STRONG SPECIAL FUND II INC
N-30D, 1996-08-28
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<PAGE>
                                   THE STRONG
                                 SPECIAL FUND II

                       SEMI-ANNUAL REPORT o JUNE 30, 1996

[PHOTO OF FAMILY]
[pie chart]
[bar graph]

                        DESIGNED TO SEEK CAPITAL GROWTH
                           BY INVESTING PRIMARILY IN
                             MEDIUM-SIZED COMPANIES

                              [STRONG FUNDS LOGO]
                                  STRONG FUNDS


<PAGE>
                                   THE STRONG
                                 SPECIAL FUND II

                       SEMI-ANNUAL REPORT o JUNE 30, 1996



                                Table of Contents
INVESTMENT REVIEWS
       The Strong Special Fund II................................2


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

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

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

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

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


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


<PAGE>
The Strong  SPECIAL FUND II
================================================================================
In pursuit of capital growth, the Strong Special Fund II invests at least 80% of
its total  assets in equity  securities.  It currently  emphasizes  medium-sized
companies that the Fund's advisor believes are under-researched and attractively
valued.

6-MONTH
TOTAL RETURNS 1
as of 6-30-96

Special Fund II   7.26%   
S&P Midcap 400    9.21%   
S&P 500 Index     10.10%  

FIVE LARGEST STOCK HOLDINGS
Based on net assets as of 6-30-96

 ................................................................................
Thrifty Payless Holdings, Inc.      Retail - Drug Store              1.6%
Class B
 ................................................................................
Barrett Resources                   Oil - North American             1.6%
Corporation                         Exploration & Production
 ................................................................................
Intel Corporation                   Electronics -                    1.5%
                                    Semiconductor/Component
 ................................................................................
Halliburton Company                 Oil Well Equipment
                                    & Service                        1.5%
 ................................................................................
The E.W. Scripps Company            Media-Publishing                 1.5%
 ................................................................................
Please see the Schedule of Investments in Securities for a complete listing
of the Fund's portfolio.

STOCKS CONTINUED TO CLIMB . . .
Despite a difficult June, the stock market turned in a good performance over the
first half of the year.  The broad  market,  as  measured  by the S&P 500 Index,
gained  10.10% for the six months  ended June 30, while the S&P MidCap 400 Stock
Index posted a slightly  lower gain of 9.21%.  The Fund posted a total return of
7.26% over the same period. 1


WHILE THE ECONOMY HEATED UP
A slow-growing  economy early in the year prompted the Federal  Reserve Board to
lower short-term  interest rates in January,  but the announcement of February's
unexpectedly  large increase in jobs set the  slow-growth  scenario on its head.
Other signs of renewed growth followed--including price increases in several key
commodities--and  prompted  some  economists  to  predict  the  return of higher
inflation. The Fed, however, declined subsequent opportunities to increase rates
further, and signs of renewed inflation have been elusive.

Given  this  scenario,  we  entered  the second  quarter  with a  slightly  more
defensive portfolio.  Consequently, the Fund did not realize the gains that many
higher priced growth stocks  produced in April and May--when  small- and mid-cap
stocks  produced some very  impressive  gains.  However,  our  defensive  stance
protected the Fund from some of the sharp price  declines  experienced  in June.
The Fund also benefited from an overweighted  position in the energy sector,  as
many oil service and oil and gas exploration and production  companies performed
well during this period.


OUR INVESTMENT APPROACH REMAINED UNCHANGED
We  believe  that  much of this  market's  increase  has  been  momentum-driven,
stimulated by a surge of cash into mutual funds. Despite the momentum, we remain
committed to a  consistent  investment  approach  and will  continue to evaluate
existing and  prospective  holdings by  analyzing  their  "private  value." That
simply   means   that   we   evaluate   companies   as   if  we   were   private
buyers--determining  how  much we  would  be  willing  to pay to own the  entire
company.  In doing so, we have a disciplined way to view the company's  inherent
value and impartially evaluate potential winners and losers.

We look at underfollowed  stocks--those with low institutional ownership and low
analyst  coverage--because we believe they tend to be undervalued by the market.
We look at  unpopular,  or "quiet,"  sectors  because we think that, in a market
increasingly  dominated by  institutions,  unpopular  sectors can yield superior
returns. And now, more than ever--given higher stock  valuations--we  believe it
is essential to thoroughly understand the dynamics of each individual stock.


OUR OUTLOOK IS MIXED
We are somewhat  cautious  going into the second half of the year as the general
market appears to be fairly valued,  and we don't expect to see stock valuations
rise  across the board.  We look for  corporate  profit  margins to shrink,  and
believe that only the best  management  teams will be rewarded with higher stock
prices.

