STRONG EQUITY FUNDS INC
N-30D, 1999-09-07
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                                                       [STRONG LOGO]

     THE STRONG
     DOW 30 VALUE
     FUND
- --------------------------------------------------------------------------------
     SEMI-ANNUAL REPORT o JUNE 30, 1999


                       [PICTURE OF STRONG FUNDS BUILDING]

<PAGE>

                                   THE STRONG
                                DOW 30 VALUE FUND
                           --------------------------
                       SEMI-ANNUAL REPORT o JUNE 30, 1999

                                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
     Statements of Changes in Net Assets .............................7
     Notes to Financial Statements ...................................8

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

<PAGE>

                            LETTER FROM THE CHAIRMAN

Dear Strong Investor,

Having  just  returned  from a business  trip to  Indianapolis,  I was telling a
friend that almost everywhere I went--every freeway traveled,  every side street
ventured down--bulldozers, cranes and backhoes were hard at work.

Indianapolis,  like most American cities we visit these days, is in the midst of
a spectacular  building boom. A sea of yellow construction  equipment is washing
over the  nation's  landscape.

It is the latest chapter in the unbelievable economic expansion that has blessed
this  country--almost  without  pause--since  1982.  The signs of prosperity are
everywhere:

     o    Highways jammed with people on their way to do business.

     o    "Help  Wanted"  signs in more store  windows than most of us have ever
          seen at one time.

     o    Consumer confidence is at an all-time high. Shopping carts are stuffed
          with personal computers,  printers,  software and all sorts of related
          high-tech equipment transforming the lives of Americans.

     o    Restaurants  are packed almost every night of the week with people who
          have money to spend.

We are fortunate to be living in one of the greatest  economic booms in recorded
history.  Likewise,  we should be grateful for the  opportunity  to live in this
incredibly prosperous time. We should also remember that nothing lasts forever.

The nation's economic engine is running near full capacity. After eight years of
continuous  growth,  the American  economy is  beginning to overheat.  It's that
strain  on the  system  that  has Mr.  Greenspan's  Federal  Reserve,  which  is
responsible for managing the economy and keeping inflation at reasonable levels,
obviously concerned.

The  Fed's  most  powerful  inflation-fighting  tool is its  ability  to  manage
interest rates.  Although it is a blunt  instrument,  raising  interest rates is
very  effective  in  rapidly  slowing  the rate of  growth in the  economy.  For
example,  when  rates  go up,  it  doesn't  take  long to see a drop in both the
construction of new homes and the refinancing of mortgage  loans.  Likewise,  it
wouldn't be long before some of those  bulldozers  and backhoes in  Indianapolis
were sidelined.

The Federal Reserve has an awesome  responsibility.  While they want the economy
to move ahead,  they can't let their hopes  override  common sense.  The Fed has
become increasingly  worried about excessive  valuations in the stock market and
the possibility that, left unchecked, a financial bubble could occur.

Make no mistake  about it:  Here at  Strong,  we are  bullish  on the  long-term
prospects for America.  But, in the short term,  expectations  of what the stock
market and the U.S.  economy can  continue to deliver  seem  inflated.  For that
reason,  this could be a good time to complement your portfolio's stock holdings
with more conservative money market and short-term bond funds.

                                                  /s/ Dick
<PAGE>
                                    ==============
                          THE STRONG DOW 30 VALUE FUND
- ------------------------------------==============------------------------------

FUND
 HIGHLIGHTS

o    The Strong Dow 30 Value Fund returned  20.38% for the six months ended June
     30,  1999.(1) The strong  first-half  performance  was keyed by an
     impressive second quarter, which saw the fund gain 12.33%.

o    Fund performance was fueled by a broadening in market leadership to include
     cyclical and value stocks--sectors of the market that had been out of favor
     since early 1995.

o    Strength in cyclical  stocks was especially good news for the Dow, which is
     particularly sensitive to their price movements.

