ARTICLES OF INCORPORATION

                             of
Roll 41 Page 795
                 LAKESIDE CAPITAL FUND, INC.


                We, the undersigned natural persons of the
                age of twenty-one years or more, acting as
                incorporators of a corporation under the
                General Laws of the State of Maryland
                authorizing the formation of corporations,
                adopt the following Articles of
                Incorporation for such corporation:


                FIRST:    The name of the corporation (which
                is hereinafter called the "Corporation")
                is LAKESIDE CAPITAL FUND, INC.


                SECOND:   The period of its existence is
                perpetual.


                THIRD:    The purpose or purposes for which
                the Corporation is organized are:

                      A.   To engage in the business of a
                      diversified open-end management
                      investment company.

                      B.   To purchase or otherwise acquire,
                      hold for investment or otherwise, and
                      to sell, exchange or otherwise dispose
                      of securities, or rights or warrants
                      to acquire securities, of any private
                      or public company, corporation,
                      association, trust or syndicate
                      however organized.
<PAGE>
     ROLL 41 PAGE 796

             C.   To purchase or otherwise acquire, hold for
             investment or otherwise, and to sell, exchange,
             or otherwise dispose of, securities issued or
             guaranteed by the United States of America, by
             any State of the United States of America, by
             any political subdivision of any State, by any
             public instrumentality of a State, or by any
             person controlled or supervised by and acting
             as an instrumentality of the United States of
             America.

             D.   To deposit its funds from time to time in
             such checking account or accounts as may
             reasonably be required, and to deposit its
             funds at interest in any bank, savings bank or
             trust company in good standing organized under
             the laws of the United States of America or any
             State thereof, or of the District of Columbia.

             E.   To conduct research and investigations
             with respect to securities, organizations and
             business conditions in the United States and
             elsewhere; to secure information and advice
             pertaining to the investment and employment of
             the assets and funds of the Corporation and to
             pay compensation to others for the furnishing
             of any or all of the foregoing.

             F.   Subject to any restrictions contained in
             the Investment Company Act of 1940, in
             applicable state securities or "blue sky"
             laws, or in any rules or regulations issued
             pursuant to any of the foregoing, to exercise
             in respect of all securities, property and
             assets owned by it all rights, powers and
             privileges which could be exercised by any
             natural person owning the same Becurities,
             property or assets.


                          -2-
<PAGE>
                                   ROLL 41 PAGE 797


             G.   To acquire all or any part of the good
             will, property and business of any firm,
             person, association or corporation heretofore
             or hereafter engaged in any business similar to
             any business which it has power to conduct, and
             to hold, utilize, enjoy, and in any manner
             dispose of the whole or any part of the rights,
             property and business so acquired and to assume
             in connection therewith any liabilities of any
             such person, firm, association or corporation.

             H.   Without the vote or consent of the
             shareholders of the Corporation, to purchase,
             acquire, hold, dispose of, transfer and reissue
             or cancel shares of its own capital stock in
             any manner or to any extent now or hereafter
             permitted by the laws of Maryland and by these
             Articles of Incorporation.

             I.   To carry out all or any part of the
             aforesaid objects and purposes and to conduct
             its business in all or any of its branches in
             any or all states, territories, districts and
             possessions of the United States of America and
             in foreign countries; and to maintain offices
             and agencies in any and all states,
             territories, districts and possessions of the
             United States of America and in foreign
             countries.

             The foregoing objects and purposes shall,
             except when otherwise expressed, be in no way
             limited or restricted by reference to or
             inference from the terms of any clause of this
             or any other Section of these Articles of
             Incorporation, or of any amendment thereto, and
             shall


                          -3-
<PAGE>
     ROLL 41 PAGE 798


     each be regarded as independent and construed as powers as
     well as objects and purposes.

     The Corporation shall be authorized to exercise and
     enjoy all of the powers, rights and privileges granted
     to or conferred upon corporations of a similar
     character by the General Laws of the State of Maryland
     now or hereafter in force, and the enumeration of the
     foregoing powers shall not be deemed to exclude any
     powers, rights or privileges so granted or conferred.


     FOURTH:   The aggregate number of shares which the
     Corporation shall have authority to issue is Two
     Hundred Thousand (200, 000) consisting of one class
     only, designated as "Common Stock," of the par value
     of $1.00 per share and of the aggregate par value of
     Two Hundred Thousand Dollars ($200, 000).

     FIFTH:    Provisions limiting or denying to
     shareholders the preemptive right to acquire
     additional shares of the Corporation are:

     No holder of any of the shares of this Corporation
     shall, as such holder, have any pre-emptive or other
     right to purchase or subscribe for any shares which
     this Corporation may issue or sell other than such
     rights, if any, as the board of directors in its
     discretion may from time to time determine to offer to
     shareholders of this Corporation.