2

<PAGE>
ASSET ALLOCATION
as of 6-30-96

Stocks                        89.3%
Convertible Bonds              0.3%
Short-Term Investments        10.4%

This  allocation is presented as a percentage of net assets and does not reflect
any options or futures  positions  held by the Fund.  Please see the Schedule of
Investments in Securities for a complete listing of the Fund's portfolio.

Consequently,  the quality of  management  will be  increasingly  important to a
company's  ability to perform well during the second half of the year. We intend
to focus on individual stock selection,  and to place emphasis on underfollowed,
growing firms selling at significant discounts to their private-market values.

Thank you for your continued confidence,


/s/ Richard T. Weiss
Richard T. Weiss
Portfolio Manager


/s/ Marina T. Carlson
Marina T. Carlson
Portfolio Manager
[PHOTO OF RICHARD T. WEISS & MARINA T. CARLSON]

- --------------------------------------------------------------------------------
GROWTH OF AN ASSUMED $10,000 INVESTMENT                  AVERAGE ANNUAL  
from 5-8-92 to 6-30-96                                   TOTAL RETURNS 1 
                                                         as of 6-30-96   
               The Strong         S&P 500                                
             Special Fund II    Stock Index              1-YEAR          
4-92              10,000           10,000                19.30%          
12-92             11,617           10,680                                
12-93             14,540           11,756                3-YEAR          
12-94             15,064           11,911                15.63%          
12-95             18,953           16,387                                
6-96              20,330           18,043                SINCE INCEPTION 
                                                         (on 5-8-92)     
                                                         18.66%          
                                                         
This graph,  provided in  accordance  with SEC  regulations,  compares a $10,000
investment in the Fund, made at its inception,  with a similar investment in the
Standard & Poor's 500 Stock Index ("S&P 500"). The S&P 500 is an unmanaged index
generally  representative of the U.S. stock market. Results include 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.  Source  of the S&P 500
index data is Micropal.  To equalize time periods,  the indexes' performance was
prorated for the month of May, 1992.
- --------------------------------------------------------------------------------

1    Average annual total return and total return measure change in the value of
     an  investment  in the Fund,  assuming  reinvestment  of all  dividends and
     capital gains.  Average  annual total return  reflects  annualized  change,
     while total return reflects  aggregate  change.  The Fund's returns include
     the effect of deducting the Fund's expenses, but do not include charges and
     expenses  attributable to any particular insurance product.  Including such
     insurance  fees and  expenses  from the Fund's  return  quotations  has the
     effect of decreasing the performance  quoted. The S&P 500 Stock Index is an
     unmanaged index generally  representative of the U.S. stock market, without
     regard to company  size.  The S&P MidCap  400 Stock  Index is an  unmanaged
     index  generally  representative  of the market for the stocks of  mid-size
     U.S. companies. Source of the index data is Micropal.



                                                                               3

<PAGE>
SCHEDULE OF INVESTMENTS IN SECURITIES                  June 30, 1996 (Unaudited)
- --------------------------------------------------------------------------------
                                                  SHARES OR       VALUE
                                                  PRINCIPAL     (NOTE 2)
                                                   AMOUNT     (In Thousands)
- --------------------------------------------------------------------------------
COMMON STOCKS 89.2%
AEROSPACE & DEFENSE 1.2%
Litton Industries, Inc. (b)                        148,000   $    6,438

AIRLINE 1.3%
AMR Corporation (b)                                 66,000        6,006
Air New Zealand, Ltd. Class B                      418,000        1,309
                                                                 ------
                                                                  7,315
AUTO & TRUCK PARTS 0.4%
Magna International, Inc. Class A                   42,150        1,939

BANK - MONEY CENTER 1.3%
The Bank of Tokyo - Mitsubishi                         850           20
Hong Leong Finance, Ltd. (Fgn Reg)                 141,000          494
Toronto-Dominion Bank                              330,000        5,822
United Overseas Bank, Ltd.                          62,000          593
                                                                 ------
                                                                  6,929
BANK - REGIONAL 2.1%
Mercantile Bancorporation, Inc.                    145,000        6,453
Old Kent Financial Corporation                     136,085        5,324
                                                                 ------
                                                                 11,777
BANK - SUPER REGIONAL 1.2%
Barnett Banks, Inc.                                104,900        6,399

BEVERAGE - ALCOHOLIC 0.2%
Molson Companies, Ltd. Class A                      83,000        1,349

BEVERAGE - SOFT DRINK 0.1%
Coca-Cola Amatil, Ltd.                              72,000          801