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

             AVERAGE ANNUAL
            TOTAL RETURNS(1)

              As of 6-30-99

             1-year       24.00%

    Since Inception       25.01%
      (on 12-31-97)

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

            FIVE LARGEST
           STOCK HOLDINGS

            As of 6-30-99

SECURITY                % OF NET ASSETS

J.P. Morgan & Company, Inc.        7.0%

International Business
Machines Corporation               5.9%

American Express Company           5.9%

Hewlett-Packard Company            4.9%

Johnson & Johnson                  4.7%

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

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

After  four  years  of  impressive  gains,  many on  Wall  Street  expected  the
stock-market  averages to take a breather in the first half of 1999. Your Fund's
managers  partly  agreed,  as we felt big gains  would be  difficult  to achieve
unless market breadth improved and the profit outlook brightened.

Both  conditions  were  met  when  global   economic   prospects   improved  and
March-quarter corporate earnings showed encouraging growth, keying a broad-based
rally.  Sharp gains among  cyclical and value stocks pushed the Dow  Industrials
sharply  higher,  and some of these stocks no longer  represent such  compelling
bargains. In our view, the best-performing  stocks over the next 12 to 18 months
will be quality issues with reasonable  valuations,  solid profit outlooks,  and
the potential to surpass Wall Street expectations.

Relative  to the Dow Jones  Industrial  Average,  the Fund was  overweighted  or
neutral in most cyclical stocks at the beginning of 1999. However, some cyclical
stocks  now  rank  poorly  in  our  valuation   model,  so  we  are  selectively
underweighting some of the stocks. For example,  Chevron,  Exxon,  International
Paper,  and  Union  Carbide  now  trade at rich  valuations  even if you  assume
earnings will rebound strongly in 2000.

Sector  rotation in the first half also created some buying  opportunities.  For
the first time, drug manufacturer  Merck & Co. now ranks among the top 10 in our
valuation model.

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

                                                       SHARP GAINS

                                                      AMONG CYCLICAL

                                                     AND VALUE STOCKS

                                                      PUSHED THE DOW

                                                    INDUSTRIALS SHARPLY

                                                          HIGHER...

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

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

1    Average annual total return and total return measure change in the value of
     an  investment  in the Fund,  assuming  reinvestment  of all  dividends and
     capital gains. Average annual total return reflects annualized change while
     total return reflects aggregate change, and is not annualized.

2
<PAGE>

Considering the company's bright long-term profit outlook, we feel the stock now
represents one of the better values in the Dow.

AT&T and  Citigroup  are no longer  ranked among the very best Dow stocks in our
valuation model. But we expect to remain  overweighted in both these stocks,  as
both companies hold unique  opportunities  not fully  recognized on Wall Street.
Both  companies,   in  our  view,  have  the  potential  to  surpass   consensus
expectations.

Going  forward,  we believe the  portfolio is  positioned  to  capitalize  on an
environment  of solid economic  growth and contained  interest  rates.  We don't
believe the recent  advance in interest  rates is likely to be extended  sharply
higher. Both Citigroup,  the leader in financial  services,  and General Motors,
the auto giant  that ranks  among the best in our value  model,  should  surpass
consensus  expectations  if interest  rates  stabilize  and the global  recovery
continues.

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 6-30-99

[GRAPH]
               THE STRONG          Dow Jones Industrial     Lipper Growth &
            DOW 30 VALUE FUND          Average (SM)*      Income Funds Index*
12-97             10,000                  10,000                10,000
3-98              11,127                  11,172                11,140
6-98              11,273                  11,411                11,162
9-98              10,065                  10,048                 9,770
12-98             11,611                  11,813                11,358
3-99              12,444                  12,643                11,599
6-99              13,978                  14,227                12,675


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  Average(SM) (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    In the first half of 1999,  improving  corporate  profit  expectations  and
     rising interest rates led to a shift away from large-capitalization, richly
     priced growth stocks toward value and cyclical stocks.

o    Cyclical stocks have also benefited from further evidence of turnarounds in
     Asian  economies.  Many Dow stocks have large Asian  businesses  or compete
     with  Asian  rivals,  and  improvement  in this  area  bodes  well for such
     cyclical sectors as energy, paper, chemicals, and machinery.

o    Corporate  profit growth  accelerated in the first half of 1999.  Improving
     demand  trends  suggest  profit  comparisons  will remain  favorable in the
     second half of the year.

