STRONG OPPORTUNITY FUND II INC / WI
N-30D, 1999-09-07
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     THE STRONG
     OPPORTUNITY FUND II
- --------------------------------------------------------------------------------
     SEMI-ANNUAL REPORT o JUNE 30, 1999


                       [PICTURE OF STRONG FUNDS BUILDING]

                               TABLE OF CONTENTS

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

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

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


                                  [STRONG LOGO]
                            STRONG INVESTMENTS, INC.
                   P.O. Box 2936 o Milwaukee, Wisconsin 53201
             Strong Funds are offered by prospectus only. 12428H99
<PAGE>

                                    ===========
                         THE STRONG OPPORTUNITY FUND II
- ------------------------------------===========---------------------------------

FUND
 HIGHLIGHTS

o    For the six months  ended June 30,  1999,  the Strong  Opportunity  Fund II
     returned 19.70%.(1)

o    The Fund's  outperformance  was driven mostly  by positions in cable/media,
     energy and cyclical stocks.

o    Energy  stocks  experienced  a  dramatic  turnaround  from  their  mediocre
     performance in 1998.

o    The Fund  benefited  from an  underweighted  position in financials vs. the
     benchmark,  as these stocks  performed  poorly given fears that the Federal
     Reserve Board would raise interest rates.

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

               AVERAGE ANNUAL
              TOTAL RETURNS(1)

               As of 6-30-99

         1-year              19.83%

         3-year              23.38%

         5-year              21.09%

         Since Inception     20.62%
             (on 5-8-92)

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

                FIVE LARGEST
               STOCK HOLDINGS

               As of 6-30-99

   SECURITY                % OF NET ASSETS

   MediaOne Group, Inc.               2.2%

   Enron Corporation                  2.0%

   BJ Services Company                1.9%

   Corning, Inc.                      1.9%

   AT&T Corporation--
   Liberty Media Group Class A        1.9%


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


PERSPECTIVES
FROM THE MANAGER

/s/Richard Trent Weiss
Richard Trent Weiss
Portfolio Manager

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

The Fund's  performance was most influenced  during this period by our positions
in cable/media, energy, and increased exposure to cyclical stocks. Specifically,
the Fund's strongest performers included Omnipoint,  Weatherford  International,
and MediaOne.  Cable/media stocks continued to be solid performers,  although we
reduced our overweighted exposure to the sector, as valuations reflected some of
the good news.  Energy stocks and cyclicals  also  benefited from the recovering
world  economic  picture.  We remain bullish on both groups and have added names
where opportunities have presented  themselves.

Two areas in which  returns were positive but not as strong as other groups were
financial stocks and healthcare.  Investors  appeared skeptical that earnings on
financial  stocks  could  continue  to get  stronger  as  interest  rates  rose.
Healthcare  stocks  remained  under  a  cloud,  due to  reimbursement  cuts  for
hospitals  and  long-term  care  companies  initiated  by  the  Balanced  Budget
Amendment of 1997.  However,  we added select healthcare services stocks as they
now represent good value going forward.

Looking out over the next six months,  we are optimistic  that we have reached a
turning   point   where   smaller-cap    stocks   will   perform   well   versus
larger-capitalization  stocks. In the second quarter,  the Russell 2000 Index of
small-cap stocks gained 15.55% versus 7.05% on the S&P 500 Stock Index.*

                                                 -------------------------
                                                      We believe the

                                                      improving world

                                                   economic picture will

                                                    help the continued

                                                          strong

                                                       performance

                                                  of small- and mid-cap

                                                  stocks going forward.
                                                -------------------------

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

1    The Fund's returns include the effect of deducting the Fund's expenses, but
     do  not  include  charges  and  expenses  attributable  to  any  particular
     insurance product. Including such insurance fees and expenses in the Fund's
     return  quotations  has the effect of decreasing  the  performance  quoted.
     Average annual total return and total return measure change in the value of
     an  investment  in the Fund,  assuming  reinvestment  of all  dividends and
     capital gains. Average annual total return reflects annualized change while
     total return reflects aggregate change, and is not annualized.
2
<PAGE>

This outperformance came as welcome relief after an extended period during which
larger-cap stocks had outperformed  small and mid caps. We believe the improving
world  economic  picture  will help  sustain  strong  performance  of small- and
mid-cap stocks going forward.