BROKERAGE & INVESTMENT MANAGEMENT 1.9%
Equity Residential Properties Trust                 80,000        2,630
Kay Hian James Capel Holdings, Ltd.                260,000          275
Kimco Realty Corporation                           145,700        4,116
Security Capital Pacific, Inc. Share
  Beneficial Interest                              172,800        3,758
                                                                 ------
                                                                 10,779
CLOSED-END FUND 0.1%
The Central European Growth Fund PLC               392,000          396
Five Arrows Chile Investment Trust, Ltd. (b)        35,000          102
Jardine Fleming Fund                               490,000          168
                                                                 ------
                                                                    666
COMMERCIAL SERVICE 1.7%
Reuters Holdings PLC ADR                            92,500        6,706
Rollins Truck Leasing Corporation                  229,000        2,376
                                                                 ------
                                                                  9,082
COMPUTER - PERIPHERAL EQUIPMENT 1.0%
Seagate Technology, Inc. (b)                       126,000        5,670

COMPUTER - PERSONAL & WORKSTATION 1.1%
Sun Microsystems, Inc. (b)                         103,000        6,064

COMPUTER SOFTWARE 1.2%
Cabletron Systems, Inc. (b)                         98,000        6,725

COMPUTER SYSTEMS 1.1%
Policy Management Systems Corporation (b)          119,400        5,970

CONGLOMERATE 0.3%
Guinness Peat Group PLC                            441,650          227
Inchcape PLC                                       127,000          578
Lonrho PLC                                         283,000          813
                                                                 ------
                                                                  1,618

COSMETIC & PERSONAL CARE 0.0%
Shinseido Company, Ltd.                             16,000          204

DIVERSIFIED OPERATIONS 3.4%
ITT Industries, Inc.                               221,000        5,553
Tyco International, Ltd.                           139,000        5,664
Whitman Corporation                                316,900        7,645
                                                                 ------
                                                                 18,862
ELECTRIC POWER 1.4%
NIPSCO Industries, Inc.                            184,200        7,414

ELECTRONIC INSTRUMENTATION 1.1%
Varian Associates, Inc.                            111,000        5,744

ELECTRONIC PARTS DISTRIBUTION 2.1%
Arrow Electronics, Inc. (b)                        154,500        6,663
Marshall Industries (b)                            176,600        4,945
                                                                 ------
                                                                 11,608
ELECTRONIC PRODUCTS - MISCELLANEOUS 2.2%
AVX Corporation                                    308,000        5,698
Hubbell, Inc. Class B                               87,300        5,784
Sony Corporation                                     8,000          526
                                                                 ------
                                                                 12,008
ELECTRONICS - SEMICONDUCTOR/
  COMPONENT 4.4%
Altera Corporation (b)                             157,000        5,966
Intel Corporation                                  114,000        8,372
LSI Logic Corporation (b)                          160,000        4,160
SGS-Thomson Microelectronics (b)                   160,000        5,740
                                                                 ------
                                                                 24,238
ENGINEERING & CONSTRUCTION 0.3%
Ishikawajima Harima Heavy Industries
  Company, Ltd.                                     45,000          220
Italian-Thai Development PLC                        57,000          530
Ohmoto Gumi Company, Ltd.                           17,800          360
The Siam Cement PCL (Fgn Reg)                       11,000          540
Walker Corporation                                 340,000          119
                                                                 ------
                                                                  1,769
FINANCE - MISCELLANEOUS 0.2%
Lend Lease Corporation, Ltd.                        48,500          745
TA Enterprise BHD                                  340,000          532
                                                                 ------
                                                                  1,277
FOOD 4.0%
CPC International, Inc.                            105,700        7,610
Hershey Foods Corporation                           97,000        7,117
Nestle SA Sponsored ADR                            124,900        7,119
                                                                 ------
                                                                 21,846
HEALTHCARE - DRUG/DIVERSIFIED 3.7%
Mallinckrodt Group, Inc.                           168,000        6,531
Pharmacia & Upjohn, Inc. (b)                       164,400        7,295
Rhone Poulenc Rorer, Inc.                           99,000        6,645
                                                                 ------
                                                                 20,471
HEALTHCARE - MEDICAL SUPPLY 2.4%
McKesson Corporation                               139,000        6,620
Sybron International Corporation (b)               267,000        6,675
                                                                 ------
                                                                 13,295
HEALTHCARE - PATIENT CARE 1.2%
Tenet Healthcare Corporation (b)                   320,600        6,853

HOUSING RELATED 0.0%
Nichiha                                              8,000          162

