STRONG EQUITY FUNDS INC
N-30D, 1999-03-04
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<PAGE>

                                  THE STRONG
                                  ----------

                                     DOW 30
                                   VALUE FUND

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

                       [PICTURE OF STRONG FUNDS BUILDING]


                                  [STRONG LOGO]

                                  STRONG FUNDS

<PAGE>

                            LETTER FROM THE CHAIRMAN

Dear Strong Investor,

     It was a rainy Friday night in Owings  Mills,  Md., in October  1996. I was
sitting on the set of "Wall Street Week," being  interviewed by Louis  Rukeyser.
We had been  talking  about the  incredible  bull  market  that was  heading for
another year of  double-digit  returns.  Lou  asked--with  tongue in cheek--if I
thought it could last forever.

     My response  was that I didn't know how long the bull would run, but that I
was pretty sure of one thing: We ought to enjoy it. We live in remarkable times,
the kind of times we only  dreamt  about when I was in  school.  I told Lou that
inflation was almost  nonexistent,  interest rates appeared to be heading lower,
and American technology had made a lot of companies  unbelievably  efficient and
productive.

     "It's the best I've seen things in the 30 years since I got out of school,"
I said.

     "Then you'd say the future probably lies ahead of us," observed Lou.

     "Yes," I replied, "I'd say the future is ahead of us."

     Here we are more  than two years  later,  fast  approaching  the end of the
millennium,  and the story  line is pretty  much  unchanged.  Inflation  is low,
interest  rates are still moving  down--(and  we believe they will move lower in
the months and years ahead)--and one technological miracle after another arrives
regularly.

     Beyond that,  we've just come off the fourth  successive  year in which the
S&P 500 returned more than 20%.  Mind you, not every common stock  finished 1998
so strong.  Once again the  investment  gods  smiled  mainly on the bigger  blue
chips. But generally  speaking,  after encountering some "air pockets" over Asia
last summer,  the US and European  markets  rebounded  when the Federal  Reserve
reduced interest rates three times.

     If there was one lesson  that the markets  taught us last year,  it was the
importance  of  creating  a  balanced  portfolio.   That  means  splitting  your
investments between stocks,  bonds and cash. Common stocks today are the darling
of American investors,  particularly the technology stocks. Bonds are not nearly
as romantic, and are also a little tougher to get your arms around. But there is
no disputing their importance in a sound,  balanced investment  portfolio.  They
generate a consistent stream of income and provide  protection when inflation is
low.

     You ought to remember that in 1999. As long as interest  rates fall,  bonds
will continue to provide very attractive returns. If you find the world of bonds
a little tough to figure at times--as a number of our shareholders have reminded
us--call for a better explanation. We'll be happy to walk you through the math.

     You  should  also make  sure to spread  out your  stock  investments  among
small-,  medium-, and large-cap stocks. While the blue chips, Internet and other
tech stocks  received the spotlight in 1998, they are not the only game in town.
There are an awful lot of smart,  solid,  mid-sized and smaller companies out in
the common stock universe that have not shared in the run-up.  You can find some
great bargains and, sooner or later, these companies are going to get their due.

                                             /s/ Dick

<PAGE>
                                   THE STRONG
                                   ----------

                                     DOW 30
                                   VALUE FUND

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

                               TABLE OF CONTENTS

INVESTMENT REVIEW
         The Strong Dow 30 Value Fund ............................. 2
FINANCIAL INFORMATION
         Schedule of Investments in Securities .................... 4
         Statement of Assets and Liabilities ...................... 5
         Statement of Operations .................................. 6
         Statement of Changes in Net Assets ....................... 7
         Notes to Financial Statements ............................ 8
FINANCIAL HIGHLIGHTS ..............................................10
REPORT OF INDEPENDENT ACCOUNTANTS .................................11

<PAGE>

                                    ==============
                          THE STRONG DOW 30 VALUE FUND
- ------------------------------------==============------------------------------
                                    