We believe that energy and cyclical  stocks  should  remain  strong as the world
economies  strengthen,  resulting  in  improved  profitability  due to  stronger
demand.  Two  areas we are  warming  up to are  financials  and  technology.  We
underweighted  financials  over the past 18  months--as  valuations  reflected a
negative  interest-rate  backdrop--but  believe that valuations are beginning to
reflect the concerns over interest rates,  enabling us to add names selectively.
In the technology area, we are somewhat cautious overall but have added software
and service stocks as Year 2000 fears peak and opportunities present themselves.

We thank you for investing in the Strong  Opportunity  Fund II, and look forward
to continuing to help you achieve your financial goals.


                    GROWTH OF AN ASSUMED $10,000 INVESTMENT
                             From 5-8-92 to 6-30-99
[GRAPH]

                THE STRONG           S&P MidCap 400         Lipper Growth
            OPPORTUNITY FUND II       Stock Index*           Funds Index*
 4-92             10,000                 10,000                 10,000
12-92             11,617                 11,267                 10,922
12-93             14,541                 12,839                 12,230
12-94             15,064                 12,378                 12,038
12-95             18,953                 16,209                 15,969
12-96             22,393                 19,322                 18,768
12-97             28,093                 25,554                 24,030
12-98             31,898                 30,438                 30,203
 6-99             38,181                 32,530                 33,795


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 S&P
MidCap 400 Stock Index,  and the Lipper Growth Funds Index.  Results include the
reinvestment  of all dividends and capital gains  distributions.  Performance is
historical  and  does not  represent  future  results.  Investment  returns  and
principal  value vary, and you may have a gain or loss when you sell shares.  To
equalize time periods,  the indexes'  performance  was prorated for the month of
May 1992.

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

*    The  S&P  MidCap  400  Stock  Index  is  an   unmanaged   index   generally
     representative  of the U.S. market for medium  capitalization  stocks.  The
     Lipper Growth Funds Index is an  equally-weighted  performance index of the
     largest qualifying funds in this Lipper category. The Russell 2000(R) Index
     is an unmanaged index generally representative of the U.S. market for small
     capitalization  stocks.  The S&P 500  Stock  Index  is an  unmanaged  index
     generally  representative  of the U.S. stock market.  Source of the S&P and
     Russell  index  data is  Standard & Poor's  Micropal.  Source of the Lipper
     index data is Lipper Inc.

YOUR FUND'S
 APPROACH

The Strong  Opportunity Fund II focuses on stocks of medium-size  companies that
offer  strong  growth  potential,  but  are  underpriced.  Rather  than  rely on
traditional Wall Street research,  we apply our proprietary private market value
approach  to  find  stocks  for the  Fund.  We  first  consider  companies  (and
industries)  that are out of favor.  Then we  determine  the price we believe an
investor  would be  willing  to pay for an entire  company--its  private  market
value. A company whose stock price is lower than its private market value may be
added to the portfolio.

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

MARKET
 HIGHLIGHTS

o    The S&P MidCap 400 Stock Index*  returned  6.87% for the  six-months  ended
     June 30, 1999.

o    The U.S. economy remained very healthy during the first half of the year as
     inflation remained low and an increase in bond market interest rates failed
     to  upset  the  stock  market.

o    Signs of a world economic  recovery  re-accelerated  corporate  profits and
     caused  investors to shift to more cyclical  companies,  a move that favors
     small-  and  mid-cap  stocks.

o    The U.S. Federal Reserve Bank raised short-term interest rates by a quarter
     of one percentage point in June to prevent the economy from overheating and
     inflation from accelerating.

                                                                               3
<PAGE>

SCHEDULE OF INVESTMENTS IN SECURITIES                  June 30, 1999 (Unaudited)
- --------------------------------------------------------------------------------
================================================================================
                           STRONG OPPORTUNITY FUND II
================================================================================
                                                     Shares or
                                                     Principal           Value
                                                      Amount           (Note 2)
- --------------------------------------------------------------------------------
 COMMON STOCKS 86.5%
 Aerospace & Defense 1.2%
 Northrop Grumman Corporation                          178,000      $11,803,625

 Airline 0.6%
 AMR Corporation (b)                                    47,400        3,235,050
 Air New Zealand, Ltd. Class B                       1,286,200        2,677,135
                                                                    ------------
                                                                      5,912,185
 Auto & Truck Parts 1.1%
 Magna International, Inc. Class A                     199,000       11,293,250

