STRONG OPPORTUNITY FUND II INC / WI
24F-2NT, 1999-07-15
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         U.S. SECURITIES AND EXCHANGE COMMISSION
         Washington, D.C. 20549

         FORM 24F-2
         Annual Notice of Securities Sold
         Pursuant to Rule 24F-2

1.       Name and address of issuer:
         STRONG OPPORTUNITY FUND II, INC.
         100 Heritage Reserve
         Menomonee Falls, Wisconsin 53051

2.       The name of each series or class of  securities  for which this Form is
         filed  (If the  Form is being  filed  for all  series  and  classes  of
         securities  of the  issuer,  check  the box but do not list  series  or
         classes): [ ]

3.       Investment Company Act File Number:
         811-6552
         Securities Act File Number:
         33-45320

4.       (a)  Last day of fiscal year for which this Form is filed:
         12/31/98

         (b) Check  box if this  Form is being  filed  late  (ie.,  more than 90
         calendar  days  after  the  end  of the  issuer's  fiscal  year).  (See
         Instruction A.2) [X]

         (c) Check box if this is the last time the issuer  will be filing  this
         Form. [ ]

5. Calculation of registration fee:
         (i)  Aggregate sale price of securities sold during the fiscal year
              pursuant to section 24(f):         $0.00

         (ii)  Aggregate price of securities redeemed or repurchased during the
               fiscal year:               $0.00

         (iii) Aggregate price of securities redeemed or repurchased during any
               prior fiscal year ending no earlier than October 11, 1995 that
               were not previously used to reduce registration fees payable to
               the Commission: $0.00

         (iv)  Total available redemption credits [add items 5(ii) and 5(iii)]:
               $0.00

         (v)   Net sales - if item 5(i) is greater  than item  5(iv)  [subtract
               item 5(iv) from item 5(i)]: $0.00

         (vi)  Redemption  credits  available for use in future years -- if item
               5(i) is less than  item  5(iv)  [subtract  item  5(iv)  from item
               5(i)]: $0.00

         (vii) Multiplier for determining registration fee (see instruction
               C.9): .000278

         (viii) Registration  fee due  [multiply  item  5(v) by item  5(vii)]
               (enter "0" if no fee is due): $0.00

6.       Prepaid Shares
         If the response to item 5(i) was  determined  by deducting an amount of
         securities  that  were  registered  under  the  Securities  Act of 1933
         pursuant  to  rule  24e-2  as in  effect  before  [effective  date  of
         rescisison  of rule  24e-2],  then  report  the  amount of  securities
         (number  of  shares or other  units)  deducted  here:  0. If there is a
         number of shares or other units that were  registered  pursuant to rule
         24e-2  remaining  unsold at the end of the  fiscal  year for which this
         form is filed  that are  available  for use by the  issuer  in  future
         fiscal years, then state that number here: 0.

7.       Interest  due - if this Form is being filed more than 90 days after the
         end of the issuer's fiscal year (see Instruction D): $0.00

8.       Total of the amount of the  registration  fee due plus any interest due
         [line 5(viii) plus line 7]: $0.00

9.       Date the  registration  fee and any  interest  payment  was sent to the
         Commission's lockbox depository:


         Method of delivery:
         [X]  Wire transfer
         [ ]  Mail or other means





         SIGNATURES
         This report has been signed below by the following persons on behalf of
         the issuer and in the capacities and on the dates indicated.

         By (Signature and Title)*
         /s/ John W. Widmer, Treasurer
         John W. Widmer, Treasurer
         Date:  7/15/99

         * Please print the name and title of the signing officer below
         the signature.


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