4
                       See notes to financial statements.

<PAGE>
- --------------------------------------------------------------------------------
                                                  SHARES OR       VALUE
                                                  PRINCIPAL     (NOTE 2)
                                                   AMOUNT     (In Thousands)
- --------------------------------------------------------------------------------
INSURANCE - PROPERTY & CASUALTY 2.4%
ACE, Ltd. ADR                                      130,300   $    6,124
American International Group, Inc.                  73,400        7,239
                                                                 ------
                                                                 13,363
LEISURE PRODUCT 1.1%
De Rigo Spa ADR (b)                                  8,360          191
Eastman Kodak Company                               76,800        5,971
                                                                 ------
                                                                  6,162
MEDIA - PUBLISHING 3.3%
Arnoldo Mondadori Editore Spa                       13,000           98
News Corporation, Ltd.                             545,000        3,094
News Corporation, Ltd. ADR                         132,600        3,116
The E.W. Scripps Company                           172,400        8,038
Time Warner, Inc.                                  103,600        4,066
                                                                 ------
                                                                 18,412
MEDIA - RADIO/TV 5.6%
Bell Cablemedia PLC ADR (b)                        355,500        5,954
Cox Communications, Inc. Class A (b)               352,100        7,614
Tele-Communications, Inc. Class A (b)              348,700        6,320
Tele-Communications, Inc. Liberty
  Media Group Series A (b)                         254,000        6,731
Turner Broadcasting System, Inc. Class B           151,500        4,166
                                                                 ------
                                                                 30,785
METALS & MINING 1.3%
Freeport-McMoRan Copper & Gold, Inc. Class A       225,100        6,725
Minsur SA - Trabajo (b)                             67,000          599
                                                                 ------
                                                                  7,324
OIL - NORTH AMERICAN EXPLORATION &
  PRODUCTION 4.9%
Barrett Resources Corporation (b)                  292,800        8,711
Devon Energy Corporation                           303,900        7,446
Enron Oil & Gas Company                            261,000        7,275
H S Resources, Inc. (b)                            297,600        3,459
                                                                 ------
                                                                 26,891
OIL - NORTH AMERICAN INTEGRATED 1.1%
Phillips Petroleum Company                         150,000        6,281

OIL WELL EQUIPMENT & SERVICE 3.9%
BJ Services Company (b)                            189,500        6,656
Halliburton Company                                148,000        8,214
Petroleum Geo-Services A/S ADR (b)                 239,300        6,790
                                                                 ------
                                                                 21,660
PAPER & FOREST PRODUCTS 2.5%
Fletcher Challenge, Ltd. Forestry Division       1,057,438        1,310
The Mead Corporation                               113,000        5,862
Willamette Industries, Inc.                        109,000        6,486
                                                                 ------
                                                                 13,658
PRECIOUS METAL/GEM/STONE 2.6%
De Beers Consolidated Mines, Ltd. ADR              210,500        7,104
Newmont Mining Company                             122,800        6,063
Western Deep Levels, Ltd. ADR                       26,400          957
                                                                 ------
                                                                 14,124
RAILROAD 0.4%
Canadian National Railway Company First
  Installment Receipt                              125,000        2,297

REAL ESTATE 0.1%
Land & House PCL (Fgn Reg)                          37,800          476
TOC Company, Ltd.                                   28,000          332
                                                                 ------
                                                                    808
RETAIL - DEPARTMENT STORE 1.0%
May Department Stores Company                      125,000        5,469

RETAIL - DRUG STORE 1.6%
Thrifty Payless Holdings, Inc. Class B (b)         515,000        8,884    

RETAIL - FOOD CHAIN 3.7%
Albertson's, Inc.                                  147,000        6,082
American Stores Company                            183,400        7,565
FamilyMart                                           6,700          298
The Kroger Company (b)                             166,000        6,557
                                                                 ------
                                                                 20,502
RETAIL - MAJOR CHAIN 1.6%
Coles Myer, Ltd.                                   137,000          498
Sears CDA, Inc.                                    150,000          891
Toys 'R' Us, Inc. (b)                              259,000        7,382
                                                                 ------
                                                                  8,771
RETAIL - RESTAURANT 1.0%
Darden Restaurants, Inc.                           520,000        5,590

RETAIL - SPECIALTY 1.3%
Cortefiel, SA                                        7,000          160
The Limited, Inc.                                  224,800        4,833
Ross Stores, Inc.                                   60,800        2,113
                                                                 ------
                                                                  7,106
SHIPPING 0.4%
Anangel American Shipholdings, Ltd. ADR            211,200        2,059
Cosco Investments, Ltd.                             47,000           49
                                                                 ------
                                                                  2,108
SHOE & APPAREL MANUFACTURING 0.0%
Inner Mongolia Erdos Cashmere `B'                  192,000           93

STEEL 0.1%
Companhia Vale do Rio Doce Sponsored ADR            30,000          604

TELECOMMUNICATION SERVICE 5.5%
AirTouch Communications (b)                        195,000        5,509
MCI Communications Corporation                     232,000        5,945
Mobilemedia Corporation (b)                        402,500        4,880
Paging Network, Inc. (b)                           289,100        6,938
Portugal Telecom SA Sponsored ADR                   13,000          341
U.S. West, Inc. Media Group (b)                    381,900        6,970
                                                                 ------
                                                                 30,583
TELEPHONE 1.2%
Telephone & Data Systems, Inc.                     148,700        6,692
                                                                -------
TOTAL COMMON STOCKS (COST $419,015)                             493,439

