 1998   Dec. 31, 1997
                                                                -------------   -------------
<S>                                                              <C>              <C>
OPERATIONS:
  Net Investment Income                                           $  169,346      $  468,442
  Net Realized Loss                                              (13,833,706)     (3,983,154)
  Net Change in Unrealized Appreciation/Depreciation              11,702,258      (5,890,715)
                                                                  ----------      ---------- 
  Net Decrease in Net Assets Resulting from Operations            (1,962,102)     (9,405,427)
DISTRIBUTIONS:
  From Net Investment Income                                        (642,787)       (468,442)
  In Excess of Net Investment Income                                      --        (835,402)
  From Net Realized Gains                                                 --      (1,952,335)
                                                                  ----------      ---------- 
  Total Distributions                                               (642,787)     (3,256,179)
CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                                       62,818,720      49,323,565
  Proceeds from Reinvestment of Distributions                        642,787       3,256,179
  Payment for Shares Redeemed                                    (73,396,714)    (55,248,543)
                                                                  ----------      ---------- 
  Net Decrease in Net Assets from Capital Share Transactions      (9,935,207)     (2,668,799)
                                                                  ----------      ---------- 
TOTAL DECREASE IN NET ASSETS                                     (12,540,096)    (15,330,405)
NET ASSETS:
  Beginning of Year                                               59,820,853      75,151,258
                                                                  ----------      ----------
  End of Year                                                    $47,280,757     $59,820,853
                                                                 ===========     ===========

TRANSACTIONS IN SHARES OF THE FUND:
  Sold                                                             6,670,162       4,419,239
  Issued in Reinvestment of Distributions                             63,075         288,891
  Redeemed                                                        (7,763,041)     (4,980,333)
                                                                  ----------      ---------- 
  Net Decrease in Shares of the Fund                              (1,029,804)       (272,203)
                                                                  ==========      ========== 


                             See Notes to Financial Statements.
 

                                                                                          7
</TABLE>

<PAGE>

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
December 31, 1998

1.   ORGANIZATION
     Strong  International  Stock  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 December 31, 1998,  approximately  86% 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,  depending on local  convention or  regulation.
          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  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.   Aggregate  cost  and  fair  value  of  these  restricted
          securities  held at  December  31,  1998 were  $399,116  and  $293,492
          respectively, representing 0.6% of the net assets of the Fund.

     (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  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  calculated  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

          Foreign  denominated assets and forward currency contracts may involve
          greater  risks  than  domestic   transactions,   including   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.  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  (none were written
          during the period).  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
          market-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)  Use of  Estimates  --  The  preparation  of  financial  statements  in
          conformity  with generally  accepted  accounting  principles  requires
          management to make estimates and assumptions  that affect the reported
          amounts of assets and liabilities and disclosure of contingent  assets
          and  liabilities  at the  date of the  financial  statements,  and the
          reported  amounts  of  increases  and  decreases  in net  assets  from
          operations  during the reporting  period.  Actual results could differ
          from those estimates.

     (J)  Other -- Investment security transactions are recorded as of the trade
          date.  Dividend income and  distributions to shareholders are recorded
          on the  ex-dividend  date.  Interest income is recorded on the accrual
          basis and includes amortization of premium and discounts.

3.   RELATED PARTY TRANSACTIONS
     Strong Capital Management, Inc. (the "Advisor"), with whom certain officers
     and directors of the Fund are affiliated,  provides investment advisory 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 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 Fund may invest  cash  reserves 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  December  31,  1998,  shareholder
     servicing  and  other  expenses  paid  to  the  Advisor  and   unaffiliated
     directors'  fees for the year then ended were  $7,586,  $99,386 and $1,500,
     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 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 December 31, 1998,  there were no  borrowings  by the Funds  outstanding
     under the LOC.

5.   INVESTMENT TRANSACTIONS
     The  aggregate  purchases  and sales of long-term  securities  for the year
     ended December 31, 1998 were $133,185,286 and $135,755,181, respectively..