 Bank - Money Center 1.7%
 Bank of America Corporation                           180,300       13,218,244
 The Bank of Tokyo - Mitsubishi                         75,000        1,066,212
 ING Groep NV                                           23,000        1,249,038
 Standard Chartered PLC                                 79,000        1,290,516
                                                                    ------------
                                                                     16,824,010
 Bank - Super Regional 3.9%
 Bank One Corporation                                  220,000       13,103,750
 Mellon Bank Corporation                               299,400       10,890,675
 Wells Fargo Company                                   355,000       15,176,250
                                                                    ------------
                                                                     39,170,675
 Beverage - Soft Drink 2.8%
 The Pepsi Bottling Group, Inc.                        584,000       13,468,500
 Whitman Corporation                                   829,600       14,932,800
                                                                    ------------
                                                                     28,401,300
 Chemical 0.7%
 Rohm and Haas Company                                 168,751        7,235,199

 Chemical - Specialty 2.4%
 Praxair, Inc.                                         240,000       11,745,000
 Solutia, Inc.                                         572,000       12,190,750
                                                                    ------------
                                                                     23,935,750
 Computer - Mainframe 1.3%
 Sun Microsystems, Inc. (b)                            184,800       12,728,100

 Computer - Peripheral Equipment 2.7%
 American Power Conversion Corporation (b)             753,000       15,154,125
 Quantum Corporation (b)                               252,000        6,079,500
 Seagate Technology, Inc. (b)                          210,500        5,394,063
                                                                    ------------
                                                                     26,627,688
 Computer Service 0.1%
 Getronics NV                                           32,000        1,234,660

 Computer Software 3.0%
 Cadence Design Systems, Inc. (b)                      841,000       10,722,750
 Keane, Inc. (b)                                       496,500       11,233,313
 Oracle Systems Corporation (b)                        224,900        8,349,413
                                                                    ------------
                                                                     30,305,476
 Consumer - Miscellaneous 0.1%
 Canon, Inc.                                            47,000        1,349,504

 Container 0.0%
 Sonoco Products Company                                16,900          287,300

 Diversified Operations 0.3%
 Invensys PLC                                          544,000        2,575,482

 Electric Power 1.2%
 NiSource, Inc.                                        464,500       11,989,906

 Electrical Equipment 2.4%
 Emerson Electric Company                              174,500       10,971,688
 W. W. Grainger, Inc.                                  248,000       13,345,500
                                                                    ------------
                                                                     24,317,188

 Electronic Parts Distribution 1.6%
 Avnet, Inc.                                           302,700       14,075,550
 Marshall Industries (b)                                65,500        2,353,906
                                                                    ------------
                                                                     16,429,456
 Electronic Products - Miscellaneous 3.0%
 AVX Corporation                                       653,000       15,916,875
 General Motors Corporation Class H (b)                245,000       13,781,250
                                                                    ------------
                                                                     29,698,125
 Electronics - Semiconductor/Component 2.9%
 Micron Technology, Inc. (b)                           344,200       13,875,563
 Texas Instruments, Inc.                               101,000       14,645,000
                                                                    -----------
                                                                     28,520,563
 Food 2.3%
 ConAgra, Inc.                                         403,000       10,729,875
 H.J. Heinz Company                                    238,500       11,954,813
                                                                    -----------
                                                                     22,684,688
 Healthcare - Medical Supply 1.3%
 Sybron International Corporation (b)                  489,900       13,502,869

 Healthcare - Patient Care 2.6%
 HEALTHSOUTH Corporation (b)                         1,015,000       15,161,563
 United Healthcare Corporation                         178,000       11,147,250
                                                                    ------------
                                                                     26,308,813
 Household Appliances & Furnishings 1.3%
 Leggett & Platt, Inc.                                 460,900       12,818,781

 Insurance - Diversified 1.6%
 CIGNA Corporation                                     177,200       15,770,800

 Insurance - Property & Casualty 4.1%
 ACE, Ltd.                                             441,600       12,475,200
 American International Group, Inc.                    136,500       15,979,031
 Hartford Financial Services Group, Inc.               211,000       12,303,938
                                                                    -----------
                                                                     40,758,169
 Leisure Product 1.1%
 The Seagram Company, Ltd.                             226,000       11,384,750