FUND HIGHLIGHTS

o    The Strong Dow 30 Value Fund  returned  16.11% for the year ended  December
     31, 1998.

o    The Dow Jones Industrial AverageSM lagged behind other large-company market
     indexes in 1998,  largely because of its greater  exposure to multinational
     companies  that  could  be hurt by  economic  weakness  in Asia  and  Latin
     America.

o    In the DJIA and in the broad  market,  value stocks  lagged  behind  growth
     stocks.

o    The Fund  continues to adhere to its  value-oriented  approach.  During the
     fourth  quarter,  the Fund took advantage of weakness in financial  stocks,
     accumulating  bigger  positions in  Citigroup,  J.P.  Morgan,  and American
     Express.

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

           AVERAGE ANNUAL
            TOTAL RETURN

           As of 12-31-98

    Since Inception       16.11%
      (on 12-31-97)

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

            FIVE LARGEST
           STOCK HOLDINGS

           As of 12-31-98

SECURITY                % OF NET ASSETS

International Business
Machines Corporation               8.6%

Merck & Company, Inc.              7.1%

United Technologies
Corporation                        5.4%

J.P. Morgan & Company, Inc.        5.3%

American Express Company           5.0%

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


PERSPECTIVES
FROM THE MANAGERS

/s/ Charles B. Carlson           /s/ Richard T. Moroney
Charles B. Carlson               Richard T. Moroney
Portfolio Co-manager             Portfolio Co-manager

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

For 1998,  the Strong Dow 30 Value Fund  returned  16.11%,  a figure  that falls
slightly below the Dow Jones Industrial  Average'sSM  total return for 1998, but
places ahead of the Dow Jones' 50-year average annual return.  Given this Fund's
value  orientation and the fact that the markets  strongly favored growth stocks
over value stocks,  it's no small feat that this Fund tracked its  bench-mark so
closely.

With the actively managed portion of the portfolio, we overweight stocks that we
believe offer good value. Our criteria  include dividend yields,  price/earnings
ratios,  price/cash flow ratios, and price/earnings  ratios relative to earnings
growth.  Over time, we believe a value orientation is the best way to make money
in the stock market.

In 1998,  however,  the market did not reward value stocks.  Instead,  investors
were most  interested  in large,  well-known  stocks,  pushing  their  prices to
unprecedented  levels.  Examples of these  stocks in the Dow  include  Procter &
Gamble, McDonald's, and Wal-Mart Stores. Although many investors were willing to
chase after these ever-escalating stocks, in keeping with our value orientation,
we weren't.  That approach hurt the Fund's relative  performance in 1998, but we
believe it will serve our shareholders  well if these stocks' prices move closer
to historical norms--as we believe they will.

                                                  ---------------------
                                                       
                                                       EVEN THOUGH

                                                       SOME OF THE

                                                     DOW'S STOCKS ARE

                                                    NOW VERY EXPENSIVE, 

                                                    WE CONTINUE TO FIND 

                                                       GOOD VALUES.
                                                 
                                                  ---------------------

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

2

<PAGE>

Even though some of the Dow's stocks are now very expensive, we continue to find
good values. In our view, such high-quality franchises as AT&T, Hewlett-Packard,
and Philip Morris have bright growth  prospects and  reasonably  priced  stocks.
During the fourth quarter,  a selloff among financial  stocks presented a buying
opportunity.  When American Express,  Citigroup,  and J.P. Morgan began to score
higher in our value models, we boosted the Fund's exposure to these high-quality
stocks.

In the year ahead,  we expect more buying  opportunities,  for several  reasons.
First,  it's difficult to believe that the stock market will be able to continue
the  strong  performance  it has  posted  over the  past  four  years.  Further,
corporate profitability will likely be under pressure in 1999, thanks in part to
turmoil in global  markets.  As long as interest  rates and inflation stay under
control,  however,  we believe the Fund is positioned  well for 1999. In what is
likely to be a more challenging  investment climate going forward, we anticipate
that  investors  will focus more on value stocks than they have  recently.  This
would be likely to improve the Fund's  performance  relative to other  large-cap
indexes.