PREFERRED STOCK 0.1%
Thai Prime Fund, Ltd. (COST $496)                   28,000          493

CONVERTIBLE BONDS 0.3%
LSI Logic Corporation Subordinated Notes,
  5.50%, Due 3/15/01 (Acquired 3/16/94 - 11/01/94;
  Original Cost $748) (AMORTIZED COST $687) (d)    $   665        1,443

SHORT-TERM INVESTMENTS (a) 9.4%
COMMERCIAL PAPER 9.1%
DISCOUNTED 8.8%
Baxter International, Inc., Due 7/15/96              7,390        7,374
Cole Taylor Finance Company, Due 7/12/96 (c)         8,700        8,685
Conagra, Inc., Due 7/11/96                           5,800        5,791
FMC Corporation, Due 7/08/96                        15,571       15,554
Salomon, Inc., Due 7/11/96                          10,340       10,325
Tupperware Corporation, Due 7/11/96                  1,200        1,198
                                                                 ------
                                                                 48,927

                                                                              5

                       See notes to financial statements.

<PAGE>
SCHEDULE OF INVESTMENTS IN SECURITIES(continued)      June 30, 1996 (Unaudited)
- --------------------------------------------------------------------------------
                                                  SHARES OR       VALUE
                                                  PRINCIPAL     (NOTE 2)
                                                   AMOUNT     (In Thousands)
- --------------------------------------------------------------------------------
INTEREST BEARING, DUE UPON DEMAND 0.3%
American Family Financial Services, Inc., 5.15%   $    586     $    586
General Mills, Inc., 5.14%                             438          438
Johnson Controls, Inc., 5.17%                          102          102
Pitney Bowes Credit Corporation, 5.14%                  37           37
Wisconsin Electric Power Company, 5.19%                584          584
                                                                 ------
                                                                  1,747
                                                                  -----
Total Commercial Paper                                           50,674

UNITED STATES GOVERNMENT ISSUES 0.3%
United States Treasury Bills:
  Due 7/05/96 (c)                                      325          325
  Due 7/25/96 (c)                                      435          434
  Due 8/01/96 (c)                                      100           99
  Due 8/08/96 (c)                                      600          597
                                                                  -----
                                                                  1,455
                                                                  -----
TOTAL SHORT-TERM INVESTMENTS
  (COST $52,129)                                                 52,129
                                                                 ------
TOTAL INVESTMENTS IN SECURITIES
  (COST $472,327) 99.0%                                         547,504
Other Assets and Liabilities, Net 1.0%                            5,408
                                                                -------
NET ASSETS 100.0%                                              $552,912
                                                               ========


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

                                             VALUE         UNREALIZED
                           SETTLEMENT       IN USD        APPRECIATION
                              DATE      (In Thousands)   (In Thousands)
- --------------------------------------------------------------------------------
Sold:
236,218,000   JPY            11/7/96        ($2,195)           $105


FUTURES
- -------
                                          UNDERLYING       UNREALIZED
                                         FACE AMOUNT      APPRECIATION
                           EXPIRATION     AT VALUE       (DEPRECIATION)
                              DATE     (In Thousands)    (In Thousands)
- --------------------------------------------------------------------------------
Purchased:
17  S&P 500 Futures         Sep. 96         $5,753             ($8)


                                                   PERCENTAGE OF
COUNTRY DIVERSIFICATION                              NET ASSETS
- --------------------------------------------------------------------------------
United States .......................................  84.2%
United Kingdom ......................................   2.6
Canada ..............................................   2.1
Australia ...........................................   1.5
South Africa ........................................   1.3
Switzerland .........................................   1.3
Norway ..............................................   1.2
Bermuda .............................................   1.1
France ..............................................   1.0
New Zealand .........................................   0.5
Japan ...............................................   0.4
Luxembourg ..........................................   0.4
Thailand ............................................   0.4
Hong Kong ...........................................   0.2
Singapore ...........................................   0.2
Brazil ..............................................   0.1
Italy ...............................................   0.1
Malaysia ............................................   0.1
Peru ................................................   0.1
Portugal ............................................   0.1
Russia ..............................................   0.1
Other Assets and Liabilities, Net ...................   1.0
                                                        ---
Total                                                 100.0%
                                                      ===== 

LEGEND
- ------
(a)  Short-term  investments  include any security  which has a maturity of less
     than one year.
(b)  Non-income producing security.
(c)  Security pledged to cover margin requirements for futures contracts.
(d)  Restricted security.

 All principal amounts and costs are stated in thousands. 
 Percentages are stated as a percent of net assets.