 Media - Publishing 2.5%
 The E.W. Scripps Company Class A                      284,500       13,531,531
 Tribune Company                                       136,000       11,849,000
                                                                    ------------
                                                                     25,380,531
 Media - Radio/TV 4.5%
 AT&T Corporation - Liberty Media Group Class A (b)    505,000       18,558,750
 Comcast Corporation Class A                           346,400       13,314,750
 Cox Communications, Inc. Class A (b)                  352,000       12,958,000
                                                                    ------------
                                                                     44,831,500
 Natural Gas Distribution 2.0%
 Enron Corporation                                     239,600       19,587,300

 Oil - North American Exploration & Production 3.2%
 Barrett Resources Corporation (b)                     450,000       17,268,750
 Devon Energy Corporation                              402,200       14,378,650
                                                                    ------------
                                                                     31,647,400
 Oil - North American Integrated 1.3%
 Unocal Corporation                                    325,000       12,878,125

 Oil Well Equipment & Service 5.2%
 BJ Services Company (b)                               650,000       19,134,375
 Cooper Cameron Corporation (b)                        393,000       14,565,563
 Weatherford International, Inc. (b)                   492,000       18,019,500
                                                                    ------------
                                                                     51,719,438
 Paper & Forest Products 1.1%
 The Mead Corporation                                  260,000       10,855,000

4
<PAGE>
- --------------------------------------------------------------------------------
================================================================================
                     STRONG OPPORTUNITY FUND II (continued)
================================================================================
                                                          Shares or
                                                          Principal       Value
                                                            Amount      (Note 2)
- --------------------------------------------------------------------------------

 Real Estate 1.4%
 Archstone Communities Trust                           287,400     $  6,304,838
 Ayala Land, Inc.                                    1,184,600          375,071
 Post Properties, Inc.                                 174,700        7,162,700
 Shortland Properties, Ltd.                          1,041,000          322,237
                                                                   ------------
                                                                     14,164,846
 Retail - Department Store 1.3%
 May Department Stores Company                         308,000       12,589,500

 Retail - Major Chain 1.6%
 The Daiei, Inc. (b)                                   395,100        1,349,599
 Kmart Corporation (b)                                 795,000       13,067,813
 Sears Canada, Inc.                                     65,300        1,402,188
                                                                   ------------
                                                                     15,819,600
 Retail - Specialty 1.4%
 Office Depot, Inc. (b)                                645,000       14,230,313

 Telecommunication Equipment 1.1%
 Alcatel SA ADR                                        383,800       10,890,325

 Telecommunication Service 9.8%
 AT&T Corporation                                      216,500       12,083,406
 Cable & Wireless Communications PLC
   Sponsored ADR (b)                                    95,400        4,626,900
 Corning, Inc.                                         265,000       18,583,125
 Global TeleSystems Group, Inc. (b)                     70,200        5,686,200
 MediaOne Group, Inc. (b)                              302,000       22,461,250
 Nippon Telegraph & Telephone Corporation                  220        2,559,405
 NTT Mobile Communication Network, Inc.                    175        2,367,986
 Omnipoint Corporation (b)                             410,000       11,864,375
 Paging Network, Inc. (b)                            1,128,600        5,431,388
 Vodafone Group PLC Sponsored ADR                       65,000       12,805,000
                                                                   ------------
                                                                     98,469,035
 Telephone 1.7%
 Telephone & Data Systems, Inc.                        237,200       17,330,425

 Trucking 1.1%
 CNF Transportation, Inc.                              290,000       11,128,750
- --------------------------------------------------------------------------------
 Total Common Stocks (Cost $656,623,110)                            865,390,400
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 13.3%
COMMERCIAL PAPER 0.5%
INTEREST BEARING, DUE UPON DEMAND
General Mills, Inc., 4.82%                        $  3,439,200        3,439,200
Pitney Bowes Credit Corporation, 4.82%                 446,500          446,500
Warner Lambert Company, 4.91%                          604,500          604,500
Wisconsin Electric Power Company, 4.91%                335,000          335,000
                                                                    -----------
                                                                      4,825,200
REPURCHASE AGREEMENTS 12.8%
ABN-AMRO Inc. (Dated 6/30/99), 4.78%, Due
  7/01/99 (Repurchase proceeds $128,217,022);
  Collateralized by: SLMA Notes, FNMA Notes,
  FHLMC Notes, Federal Home Loan Bank Bonds,
  Federal Farm Credit Bank Notes, Tennessee
  Valley Authority Bonds, and Resolution
  Funding Corporation Bonds (d)                    128,200,000      128,200,000