Thank you for  choosing  the Strong Dow 30 Value Fund to help you  achieve  your
financial goals.


                    GROWTH OF AN ASSUMED $10,000 INVESTMENT
                           From 12-31-97 to 12-31-98
[GRAPH]
                 THE STRONG          Dow Jones       Lipper Growth &
                DOW 30 VALUE        Industrial        Income Funds
                    FUND            Average SM*          Index*
     12-97         10,000             10,000             10,000
     3-98          11,126             11,171             11,140
     6-98          11,272             11,411             11,161
     9-98          10,064             10,047              9,769
     12-98         11,611             11,812             11,358


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 Dow
Jones  Industrial  AverageSM  (DJIA) and the Lipper Growth & Income Funds Index.
Results include the  reinvestment of 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.

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

* The DJIA is an unmanaged  index  generally  representative  of the U.S.  stock
market.  The  Lipper  Growth  &  Income  Funds  Index  is  an   equally-weighted
performance  index of the  largest  qualifying  funds in this  Lipper  category.
Source of the DJIA  index  data is  Standard  & Poor's  Micropal.  Source of the
Lipper index data is Lipper, Inc.


YOUR FUND'S 
APPROACH

THE STRONG DOW 30 VALUE FUND INVESTS  SOLELY IN THE 30 STOCKS THAT  COMPRISE THE
DOW JONES  INDUSTRIAL  AVERAGE (DJIA).  WITH ONE HALF OF THE FUND'S ASSETS,  THE
MANAGERS  ATTEMPT TO REPLICATE THE DJIA AND EQUAL ITS RETURN.  IN THE OTHER HALF
OF  THE  PORTFOLIO,  THE  MANAGERS  ATTEMPT  TO  BETTER  THE  DJIA'S  RETURN  BY
EMPHASIZING  DJIA STOCKS SELLING AT ATTRACTIVE  VALUATIONS.  IN ASSESSING VALUE,
THE MANAGERS CONSIDER  DIVIDEND YIELD,  PRICE/EARNINGS  RATIOS,  PRICE/CASH FLOW
RATIOS, AND COMPANY GROWTH RATES. STOCKS THAT APPEAR TO BE INEXPENSIVE  COMPARED
WITH  HISTORICAL  NORMS OR WITH OTHER DJIA STOCKS ARE  OVERWEIGHTED,  AND STOCKS
THAT APPEAR TO BE EXPENSIVE ARE UNDERWEIGHTED.

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

MARKET
HIGHLIGHTS

o    For 1998, the Dow Jones Industrial  AverageSM,  rose 18.13%.  In the fourth
     quarter alone, it rose 17.57%.

o    Low interest rates were the primary force driving the market higher.

o    The  year  1998  marked a  continuation  of  investors'  love  affair  with
     large-capitalization  stocks,  especially  those in such  glamour  areas as
     technology  and  health  care.  For  the  first  time in  history,  the Dow
     Industrials registered double-digit percentage gains four years running.

o    While international  developments  fueled a substantial  correction in late
     summer and early fall,  the market was able to  overcome  bad news and move
     higher.

                                                                              3
<PAGE>
  

SCHEDULE OF INVESTMENTS IN SECURITIES                          DECEMBER 31, 1998
- --------------------------------------------------------------------------------
================================================================================
                            STRONG DOW 30 VALUE FUND
================================================================================
                                                  Shares or
                                                  Principal     Value
                                                    Amount     (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS 99.7%
AEROSPACE & DEFENSE 7.1%
The Boeing Company                                  14,000   $  456,750
United Technologies Corporation                     14,100    1,533,375
                                                              ---------
                                                              1,990,125

AUTO & TRUCK PARTS 2.3%
The Goodyear Tire & Rubber Company                  13,100      660,731

AUTOMOBILE 3.8%
General Motors Corporation                          15,000    1,073,438