CURRENCY ABBREVIATION
- ---------------------
JPY     Japanese Yen


6
                       See notes to financial statements.

<PAGE>
<TABLE>
STATEMENT OF OPERATIONS
- ---------------------------------------------------------------------------------------------------------------------------
For the Six Months Ended June 30, 1996 (Unaudited)                                            (In Thousands)
<CAPTION>
INCOME:
<S>                                                                                              <C>    
   Dividends                                                                                     $ 3,330
   Interest                                                                                        1,728
                                                                                                   -----
   Total Income                                                                                    5,058

EXPENSES:
   Investment Advisory Fees                                                                        2,580
   Custodian Fees                                                                                     61
   Shareholder Servicing Costs                                                                       365
   Other                                                                                              59
                                                                                                      --
   Total Expenses                                                                                  3,065
                                                                                                   -----
NET INVESTMENT INCOME                                                                              1,993

REALIZED AND UNREALIZED GAIN (LOSS):
   Net Realized Gain (Loss) on:
      Investments                                                                                 27,453
      Futures Contracts, Options and Forward Foreign Currency Contracts                           (2,295)
      Foreign Currencies                                                                               2
   Change in Unrealized Appreciation/Depreciation on:
      Investments                                                                                  7,392
      Futures Contracts, Options and Forward Foreign Currency Contracts                             (139)
      Foreign Currencies                                                                              (4)
                                                                                                  ------ 
NET GAIN                                                                                          32,409
                                                                                                  ------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                             $34,402
                                                                                                 =======

                                                                                                                                  7

                                            See notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
STATEMENT OF ASSETS AND LIABILITIES
- ---------------------------------------------------------------------------------------------------------------------------
June 30, 1996 (Unaudited)
                                                                   (In Thousands, Except Per Share Amounts)
<CAPTION>
ASSETS:
<S>                                                                              <C>        
   Investments in Securities, at Value (Cost of $472,327)                        $   547,504
   Receivable from Brokers for Securities and
      Forward Foreign Currency Contracts Sold                                          5,031
   Dividends and Interest Receivable                                                     639
   Other Assets                                                                          716
                                                                                         ---
   Total Assets                                                                      553,890

LIABILITIES:
   Payable to Brokers for Securities and
      Forward Foreign Currency Contracts Purchased                                       356
   Accrued Operating Expenses and Other Liabilities                                      622
                                                                                         ---
   Total Liabilities                                                                     978
                                                                                         ---
NET ASSETS                                                                       $   552,912
                                                                                 ===========

Capital Shares
   Authorized                                                                     10,000,000
   Outstanding                                                                        31,555

NET ASSET VALUE PER SHARE                                                         $    17.52
                                                                                  ==========

</TABLE>




<TABLE>

STATEMENT OF CHANGES IN NET ASSETS
- ---------------------------------------------------------------------------------------------------------------------------
For the Six Months Ended June 30, 1996 (Unaudited) and the Year Ended December 31, 1995
<CAPTION> 
                                                                                             (In Thousands)
                                                                                     JUNE 30, 1996   DEC. 31, 1995
                                                                                     -------------   -------------
OPERATIONS:
<S>                                                                                    <C>             <C>     
   Net Investment Income                                                               $  1,993        $  2,865
   Net Realized Gain                                                                     25,160          19,655
   Change in Unrealized Appreciation/Depreciation                                         7,249          63,868
                                                                                          -----          ------
   Increase in Net Assets Resulting from Operations                                      34,402          86,388

CAPITAL SHARE TRANSACTIONS                                                               87,800          82,495

DISTRIBUTIONS:
   From Net Investment Income                                                            (2,341)         (2,874)
   In Excess of Net Investment Income                                                        --            (848)
   From Net Realized Gains                                                              (19,322)        (13,221)
                                                                                        -------         ------- 
TOTAL INCREASE IN NET ASSETS                                                            100,539         151,940

NET ASSETS:
   Beginning of Period                                                                  452,373         300,433
                                                                                        -------         -------
   End of Period                                                                       $552,912        $452,373
                                                                                       ========        ========

</TABLE>
8


                                            See notes to financial statements.


<PAGE>
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
June 30, 1996 (Unaudited)

1.   ORGANIZATION
     The Strong  Special  Fund II, Inc. is a  diversified,  open-end  management
     investment company registered under the Investment Company Act of 1940.

2.   SIGNIFICANT ACCOUNTING POLICIES
     The following is a summary of significant  accounting  policies followed by
     the Fund in the preparation of its financial statements.

     (A)  Security  Valuation--  Portfolio  securities  traded  primarily  on  a
          principal  securities  exchange are valued at the last reported  sales
          price or the mean  between  the latest bid and asked  prices  where no
          last sales price is available.  Securities traded over-the-counter are
          valued  at the mean of the  latest  bid and  asked  prices or the last
          reported  sales  price.  Debt  securities  not  traded on a  principal
          securities  exchange are valued  through  valuations  obtained  from a
          commercial  pricing  service,  otherwise  sale or bid prices are used.
          Securities for which market  quotations are not readily  available are
          valued at fair value as  determined  in good faith under  consistently
          applied procedures established by and under the general supervision of
          the Board of Directors.  Securities which are purchased within 60 days
          of  their  stated  maturity  are  valued  at  amortized  cost,   which
          approximates current value.