                                                                               3
<PAGE>

SCHEDULE OF INVESTMENTS IN SECURITIES                  JUNE 30, 1999 (UNAUDITED)
- --------------------------------------------------------------------------------
================================================================================
                            STRONG DOW 30 VALUE FUND
================================================================================
                                                      Shares or
                                                      Principal      Value
                                                        Amount      (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS 99.1%
AEROSPACE & DEFENSE 6.7%
The Boeing Company                                      58,000     $ 2,562,875
United Technologies Corporation                         39,400       2,824,487
                                                                   -----------
                                                                     5,387,362
AUTO & TRUCK PARTS 2.7%
The Goodyear Tire & Rubber Company                      36,600       2,152,538

AUTOMOBILE 3.9%
General Motors Corporation                              47,900       3,161,400

BANK - MONEY CENTER 10.6%
Citigroup, Inc.                                         61,650       2,928,375
J.P. Morgan & Company, Inc.                             39,900       5,605,950
                                                                   -----------
                                                                     8,534,325
BEVERAGE - SOFT DRINK 1.6%
The Coca-Cola Company                                   19,800       1,237,500

CHEMICAL 1.2%
Union Carbide Corporation                               19,800         965,250

COMPUTER - MAINFRAME 10.8%
Hewlett-Packard Company                                 38,900       3,909,450
International Business Machines Corporation             36,900       4,769,325
                                                                   -----------
                                                                     8,678,775
DIVERSIFIED OPERATIONS 10.2%
Allied Signal, Inc.                                     40,300       2,538,900
E.I. Du Pont de Nemours & Company                       36,100       2,466,081
Minnesota Mining & Manufacturing Company                36,300       3,155,831
                                                                   -----------
                                                                     8,160,812
ELECTRICAL EQUIPMENT 4.1%
General Electric Company                                28,900       3,265,700

FINANCE - MISCELLANEOUS 5.9%
American Express Company                                36,500       4,749,563

HEALTHCARE - DRUG/DIVERSIFIED 8.9%
Johnson & Johnson                                       38,200       3,743,600
Merck & Company, Inc.                                   46,000       3,404,000
                                                                   -----------
                                                                     7,147,600
LEISURE PRODUCT 3.4%
Eastman Kodak Company                                   40,200       2,723,550

LEISURE SERVICE 1.4%
The Walt Disney Company                                 36,100       1,112,331

MACHINERY - CONSTRUCTION & MINING 2.7%
Caterpillar, Inc.                                       36,100       2,166,000

METALS & MINING 2.8%
Alcoa, Inc.                                             36,600       2,264,625

OIL - INTERNATIONAL INTEGRATED 6.6%
Chevron Corporation                                     31,000       2,950,812
Exxon Corporation                                       30,100       2,321,463
                                                                   -----------
                                                                     5,272,275
PAPER & FOREST PRODUCTS 1.9%
International Paper Company                             30,800       1,555,400

RETAIL - DEPARTMENT STORE 2.0%
Sears, Roebuck & Company                                36,400       1,622,075

RETAIL - MAJOR CHAIN 1.5%
Wal-Mart Stores, Inc.                                   25,100       1,211,075

RETAIL - RESTAURANT 1.0%
McDonald's Corporation                                  18,800         776,675

SOAP & CLEANING PREPARATION 2.7%
The Procter & Gamble Company                            24,200       2,159,850

TELECOMMUNICATION SERVICE 4.0%
AT&T Corporation                                        57,200       3,192,475

TOBACCO 2.5%
Philip Morris Companies, Inc.                           49,200       1,977,225
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS (Cost $70,837,705)                              79,474,381
- --------------------------------------------------------------------------------