BANK - MONEY CENTER 8.4%
Citigroup, Inc.                                     17,700      876,150
J.P. Morgan & Company, Inc.                         14,300    1,502,394
                                                              ---------
                                                              2,378,544

BEVERAGE - SOFT DRINK 1.5%
The Coca-Cola Company                                6,300      421,312

CHEMICAL 1.8%
Union Carbide Corporation                           11,700      497,250

COMPUTER - MAINFRAME 8.6%
International Business Machines Corporation         13,100    2,420,225

COMPUTER - PERSONAL & WORKSTATION 3.6%
Hewlett-Packard Company                             14,700    1,004,194

DIVERSIFIED OPERATIONS 7.8%
Allied Signal, Inc.                                 14,700      651,394
E.I. Du Pont de Nemours & Company                   12,500      663,281
Minnesota Mining & Manufacturing Company            12,600      896,175
                                                              ---------
                                                              2,210,850
ELECTRICAL EQUIPMENT 4.6%
General Electric Company                            12,800    1,306,400

FINANCE - MISCELLANEOUS 5.0%
American Express Company                            13,900    1,421,275

HEALTHCARE - DRUG/DIVERSIFIED 10.4%
Johnson & Johnson                                   11,400      956,175
Merck & Company, Inc.                               13,500    1,993,781
                                                              ---------
                                                              2,949,956

LEISURE PRODUCT 3.0%
Eastman Kodak Company                               11,700      842,400

LEISURE SERVICE 1.5%
The Walt Disney Company                             14,200      426,000

MACHINERY - CONSTRUCTION & MINING 2.2%
Caterpillar, Inc.                                   13,600      625,600

METALS & MINING 3.7%
Aluminum Company of America                         14,100    1,051,331

OIL - INTERNATIONAL INTEGRATED 6.3%
Chevron Corporation                                 12,400    1,028,425
Exxon Corporation                                   10,400      760,500
                                                              ---------
                                                              1,788,925

PAPER & FOREST PRODUCTS 1.0%
International Paper Company                          6,300      282,319

RETAIL - DEPARTMENT STORE 2.3%
Sears, Roebuck & Company                            15,400      654,500

RETAIL - MAJOR CHAIN 3.6%
Wal-Mart Stores, Inc.                               12,400    1,009,825

RETAIL - RESTAURANT 1.7%
McDonald's Corporation                               6,300      482,737

SOAP & CLEANING PREPARATION 2.1%
The Procter & Gamble Company                         6,400      584,400

TELECOMMUNICATION SERVICE 4.4%
AT&T Corporation                                    16,600    1,249,150

TOBACCO 3.0%
Philip Morris Companies, Inc.                       15,800      845,300

- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS (COST $25,780,075)                       28,176,787
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 0.3%
COMMERCIAL PAPER
INTEREST BEARING, DUE UPON DEMAND
American Family Financial Services, Inc., 5.17%    $78,300       78,300
Warner Lambert Company, 5.18%                          100          100
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (COST $78,400)                      78,400
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (COST $25,858,475) 100.0%    28,255,187
Other Assets and Liabilities, Net (0.0%)                         (7,639)
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                           $28,247,548
================================================================================


WRITTEN OPTIONS ACTIVITY
- --------------------------------------------------------------------------------
                                                   Contracts    Premiums
- --------------------------------------------------------------------------------
Options outstanding at beginning of period              --           --
Options written during the period                    1,810     $125,340
Options closed                                      (1,120)     (62,634)
Options expired                                         --           --
Options exercised                                     (690)     (62,706)
                                                     -----      ------- 
Options outstanding at end of period                    --     $     --
                                                     =====     ========      

Closed and exercised options resulted in a capital loss of $230,291.


LEGEND
- --------------------------------------------------------------------------------
(a)  Short-term  investments  include any security  which has a maturity of
     less than one year.

Percentages are stated as a percent of net assets.

See Notes to Financial Statements.