          The Fund may own certain investment securities which are restricted as
          to resale.  These securities are valued after giving due consideration
          to  pertinent   factors,   including  recent  private  sales,   market
          conditions and the issuer's financial performance.  The Fund generally
          bears the costs, if any, associated with the disposition of restricted
          securities.   Aggregate  cost  and  fair  value  of  these  restricted
          securities  held at June 30, 1996 were (in thousands) $748 and $1,443,
          respectively, representing 0.3% of the net assets of the Fund.

     (B)  Federal Income and Excise Taxes and  Distributions  to Shareholders --
          It is the  Fund's  policy  to  comply  with  the  requirements  of the
          Internal Revenue Code applicable to regulated investment companies and
          to  distribute   substantially  all  of  its  taxable  income  to  its
          shareholders  in a manner  which  results  in no tax cost to the Fund.
          Therefore, no Federal income or excise tax provision is required.

          The  character  of  distributions   made  during  the  year  from  net
          investment   income  or  net  realized   gains  may  differ  from  the
          characterization for Federal income tax purposes due to differences in
          the  recognition  of income and expense items for financial  statement
          and tax purposes.  Where  appropriate,  reclassifications  between net
          asset  accounts are made for such  differences  that are  permanent in
          nature.

     (C)  Realized  Gains and  Losses  on  Investment  Transactions  -- Gains or
          losses realized on investment transactions are determined by comparing
          the  identified  cost of the  security  lot sold  with  the net  sales
          proceeds.

     (D)  Futures -- Upon entering into a futures contract,  the Fund pledges to
          the  broker  cash,  U.S.   government   securities  or  other  liquid,
          high-grade  debt  obligations  equal to the minimum  "initial  margin"
          requirements  of the exchange.  The Fund also receives from or pays to
          the  broker an amount of cash  equal to the daily  fluctuation  in the
          value  of the  contract.  Such  receipts  or  payments  are  known  as
          "variation  margin," and are recorded as  unrealized  gains or losses.
          When the  futures  contract  is  closed,  a  realized  gain or loss is
          recorded equal to the difference  between the value of the contract at
          the time it was opened and the value at the time it was closed.

     (E)  Options --  Premiums  received  by the Fund upon  writing  put or call
          options are recorded as an asset with a corresponding  liability which
          is  subsequently  adjusted to the current  market value of the option.
          When an option expires, is exercised,  or is closed, the Fund realizes
          a gain or loss, and the liability is eliminated. The Fund continues to
          bear the risk of  adverse  movements  in the  price of the  underlying
          asset  during the period of the option,  although any  potential  loss
          during the period would be reduced by the amount of the option premium
          received.

     (F)  Foreign Currency Translation -- Investment securities and other assets
          and  liabilities   initially   expressed  in  foreign  currencies  are
          converted to U.S. dollars based upon current exchange rates. Purchases
          and sales of foreign investment securities and income are converted to
          U.S.  dollars based upon  currency  exchange  rates  prevailing on the
          respective  dates of such  transactions.  The  effect  of  changes  in
          foreign  exchange rates on realized and  unrealized  security gains or
          losses is reflected as a component of such gains or losses.

     (G)  Forward  Foreign  Currency  Exchange   Contracts  --  Forward  foreign
          currency  exchange  contracts  are valued at the forward  rate and are
          marked-to-market  daily.  The change in market value is recorded as an
          unrealized gain or loss. When the contract is closed, the Fund records
          an exchange gain or loss equal to the difference  between the value of
          the  contract  at the time it was  opened and the value at the time it
          was closed.

     (H)  Additional  Investment Risk -- The use of futures contracts,  options,
          foreign   denominated   assets,   forward  foreign  currency  exchange
          contracts  and other similar  investments  for purposes of hedging the
          Fund's investment portfolio involves, to varying degrees,  elements of
          market risk in excess of the amount  recognized  in the  statement  of
          assets and liabilities. The predominant risk with futures contracts is
          an imperfect  correlation  between the value of the  contracts and the
          underlying securities.  Foreign denominated assets and forward foreign
          currency  exchange  contracts may involve  greater risks than domestic
          transactions,  including currency, political and economic,  regulatory
          and market risks.