SHORT-TERM INVESTMENTS (a) 1.7%
COMMERCIAL PAPER
INTEREST BEARING, DUE UPON DEMAND
General Mills, Inc., 4.82%                            $268,824         268,824
Pitney Bowes Credit Corporation, 4.82%                 103,776         103,776
Sara Lee Corporation, 4.82%                             26,139          26,139
Warner Lambert Company, 4.91%                              100             100
Wisconsin Electric Power Company, 4.91%                982,061         982,061
- --------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (Cost $1,380,900)                       1,380,900
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES (Cost $72,218,605) 100.8%           80,855,281
Other Assets and Liabilities, Net (0.8%)                              (669,255)
- --------------------------------------------------------------------------------
NET ASSETS 100.0%                                                  $80,186,026
================================================================================


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
- --------------------------------------------------------------------------------
June 30, 1999 (Unaudited)

                                                                Strong Dow 30
                                                                 Value Fund
                                                                -------------
ASSETS:
  Investments in Securities, at Value (Cost of $72,218,605)      $80,855,281
  Receivable for Fund Shares Sold                                    112,700
  Dividends and Interest Receivable                                  121,976
  Other Assets                                                        17,086
                                                                 -----------
  Total Assets                                                    81,107,043

LIABILITIES:
  Payable for Securities Purchased                                   892,192
  Payable for Fund Shares Redeemed                                     4,970
  Accrued Operating Expenses and Other Liabilities                    23,855
                                                                 -----------
  Total Liabilities                                                  921,017
                                                                 -----------
NET ASSETS                                                       $80,186,026
                                                                 ===========
NET ASSETS CONSIST OF:
  Capital Stock (par value and paid-in capital)                  $71,399,410
  Undistributed Net Investment Income                                120,085
  Undistributed Net Realized Gain                                     29,855
  Net Unrealized Appreciation                                      8,636,676
                                                                 -----------
  Net Assets                                                     $80,186,026
                                                                 ===========
Capital Shares Outstanding (Unlimited Number Authorized)           5,826,276

NET ASSET VALUE PER SHARE                                             $13.76
                                                                      ======

                       See Notes to Financial Statements.

                                                                               5
<PAGE>

STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
For the Six Months Ended June 30, 1999 (Unaudited)

                                                                   STRONG DOW 30
                                                                     VALUE FUND
                                                                   -------------
INCOME:
  Dividends                                                          $  385,390
  Interest                                                               44,993
                                                                     ----------
  Total Income                                                          430,383

EXPENSES:
  Investment Advisory Fees                                              173,135
  Custodian Fees                                                         16,308
  Shareholder Servicing Costs                                            77,803
  Reports to Shareholders                                                20,920
  Licensing Fee                                                          15,000
  Other                                                                  33,833
                                                                     ----------
  Total Expenses before Waivers and Absorptions                         336,999
  Voluntary Expense Waivers and Absorptions by Advisor                  (26,670)
                                                                     ----------
  Expense, Net                                                          310,329
                                                                     ----------
NET INVESTMENT INCOME                                                   120,054

REALIZED AND UNREALIZED GAIN:
  Net Realized Gain on Investments                                      785,373
  Net Change in Unrealized Appreciation/Depreciation on Investments   6,239,964
                                                                     ----------
NET GAIN ON INVESTMENTS                                               7,025,337
                                                                     ----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                 $7,145,391
                                                                     ==========

                       See Notes to Financial Statements.

6
<PAGE>
<TABLE>

STATEMENTS OF CHANGES IN NET ASSETS
- -------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                         STRONG DOW 30 VALUE FUND
                                                                   ------------------------------------
                                                                   SIX MONTHS ENDED        YEAR ENDED
                                                                     JUNE 30, 1999        DEC. 31, 1998
                                                                   ----------------       -------------
                                                                      (Unaudited)            (Note 1)

OPERATIONS:
<S>                                                                   <C>                  <C>
  Net Investment Income                                               $   120,054          $   381,766
  Net Realized Gain (Loss)                                                785,373             (755,518)
  Net Change in Unrealized Appreciation/Depreciation                    6,239,964            2,396,712
                                                                      -----------          -----------
  Net Increase in Net Assets Resulting from Operations                  7,145,391            2,022,960

DISTRIBUTIONS FROM NET INVESTMENT INCOME                                       --             (381,735)