6.   INCOME TAX INFORMATION
     At December 31, 1998,  the cost of  investments  in securities  for federal
     income  tax  purposes  was  $45,013,421.  Net  unrealized  appreciation  of
     securities was $2,785,250,  consisting of gross unrealized appreciation and
     depreciation  of $4,527,849 and  $1,742,599,  respectively.  The Fund had a
     capital loss carryover of $16,861,042 which expires in 2006.

                                                                              9

<PAGE>
<TABLE>

FINANCIAL HIGHLIGHTS
- ---------------------------------------------------------------------------------------------------------------
STRONG INTERNATIONAL STOCK FUND II
- -----------------------------------------------------------------------------------------------
<CAPTION>
  
                                                                         Year Ended
                                                               --------------------------------
<S>                                                            <C>       <C>      <C>    <C>    
SELECTED PER-SHARE DATA(a)                                     1998      1997     1996   1995(b)
- -----------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period                           $9.32    $11.23   $10.22  $10.00

Income From Investment Operations
  Net Investment Income                                         0.03      0.06     0.03    0.01
  Net Realized and Unrealized Gains (Losses) on Investments    (0.46)    (1.50)    1.03    0.25
- -----------------------------------------------------------------------------------------------
  Total from Investment Operations                             (0.43)    (1.44)    1.06    0.26

Less Distributions
  From Net Investment Income                                   (0.11)    (0.06)   (0.03)  (0.01)
  In Excess of Net Investment Income                              --     (0.12)   (0.02)  (0.03)
  From Net Realized Gains                                         --     (0.29)      --      --
- -----------------------------------------------------------------------------------------------
  Total Distributions                                          (0.11)    (0.47)   (0.05)  (0.04)
- -----------------------------------------------------------------------------------------------
Net Asset Value, End of Period                                 $8.78     $9.32   $11.23  $10.22
===============================================================================================

RATIOS AND SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------
  Total Return                                                 -4.8%    -13.5%   +10.4%   +2.6%
  Net Assets, End of Period (In Millions)                        $47       $60      $75      $2
  Ratio of Expenses to Average Net Assets                       1.6%      1.5%     1.9%    2.0%*
  Ratio of Net Investment Income to Average Net Assets          0.3%      0.6%     0.4%    1.0%*
  Portfolio Turnover Rate                                     255.2%    169.2%   126.0%   26.9%

</TABLE>

 *   Calculated on an annualized basis.
(a)  Information  presented  relates  to a share  of  capital  stock of the Fund
     outstanding for the entire period.
(b)  For the period from October 20, 1995 (inception) to December 31, 1995.

See Notes to Financial Statements.

10

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Board of Directors of Strong Variable Insurance Funds, Inc.
and the Shareholders of the Strong International Stock Fund II

In our opinion, the accompanying statement of assets and liabilities,  including
the schedule of  investments,  and the related  statements of operations  and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material respects,  the financial position of Strong International Stock Fund II
(the "Fund") (one of the portfolios  constituting the Strong Variable  Insurance
Funds,  Inc.) at December 31, 1998,  the results of its  operations for the year
then  ended,  the  changes  in its net  assets  for each of the two years in the
period  then  ended  and  the  financial  highlights  for  each  of the  periods
indicated,  in conformity with generally accepted accounting  principles.  These
financial  statements  and  financial  highlights   (hereafter  referred  to  as
"financial  statements") are the  responsibility of the Fund's  management;  our
responsibility  is to express an opinion on these financial  statements based on
our audits. We conducted our audits of these financial  statements in accordance
with  generally  accepted  auditing  standards  which  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements,  assessing the accounting  principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits,  which included  confirmation of securities owned at
December 31, 1998 by  correspondence  with the  custodian,  provide a reasonable
basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Milwaukee, Wisconsin
February 3, 1999


                                                                             11




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