                                                                               9

<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
- --------------------------------------------------------------------------------
June 30, 1996 (Unaudited)

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

3.   NET ASSETS
     Net assets as of June 30, 1996 were as follows (in thousands):

     Capital Stock                                 $454,060
     Undistributed Net Investment Loss                 (712)
     Undistributed Net Realized Gain                 24,293
     Net Unrealized Appreciation                     75,271
                                                     ------
                                                   $552,912
                                                   ========

4.   CAPITAL SHARE TRANSACTIONS
     Transactions  in shares of the Fund for the six months  ended June 30, 1996
     and year ended December 31, 1995 were as follows (in thousands):

                                           1996                    1995
                                           ----                    ----
                                     SHARES    DOLLARS       SHARES    DOLLARS
                                     ------    -------       ------    -------
     Shares Sold                     7,808    $109,973       9,208     $141,211
     Dividends Reinvested            1,255      21,655       1,159       16,936
     Shares Redeemed                (4,061)    (43,828)     (4,931)     (75,652)
                                    ------     -------      ------      ------- 
                                     5,002    $ 87,800       5,436     $ 82,495
                                     =====    ========       =====     ========

5.   RELATED PARTY TRANSACTIONS
     Strong Capital Management, Inc. (the "Advisor"), with whom certain officers
     and  directors of the Fund are  affiliated,  provides  investment  advisory
     services to the Fund.  Investment  advisory fees,  which are established by
     terms of the Advisory  Agreement,  are based on an annualized rate of 1.00%
     of the average  daily net assets of the Fund.  Advisory fees are subject to
     reimbursement  by the  Advisor  if the  Fund's  operating  expenses  exceed
     certain levels.

     The amount payable to the Advisor at June 30, 1996 was (in thousands)  $440
     and unaffiliated directors' fees were (in thousands) $4.

6.   INVESTMENT TRANSACTIONS
     Aggregate  purchases and sales of long-term  securities  for the six months
     ended  June  30,  1996  were  (in   thousands)   $273,600   and   $202,030,
     respectively.

7.   INCOME TAX INFORMATION
     At June 30, 1996, the investment cost and gross unrealized appreciation and
     depreciation on investments for Federal income tax purposes were as follows
     (in thousands):

     Aggregate Investment Cost             $472,883
                                           ========
     Aggregate Unrealized:
       Appreciation                        $ 90,091
       Depreciation                         (15,470)
                                            ------- 
                                           $ 74,621
                                           ========

10

<PAGE>
<TABLE>
FINANCIAL HIGHLIGHTS
- ---------------------------------------------------------------------------------------------------------------------------
The following presents  information  relating to a share of capital stock of the Fund, outstanding for the entire period.
<CAPTION>
                                                       1996(a)      1995       1994       1993      1992(b)
                                                       -------      ----       ----       ----      -------
<S>                                                   <C>        <C>        <C>       <C>        <C>     
NET ASSET VALUE, BEGINNING OF PERIOD                  $  17.04   $  14.23   $  14.12  $  11.33   $  10.00
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------
   Net Investment Income                                  0.07       0.12       0.11      0.06       0.02
   Net Realized and Unrealized Gains on Investments       1.16       3.42       0.41      2.79       1.57
                                                          ----       ----       ----      ----       ----
TOTAL FROM INVESTMENT OPERATIONS                          1.23       3.54       0.52      2.85       1.59
LESS DISTRIBUTIONS
- ------------------
   From Net Investment Income                            (0.08)     (0.12)     (0.11)    (0.06)     (0.02)
   In Excess of Net  Investment Income                      --      (0.03)       --         --         --
   From Net Realized Gains                               (0.67)     (0.58)     (0.30)       --      (0.24)
                                                         -----      -----      -----     -----      ----- 
TOTAL DISTRIBUTIONS                                      (0.75)     (0.73)     (0.41)    (0.06)     (0.26)
                                                         -----      -----      -----     -----      ----- 
NET ASSET VALUE, END OF PERIOD                        $  17.52   $  17.04   $  14.23  $  14.12   $  11.33
                                                      ========   ========   ========  ========   ========

Total Return                                             +7.3%     +25.8%      +3.6%    +25.2%     +16.2%

Net Assets, End of Period (In Thousands)              $552,912   $452,373   $300,433  $151,206   $ 26,649
Ratio of Expenses to Average Net Assets                   1.2%*      1.2%       1.1%      1.1%       1.6%*
Ratio of Net Investment Income to Average Net Assets      0.8%*      0.8%       0.9%      0.5%       0.3%*
Portfolio Turnover Rate                                  44.3%      91.1%      74.8%    103.1%     249.5%
Average Commission Rate Paid(c)                         0.0499

</TABLE>
 *   Calculated on an annualized basis.
(a)  For the six months  ended June 30,  1996  (Unaudited).  Total  returns  and
     portfolio turnover rate are not annualized.
(b)  Inception date is May 8, 1992. Total return and portfolio turnover rate are
     not annualized.
(c)  Disclosure  required,  effective  for  reporting  periods  beginning  after
     September 1, 1995.


                                                                              11

<PAGE>

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










12

<PAGE>

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

                                                                        3238F960


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