     SIXTH:    The number of initial directors is three (3),
     and the names of the initial directors are:


                             -4-
<PAGE>
     ROLL 41 PAGE 799


                Albert 0. Nicholas

                Richard S. Strong

                Frank C. DeGuire

Thereafter, the number of directors shall be such number
(not less than three) as is fixed from time to time by the
By-Laws.


     SEVENTH:  The post office address of the principal
     office of the Corporation in this State is c/o The
     Corporation Trust Incorporated, First National Bank
     Building, Light and Redwood Streets, Baltimore,
     Maryland 21202.  The name of the resident agent of the
     Corporation in this State is The Corporation Trust
     Incorporated, a corporation of this State, and the post
     office address of the resident agent is First National
     Bank Building, Light and Redwood Streets, Baltimore,
     Maryland 21202.


     EIGHTH:  The name and address of each incorporator is:
	Name				Address

     Albert 0. Nicholas			312 East Wisconsin Avenue
					Milwaukee, Wisconsin 53202

     Richard S. Strong			312 East Wisconsin Avenue
					Milwaukee, Wisconsin 53202

     David E. Leichtfuss		324 East Wisconsin Avenue
					Milwaukee, Wisconsin 53202
  

     NINTH:     The following provisions are hereby adopted
     for the purpose of defining, limiting and regulating
     the powers of the Corporation



                          -5-
<PAGE>
                                ROLL 41 PAGE 800


    and of the directors and shareholders:


   A.   The board of directors of the Corporation shall
   authorize an initial issuance of shares of the capital
   stock of the Corporation for such consideration not less
   than the aggregate par value of the shares included in
   the issuance as the board of directors shall determine.
   After such initial issuance, the board of directors may
   authorize the issuance (and reissuance) from time to time
   of shares of capital stock of any class, whether now or
   hereafter authorized, for such consideration as said
   board of directors may deem advisable, provided that such
   consideration shall be not less than the aggregate par
   value of such shares issued nor less than the net asset
   value of such shares applicable at the time an order for
   purchase is accepted by the Corporation, as such net
   asset value is computed in accordance with Section J of
   this Article NINTH. That portion of the consideration
   received by the Corporation for shares issued (or
   reissued) which is equal to the aggregate par value of
   such shares shall be capital and any consideration
   received in excess of said aggregate par value shall be
   capital surplus. The board of directors may, in its sole
   and absolute discretion, reject in whole or in part
   orders for the purchase of shares of capital stock, and
   may, in addition, require such orders to be in such
   minimum amounts as it shall determine.

   B.   The holders of any fractional shares of the capital
   stock of the Corporation shall be entitled to the payment
   of dividends on such fractional shares, to receive the
   net asset value thereof upon redemption and to share in
   the assets of the Corporation upon liquidation, but no
   holder of a fractional share shall be entitled to receive
   a certificate representing any fractional share, nor
   shall any such holder have any voting rights with respect
   to any fractional share. Whenever a shareholder owns
   fractional shares aggregating a full share, he shall have
   all rights provided herein with respect to such full
   share and shall be entitled to receive a certificate
   representing such full share.

   D.   The board of directors shall have full power in
   accordance with good accounting practice: (a) to
   determine what receipts of the Corporation shall
   constitute income available for payment of dividends and
   what receipts shall constitute principal and to make such
   allocation of any particular receipt between principal
   and income as it may deem proper; and (b) from time to
   time, in its discretion (i) to determine whether any and
   all expenses and other outlays paid or incurred
   (including any and all taxes, assessments or governmental
   charges which the Corporation may be required to pay or
   hold under any present or future law of the United States
   of America or of any other taxing authority therein)



                          -6-
<PAGE>
shall be charged to or paid from principal or income or
both; and (ii) to apportion any and all of said expenses and
outlays, including taxes, between principal and income.

D.  Each holder of record of stock of
this Corporation shall be entitled to one (1) vote for each
share thereof standing registered in his name on the books
of the Corporation. At all elections of directors of the
Corporation, each shareholder shall be entitled to vote the
shares owned of record by him for as many persons as there
are directors to be elected, but shall not be entitled to
exercise any right of cumulative voting.

E.  The board of directors shall have
power to determine from time to time whether and to what
extent and at what time and places and under what conditions
and regulations the books, accounts and documents of the
Corporation, or any of them, shall be open to the inspection
of shareholders, except as otherwise provided by statute or
by law; and except as so provided, no shareholder shall have
any right to inspect any book, account or document of the
Corporation unless authorized to do so by resolution of the
board of directors.

F.  When the total assets of the
Corporation shall for the first time have amounted to $100,000,
or more, a fact which shall be conclusively evidenced by
a resolution of the board of directors of the Corporation
specifying the date and time when such total assets first
amounted to $100, 000, or more, each holder of shares of the
capital stock of the Corporation shall be entitled at any
time thereafter to require the Corporation to redeem all or
any part of the shares standing in the name of such holder
on the books of the Corporation at the net asset value of
such shares as determined in accordance with the provisions
of this Article NINTH, subject to the provisions of Section
K of this Article.