CAPITAL SHARE TRANSACTIONS:
  Proceeds from Shares Sold                                            57,017,360           36,153,107
  Proceeds from Reinvestment of Distributions                                  --              370,392
  Payment for Shares Redeemed                                         (12,224,273)          (9,917,176)
                                                                      -----------          -----------
  Net Increase in Net Assets from Capital Share Transactions           44,793,087           26,606,323
                                                                      -----------          -----------
TOTAL INCREASE IN NET ASSETS                                           51,938,478           28,247,548

NET ASSETS:
  Beginning of Period                                                  28,247,548                   --
                                                                      -----------          -----------
  End of Period                                                       $80,186,026          $28,247,548
                                                                      ===========          ===========
TRANSACTIONS IN SHARES OF THE FUND:
  Sold                                                                  4,312,594            3,359,816
  Issued in Reinvestment of Distributions                                      --               32,316
  Redeemed                                                               (957,231)            (921,219)
                                                                        ---------            ---------
  Net Increase in Shares of the Fund                                    3,355,363            2,470,913
                                                                        =========            =========

                                        See Notes to Financial Statements.

                                                                                                     7
</TABLE>

<PAGE>

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

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 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 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.

          Investments in foreign  denominated assets or forward foreign 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.

     (G)  Repurchase Agreements -- The Fund may enter into repurchase agreements
          with institutions that the Fund's

8
<PAGE>

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

          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.


     (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  --  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 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 or absorb  certain  expenses  at their  discretion.
     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 sevices.

     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  six  months  then  ended,   were   $15,316,   $74,712  and  $750,
     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 six
     months ended June 30, 1999 were $57,502,966 and $13,244,859, respectively.

6.   INCOME TAX INFORMATION
     At June 30, 1999,  the cost of investments in securities for federal income
     tax purposes was $73,013,743. Net unrealized appreciation of securities was
     $7,841,538, consisting of gross unrealized appreciation and depreciation of
     $9,263,852 and $1,422,314, respectively. At December 31, 1998, the Fund had
     a capital loss carryover of $287,516 which expires in 2006.

                                                                               9
<PAGE>

<TABLE>
FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------------------------------
STRONG DOW 30 VALUE FUND
- ------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                     Period Ended
                                                                               -----------------------
                                                                               June 30,       Dec. 31,
Selected Per-Share Data(a)                                                     1999(b)          1998
- ------------------------------------------------------------------------------------------------------
<S>                                                                            <C>             <C>
Net Asset Value, Beginning of Period                                           $11.43          $10.00
Income From Investment Operations
  Net Investment Income                                                          0.02            0.18
  Net Realized and Unrealized Gains on Investments                               2.31            1.43
- ------------------------------------------------------------------------------------------------------
  Total from Investment Operations                                               2.33            1.61
Less Distributions
  From Net Investment Income                                                       --           (0.18)
- ------------------------------------------------------------------------------------------------------
  Total Distributions                                                              --           (0.18)
- ------------------------------------------------------------------------------------------------------
Net Asset Value, End of Period                                                 $13.76          $11.43
======================================================================================================
Ratios and Supplemental Data
- ------------------------------------------------------------------------------------------------------
  Total Return                                                                 +20.4%          +16.1%
  Net Assets, End of Period (In Thousands)                                    $80,186         $28,248
  Ratio of Expenses to Average Net Assets without Waivers and Absorptions        1.5%*           2.0%
  Ratio of Expenses to Average Net Assets                                        1.4%*           0.1%
  Ratio of Net Investment Income to Average Net Assets                           0.5%*           2.1%*
  Portfolio Turnover Rate                                                       29.4%           45.7%


  *  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).

</TABLE>


                                       See Notes to Financial Statements.
10
<PAGE>

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








                                                                              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
                         John S. Weitzer, Vice President
              Stephen J. Shenkenberg, Vice President and Secretary
                            John W. Widmer, 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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                                 Strong On-line
                               www.strongfunds.com




                                  [STRONG LOGO]

                                  STRONG FUNDS
                   P.O. Box 2936 o Milwaukee, Wisconsin 53201
                       Strong Investments, Inc. 12423H99                   SDOW
<PAGE>


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