4

<PAGE>


STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------
December 31, 1998

                                                             STRONG DOW 30
                                                              VALUE FUND
                                                             -------------
ASSETS:
  Investments in Securities, at Value (Cost of $25,858,475)   $28,255,187
  Receivable for Fund Shares Sold                                   1,000
  Dividends and Interest Receivable                                50,343
  Other Assets                                                     27,030
                                                              -----------
  Total Assets                                                 28,333,560

LIABILITIES:
  Payable for Securities Purchased                                 65,057
  Accrued Operating Expenses and Other Liabilities                 20,955
                                                              -----------
  Total Liabilities                                                86,012
                                                              -----------
NET ASSETS                                                    $28,247,548
                                                              ===========

NET ASSETS CONSIST OF:
  Capital Stock (par value and paid-in capital)               $26,606,323
  Accumulated Net Investment Income                                    31
  Accumulated Net Realized Loss                                  (755,518)
  Net Unrealized Appreciation                                   2,396,712
                                                              -----------
  Net Assets                                                  $28,247,548
                                                              ===========

Capital Shares Outstanding (Unlimited Number Authorized)        2,470,913

NET ASSET VALUE PER SHARE                                          $11.43
                                                                   ======








                       See Notes to Financial Statements.

                                                                              5
<PAGE>

STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Year Ended December 31, 1998
         
                                                              STRONG DOW 30
                                                                VALUE FUND
                                                               -------------
INCOME:                                                              
  Dividends                                                      $  338,657
  Interest                                                           53,098
                                                                 ----------
  Total Income                                                      391,755

EXPENSES:
  Investment Advisory Fees                                          149,451
  Custodian Fees                                                     69,127
  Shareholder Servicing Costs                                       101,492
  Reports to Shareholders                                            23,714
  Federal and State Registration Fees                                46,793
  Other                                                              16,673
                                                                 ----------
  Total Expenses before Waivers and Absorptions                     407,250
  Expense Waivers and Absorptions by Advisor                        397,261
                                                                 ----------
  Expenses, Net                                                       9,989
                                                                 ----------
NET INVESTMENT INCOME                                               381,766
REALIZED AND UNREALIZED GAIN (LOSS):
  Net Realized Loss on:
   Investments                                                     (525,227)
   Options                                                         (230,291)
                                                                 ---------- 
   Net Realized Loss                                               (755,518)
  Change in Unrealized Appreciation/Depreciation on Investments   2,396,712
                                                                 ----------
NET GAIN ON INVESTMENTS                                           1,641,194
                                                                 ----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS             $2,022,960
                                                                 ==========









                       See Notes to Financial Statements.
6
<PAGE>

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
For the Year Ended December 31, 1998 (Note 1)

                                                               STRONG DOW 30
                                                                 VALUE FUND
                                                               -------------

OPERATIONS:
  Net Investment Income                                         $   381,766
  Net Realized Loss                                                (755,518)
  Net Change in Unrealized Appreciation/Depreciation              2,396,712
                                                                -----------
  Net Increase in Net Assets Resulting from Operations            2,022,960

DISTRIBUTIONS:
  From Net Investment Income                                       (381,735)

CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                                      36,153,107
  Proceeds from Reinvestment of Distributions                       370,392
  Payment for Shares Redeemed                                    (9,917,176)
                                                                ----------- 
  Net Increase in Net Assets from Capital Share Transactions     26,606,323
                                                                -----------
Total Increase in Net Assets                                     28,247,548

NET ASSETS:
  Beginning of Year                                                      --
                                                                -----------
  End of Year                                                   $28,247,548
                                                                ===========

TRANSACTIONS IN SHARES OF THE FUND:
  Sold                                                            3,359,816
  Issued in Reinvestment of Distributions                            32,316
  Redeemed                                                         (921,219)
                                                                  --------- 
  Net Increase in Shares of the Fund                              2,470,913
                                                                  =========







                       See Notes to Financial Statements.
                                                                              7
<PAGE>

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

1.   ORGANIZATION
     Strong  Dow 30 Value  Fund is a  non-diversified  series of  Strong  Equity
     Funds, Inc., an open-end management investment company registered under the
     Investment Company Act of 1940. The Fund commenced operations on January 2,
     1998.