United States Government Issues 0.0%
United States Treasury Bills:
  Due 9/02/99 (c)                                      125,000          124,027
  Due 9/16/99 (c)                                      200,000          198,049
                                                                    -----------
                                                                        322,076
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (Cost $133,347,295)                    133,347,276
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (Cost $789,970,405) 99.8%           998,737,676
Other Assets and Liabilities, Net 0.2%                                1,838,693
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                                $1,000,576,369
================================================================================


FUTURES
                                                   Underlying
                                    Expiration     Face Amount      Unrealized
                                       Date         at Value       Appreciation
- --------------------------------------------------------------------------------
Purchased:
46 Nikkei Index Futures                9/99        $4,083,650        $326,025


LEGEND
- --------------------------------------------------------------------------------
(a)  Short-term  investments  include any security  which has a maturity of less
     than one year.
(b)  Non-income producing security.
(c)  All or a portion of  security  pledged  to cover  margin  requirements  for
     futures contracts.
(d)  See Note 2(I) of Notes to Financial Statements.


Percentages are stated as a percent of net assets.

See Notes to Financial Statements.

                                                                               5
<PAGE>

STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
June 30, 1999 (Unaudited)
                                                                  Strong
                                                            Opportunity Fund II
                                                           --------------------
ASSETS:
  Investments in Securities, at Value
    (Cost of $789,970,405)                                    $  998,737,676
  Receivable for Securities Sold                                   3,968,592
  Dividends and Interest Receivable                                  733,800
  Other Assets                                                        49,560
                                                              --------------
  Total Assets                                                 1,003,489,628

LIABILITIES:
  Payable for Securities Purchased                                 2,661,046
  Accrued Operating Expenses and Other Liabilities                   252,213
                                                              --------------
  Total Liabilities                                                2,913,259
                                                              --------------
NET ASSETS                                                    $1,000,576,369
                                                              ==============
NET ASSETS CONSIST OF:
  Capital Stock (par value and paid-in capital)                 $684,260,967
  Undistributed Net Investment Income                              1,098,940
  Undistributed Net Realized Gain                                106,122,922
  Net Unrealized Appreciation                                    209,093,540
                                                              --------------
  Net Assets                                                  $1,000,576,369
                                                              ==============
Capital Shares Outstanding (Unlimited Number Authorized)          43,393,078

NET ASSET VALUE PER SHARE                                             $23.06
                                                                      ======



STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Six Months Ended June 30, 1999 (Unaudited)
                                                                  Strong
                                                            Opportunity Fund II
                                                            -------------------
INCOME:
  Dividends (Net of withholding taxes of $4,804)                $  3,874,118
  Interest                                                         2,509,471
                                                                ------------
  Total Income                                                     6,383,589

EXPENSES:
  Investment Advisory Fees                                         4,551,948
  Custodian Fees                                                      31,629
  Shareholder Servicing Costs                                        664,730
  Other                                                               36,342
                                                                ------------
  Total Expenses                                                   5,284,649
                                                                ------------
NET INVESTMENT INCOME                                              1,098,940

REALIZED AND UNREALIZED GAIN (LOSS):
  Net Realized Gain on:
    Investments                                                  110,908,690
    Futures Contracts                                                263,415
    Foreign Currencies                                                    23
                                                                ------------
    Net Realized Gain                                            111,172,128
  Net Change in Unrealized Appreciation/Depreciation on:
    Investments                                                   55,350,550
    Futures Contracts                                                326,025
    Foreign Currencies                                                (1,604)
                                                                ------------
    Net Change in Unrealized Appreciation/Depreciation            55,674,971
                                                                ------------
NET GAIN ON INVESTMENTS                                          166,847,099
                                                                ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS            $167,946,039
                                                                ============

                       See Notes to Financial Statements.

6
<PAGE>

<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS
- -----------------------------------------------------------------------------------------------------
<CAPTION>
                                                                       Strong Opportunity Fund II
                                                                    ---------------------------------
                                                                    Six Months Ended     Year Ended
                                                                      June 30,1999      Dec. 31, 1998
                                                                    ----------------  ---------------
                                                                      (Unaudited)
OPERATIONS:
<S>                                                                  <C>                 <C>
  Net Investment Income                                             $    1,098,940       $  1,954,217
  Net Realized Gain                                                    111,172,128         96,669,139
  Net Change in Unrealized Appreciation/Depreciation                    55,674,971          8,580,610
                                                                    --------------       ------------
  Net Increase in Net Assets Resulting from Operations                 167,946,039        107,203,966