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 December 31,
          1998.

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

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

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

     (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.

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

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

     (G)  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),  purchased 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 

8

<PAGE>

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

          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.

     (H)  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.

     (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.   RELATED  PARTY  TRANSACTIONS 
     The  Advisor,  with whom  certain  officers  and  directors of the Fund are
     affiliated,  provides investment advisory and shareholder recordkeeping and
     related  services  to  the  Fund.   Investment  advisory  fees,  which  are
     established by terms of the Advisory Agreement,  are based on an annualized
     rate of 0.80% of the  average  daily net  assets of the Fund.  Based on the
     terms of the Advisory  Agreement,  advisory fees and other expenses will be
     waived by the  Advisor if the Fund's  operating  expenses  exceed 2% of the
     average daily net assets of the Fund. In addition,  the Fund's  Advisor may
     voluntarily  waive certain expenses at their  discretion.  During 1998, the
     Fund's  advisor  voluntarily  waived  expenses  of  $360,173.   Shareholder
     recordkeeping   and  related  service  fees  are  based  on   contractually
     established  rates  for  each  open  and  closed  shareholder  account.  In
     addition,  the Advisor is compensated for certain other services related to
     costs incurred for reports to shareholders.

     Horizon  Investment  Services,  LLC ("Horizon")  manages the investments of
     Strong Dow 30 Value Fund under an agreement  with the  Advisor.  Horizon is
     compensated by the Advisor (not the Fund) and bears all of its own expenses
     in providing subadvisory services.

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

     The  amount  payable to the  Advisor  at  December  31,  1998,  shareholder
     servicing  and  other  expenses  paid  to  the  Advisor,  and  unaffiliated
     directors' fees for the year then ended, were $20,540,  $94,866 and $1,500,
     respectively.

4.   LINE OF CREDIT
     The Strong Funds have established a line of credit  agreement  ("LOC") with
     certain  financial  institutions  to be used  for  temporary  or  emergency
     purposes,  primarily for financing redemption payments. Combined borrowings
     among all  participating  Strong Funds are subject to a $350 million cap on
     the total line of credit.  For individual  Funds,  borrowings under the LOC
     are limited to either the lesser of 15% of the market value of total assets
     or any explicit borrowing limits in the Fund's prospectus. Borrowings under
     the LOC bear interest  based on  prevailing  market rates as defined in the
     LOC. A commitment  fee of .07% per annum is incurred on the unused  portion
     of the line of credit and is allocated to all  participating  Strong Funds.
     At December 31, 1998,  there were no  borrowings  by the Funds  outstanding
     under the LOC.

5.   INVESTMENT TRANSACTIONS
     The  aggregate  purchases  and sales of long-term  securities  for the year
     ended December 31, 1998 were $34,884,180 and $8,578,878, respectively.

6.   INCOME TAX INFORMATION
     At December 31, 1998,  the cost of  investments  in securities  for federal
     income  tax  purposes  was  $26,329,882.  Net  unrealized  appreciation  of
     securities was $1,925,305,  consisting of gross unrealized appreciation and
     depreciation  of $3,046,399 and  $1,121,094,  respectively.  The Fund had a
     capital loss carryover of $287,516 which expires in 2006.

     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 85.8%(unaudited).

               
                                                                              9
<PAGE>


FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

STRONG DOW 30 VALUE FUND
- --------------------------------------------------------------------------------
                                                           Year Ended
                                                           ----------
SELECTED PER-SHARE DATA(a)                                    1998
- ---------------------------------------------------------------------
Net Asset Value, Beginning of Period                         $10.00
Income From Investment Operations
  Net Investment Income                                        0.18
  Net Realized and Unrealized Gains on Investments             1.43
- ---------------------------------------------------------------------
  Total from Investment Operations                             1.61
Less Distributions
  From Net Investment Income                                  (0.18)
- ---------------------------------------------------------------------
  Total Distributions                                         (0.18)
- ---------------------------------------------------------------------
Net Asset Value, End of Period                               $11.43
=====================================================================
RATIOS AND SUPPLEMENTAL DATA
- ---------------------------------------------------------------------
  Total Return                                               +16.1%
  Net Assets, End of Period (In Thousands)                   $28,248
  Ratio of Expenses to Average Net Assets                      0.1%
  Ratio of Expenses to Average Net
    Assets Without Voluntary Waivers and Absorptions           2.0%
  Ratio of Net Investment Income to Average Net Assets         2.1%
  Portfolio Turnover Rate                                     45.7%

(a)  Information  presented  relates  to a share  of  capital  stock of the Fund
     outstanding for the entire period.

See Notes to Financial Statements.


10

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Board of Directors of the Strong Equity Funds, Inc. 
and the Shareholders of Strong Dow 30 Value Fund

In our opinion, the accompanying statement of assets and liabilities,  including
the schedule of  investments,  and the related  statements of operations  and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material  respects,  the  financial  position  of Strong  Dow 30 Value Fund (the
"Fund")  (one of the  portfolios  constituting  Strong  Equity  Funds,  Inc.) at
December 31, 1998, the results of its operations,  the changes in its net assets
and the financial  highlights for the period from January 2, 1998  (commencement
of  operations)  to December 31, 1998, in  conformity  with  generally  accepted
accounting  principles.  These  financial  statements  and financial  highlights
(hereafter referred to as "financial  statements") are the responsibility of the
Fund's  management;  our  responsibility  is to  express  an  opinion  on  these
financial  statements  based on our  audits.  We  conducted  our audits of these
financial  statements in accordance with generally  accepted auditing  standards
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation of securities owned at December 31, 1998 by correspondence with the
custodian, provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Milwaukee, Wisconsin
February 9, 1999




                                                                             11

<PAGE>


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









12
<PAGE>

                                    DIRECTORS
                                Richard S. Strong
                                 Willie D. Davis
                                 Stanley Kritzik
                                Marvin E. Nevins
                                 William F. Vogt

                                    OFFICERS
                    Richard S. Strong, Chairman of the Board
                          Mary F. Hoppa, Vice President
                         Thomas P. Lemke, Vice President
                         John S. Weitzer, Vice President
              Stephen J. Shenkenberg, Vice President and Secretary
                           Dana J. Russart, Treasurer

                               INVESTMENT ADVISOR
                         Strong Capital Management, Inc.
                    P.O. Box 2936, Milwaukee, Wisconsin 53201
     
                                   DISTRIBUTOR
                            Strong Investments, Inc.
                   P.O. Box 2936, Milwaukee, Wisconsin 53201

                                   CUSTODIAN
                          Firstar Bank Milwaukee, N.A.
                    P.O. Box 701, Milwaukee, Wisconsin 53201

                  TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT
                        Strong Capital Management, Inc.
                   P.O. Box 2936, Milwaukee, Wisconsin 53201

                            INDEPENDENT ACCOUNTANTS
                           PricewaterhouseCoopers LLP
             100 East Wisconsin Avenue, Milwaukee, Wisconsin 53202

                                  LEGAL COUNSEL
                              Godfrey & Kahn, S.C.
               780 North Water Street, Milwaukee, Wisconsin 53202
<PAGE>

For a prospectus containing more complete information, including management fees
and  expenses,  please  call  1-800-368-1030.  Please read it  carefully  before
investing or sending  money.  This report does not  constitute  an offer for the
sale of securities. Strong Funds are offered for sale by prospectus only.

 
                             [PICTURE OF TELEPHONE]
                        To order a free prospectus kit,
                              CALL 1-800-368-1030.

                         To learn more about our funds,
                          discuss an existing account,
                           or conduct a transaction,
                              CALL 1-800-368-3863.
                              --------------------

                                  If you are a
                            Financial Professional,
                              CALL 1-800-368-1683



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