DISTRIBUTIONS:
  From Net Investment Income                                                  --           (2,125,999)
  From Net Realized Gains                                              (99,944,225)      (111,831,141)
                                                                    --------------       ------------
  Total Distributions                                                  (99,944,225)      (113,957,140)

CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                                             86,436,946        190,708,336
  Proceeds from Reinvestment of Distributions                           99,931,457        113,942,474
  Payment for Shares Redeemed                                         (165,534,613)      (221,365,593)
                                                                    --------------       ------------
  Net Increase in Net Assets from Capital Share Transactions            20,833,790         83,285,217
                                                                    --------------       ------------
TOTAL INCREASE IN NET ASSETS                                            88,835,604         76,532,043

NET ASSETS:
  Beginning of Period                                                  911,740,765        835,208,722
                                                                    --------------       ------------
  End of Period                                                     $1,000,576,369       $911,740,765
                                                                    ==============       ============
TRANSACTIONS IN SHARES OF THE FUND:
  Sold                                                                   3,921,308          8,920,807
  Issued in Reinvestment of Distributions                                4,986,600          5,209,676
  Redeemed                                                              (7,495,171)       (10,630,641)
                                                                         ---------         ----------
  Net Increase in Shares of the Fund                                     1,412,737          3,499,842
                                                                         =========         ==========

                                       See Notes to Financial Statements.
                                                                                                    7
</TABLE>
<PAGE>

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

1.   ORGANIZATION
     Strong  Opportunity  Fund II, Inc. is a  diversified,  open-end  management
     investment company registered under the Investment Company Act of 1940. The
     Fund  offers and sells its shares only to  separate  accounts of  insurance
     companies  for the purpose of funding  variable  annuity and variable  life
     insurance  contracts.  At June 30,  1999,  approximately  94% of the Fund's
     shares were owned by the separate accounts of one insurance company.

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

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

          The Fund may own certain investment securities which are restricted as
          to resale.  These securities are valued after giving due consideration
          to  pertinent   factors,   including  recent  private  sales,   market
          conditions and the issuer's financial performance.  The Fund generally
          bears the costs, if any, associated with the disposition of restricted
          securities. The Fund held no restricted securities at June 30, 1999.

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

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

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

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

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

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

     (E)  Futures -- Upon entering into a futures contract,  the Fund pledges to
          the broker cash or other  investments  equal to the  minimum  "initial
          margin"  requirements of the exchange.  Additional  securities held by
          the Fund may be designated  as  collateral on open futures  contracts.
          The Fund also  receives  from or pays to the  broker an amount of cash
          equal to the  daily  fluctuation  in the value of the  contract.  Such
          receipts or payments are known as "variation  margin" and are recorded
          as unrealized gains or losses.  When the futures contract is closed, a
          realized gain or loss is recorded equal to the difference  between the
          value of the  contract  at the time it was opened and the value at the
          time it was closed.

     (F)  Options -- The Fund may write put or call  options  (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 and income
          are  converted  to U.S.  dollars  based upon current  exchange  rates.
          Purchases and sales of foreign  investment  securities  and income are
          converted  to  U.S.   dollars  based  upon  currency   exchange  rates
          prevailing on the respective dates of such transactions. The effect of
          changes in foreign exchange rates on realized and unrealized  security
          gains or losses is reflected as a component of such gains or losses.

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

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

     (J)  Use of  Estimates  --  The  preparation  of  financial  statements  in
          conformity  with generally  accepted  accounting  principles  requires
          management to make estimates and assumptions  that affect the reported
          amounts in these  financial  statements.  Actual  results could differ
          from those estimates.

     (K)  Other  --  Dividend  income  and  distributions  to  shareholders  are
          recorded on the ex-dividend  date.  Interest income is recorded on the
          accrual basis and includes amortization of premium and discounts.

3.   RELATED PARTY TRANSACTIONS
     The  Advisor,  with whom  certain  officers  and  directors of the Fund are
     affiliated,   provides   investment   advisory   services  and  shareholder
     recordkeeping and related services to the Fund.  Investment  advisory fees,
     which are established by terms of the Advisory  Agreement,  are based on an
     annualized rate of 1.00% of the average daily net assets of the Fund. Based
     on the terms of the Advisory  Agreement,  advisory fees and other  expenses
     will be waived by the Advisor if the Fund's operating expenses exceed 2% of
     the average daily net assets of the Fund. In addition,  the Fund's  Advisor
     may  voluntarily  waive or absorb  certain  expenses  at their  discretion.
     Shareholder  recordkeeping and related service fees are based on the lesser
     of various  agreed-upon  contractual  percentages  of the average daily net
     assets of the Fund or a contractually established rate for each participant
     account.  The Advisor is compensated for certain other services  related to
     costs incurred for reports to shareholders.

     The Fund may invest cash in money market funds sponsored and managed by the
     Advisor, subject to certain limitations. The terms of such transactions are
     identical to those of non-related  entities except that, to avoid duplicate
     investment  advisory  fees,  advisory  fees of the Fund are  reduced  by an
     amount  equal to  advisory  fees paid to the Advisor  under its  investment
     advisory agreement with the money market funds.

     The amount payable to the Advisor at June 30, 1999,  shareholder  servicing
     and other expenses paid to the Advisor,  and  unaffiliated  directors' fees
     for the year then ended were $218,426, $790,907 and $4,481, 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 June 30, 1999,  there were no borrowings by the Fund  outstanding  under
     the LOC.

5.   INVESTMENT TRANSACTIONS
     The  aggregate  purchases  and sales of long-term  securities  for the year
     ended June 30, 1999 were $344,451,889 and $415,317,709, respectively.


                                                                               9
<PAGE>

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

6.   INCOME TAX INFORMATION
     At June 30, 1999,  the cost of investments in securities for federal income
     tax purposes was  $794,333,361.  Net unrealized  appreciation of securities
     was   $204,404,315,   consisting  of  gross  unrealized   appreciation  and
     depreciation of $234,824,536 and $30,420,221, respectively.

     For corporate  shareholders  in the Fund, the percentage of dividend income
     distributed  for the year ended  December 31, 1998 which is  designated  as
     qualifying for the dividends-received deduction is 100% (unaudited).


<TABLE>

FINANCIAL HIGHLIGHTS
- -----------------------------------------------------------------------------------------------------------------------------------
STRONG OPPORTUNITY FUND II
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                      Period Ended
                                                             ----------------------------------------------------------------------
                                                             June 30,     Dec. 31,    Dec. 31,    Dec. 31,    Dec. 31,    Dec. 31,
Selected Per-Share Data(a)                                    1999(b)      1998         1997        1996        1995        1994
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>         <C>         <C>         <C>         <C>
Net Asset Value, Beginning of Period                          $21.72       $21.70      $19.24      $17.04      $14.23      $14.12
Income From Investment Operations
  Net Investment Income                                         0.03         0.05        0.07        0.13        0.12        0.11
  Net Realized and Unrealized Gains on Investments              3.86         2.90        4.35        2.87        3.42        0.41
- -----------------------------------------------------------------------------------------------------------------------------------
  Total from Investment Operations                              3.89         2.95        4.42        3.00        3.54        0.52
Less Distributions
  From Net Investment Income                                      --        (0.05)      (0.07)      (0.13)      (0.12)      (0.11)
  In Excess of Net Investment Income                              --           --       (0.01)         --       (0.03)         --
  From Net Realized Gains                                      (2.55)       (2.88)      (1.88)      (0.67)      (0.58)      (0.30)
- -----------------------------------------------------------------------------------------------------------------------------------
  Total Distributions                                          (2.55)       (2.93)      (1.96)      (0.80)      (0.73)      (0.41)
- -----------------------------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period                                $23.06       $21.72      $21.70      $19.24      $17.04      $14.23
===================================================================================================================================
Ratios and Supplemental Data
- -----------------------------------------------------------------------------------------------------------------------------------
  Total Return                                                +19.7%       +13.5%      +25.5%      +18.2%      +25.8%       +3.6%
  Net Assets, End of Period (In Millions)                     $1,001         $912        $835        $632        $452        $300
  Ratio of Expenses to Average Net Assets                       1.2%*        1.2%        1.1%        1.2%        1.2%        1.1%
  Ratio of Net Investment Income to Average Net Assets          0.2%*        0.2%        0.4%        0.7%        0.8%        0.9%
  Portfolio Turnover Rate                                      42.3%        88.5%      101.1%       89.8%       91.1%       74.8%

</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 six months ended June 30, 1999 (unaudited).


                       See Notes to Financial Statements.

10

<PAGE>

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



                                                                              11

<PAGE>


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