G.  The net asset value to which a
holder of shares of capital stock of the Corporation shall
be entitled upon redemption of shares held by him is the net
asset value applicable at the time when certificates
representing said shares, duly endorsed or accompanied by
proper instruments of assignment, with proper stock transfer
stamps affixed, if required, and accompanied by irrevocable
instructions in writing in form acceptable to the board of
directors to redeem the stock represented by such
certificates, shall have been received by the Corporation as
such place as the board of directors may from time to time
designate.

H.  The time of payment for shares
redeemed shall be within seven (7) days after certificates
representing the shares to be redeemed have been received by
the Corporation in accordance with Section G of this Article
NINTH.

                             -7-
<PAGE>
                               ROLL 41 PAGE 802


I.  The net asset value of each share of
the Corporation shall be determined as of the close of
trading on the New York Stock Exchange each day that said
Exchange is open for trading and any such net asset value
shall be applicable to all transactions in the capital stock
of the Corporation occurring before the close of  business on
that day and after the close of  business on the last
preceding day on which said Exchange was open for trading,
or in accordance with any controlling provisions of the
Investment Company Act of 1940, any rule or regulation
thereunder.

J.  The net asset value of each share of
the capital stock of the Corporation at any particular time
shall be the quotient obtained by dividing the value of the
net assets of the Corporation (i.e., the value of the assets
of the Corporation, less its liabilities exclusive of
capital and suplus) at such time by the total number of
shares (including fractional shares) outstanding at such
time, all determined and computed as follows:

    (1)  The value of any cash on hand or on
    deposit, bills and demand notes and accounts receivable,
    prepaid expenses, dividends receivable (from and after
    the ex-dividend date) and interest declared or accrued
    and not yet received shall be deemed to be the full
    amount thereof unless the board of directors shall have
    determined that any such deposit, bill, demand note or
    account receivable is not worth the full amount thereof,
    in which event such value shall be the fair value
    thereof as determined in good faith by the board of
    directors.

    (2)  Securities listed or commonly dealt
    in on the New York Stock Exchange or the American Stock
    Exchange shall be valued at the last sale prices on such
    Exchanges on the day on which such value is being
    computed (or, lacking any such sales, the last bid
    price), unless it appears to the board of directors that
    some other price reflects more closely the true market
    value, but in no case shall such other price be lower
    than the last bid price or higher than the last asked
    price at the time as of which the net asset value is
    being determined, all as reported by any means in common
    use; provided, however, that the board of directors may
    by resolution permit over-the-counter rather than stock
    exchange quotations to be used when they appear to the
    board of directors to reflect more closely the true
    market value of any particular security in the portfolio.

    (3)  Other securities as to which market
    quotations are readily available shall be valued in the
    same manner as securities listed or commonly dealt in on
    the New York or American Stock Exchanges.

    (4)  In the case of all other securities
    and assets, the value thereof shall be the fair value as
    determined in good faith by the board of directors (but
    no value shall be assigned to good will of the
    Corporation).


                          -8-
<PAGE>
                        ROLL 41 PAGE 803

    (5)  The liabilities of the Corporation
    shall be deemed to include all bills and accounts
    payable; all administrative expenses payable and/or
    accrued, including the estimated amount of any fees
    payable under an investment advisory agreement, all
    contractual obligations for the payment of money or
    property, including the amount of any unpaid dividends
    upon the shares of the Corporation, declared at or
    before the time as of which the net asset value is being
    determined; all reserves authorized or approved by the
    board of directors for taxes or contingencies, including
    such reserves, if any, for taxes based on any unrealized
    appreciation in the value of the assets of the
    Corporation; and all other liabilities of the
    Corporation of whatsoever kind and nature, except
    liabilities represented by outstanding shares and
    surplus of the Corporation.

    (6)  Securities purchased shall be
    included among the assets of the Corporation, and the
    cost thereof shall simultaneously be regarded as a
    liability, not later than the day following the date of
    purchase; and securities sold shall be excluded from
    such assets, and the amount receivable therefor shall
    simultaneously be included as an asset, not later than
    the day following the date of sale.

    (7)  Shares of the capital stock of the
    Corporation for which purchase orders have been accepted
    shall be considered as issued and outstanding as soon as
    the net asset value thereof can reasonably be
    ascertained pursuant to the provisions of this Article
    NINTH, and the amount receivable therefor shall
    simultaneously become an asset of  the Corporation.

    (8)  Shares of the capital stock of the
    Corporation delivered for redemption or repurchase shall
    be considered as no longer outstanding as soon as the
    net asset value thereof can reasonably be ascertained
    pursuant to the provisions of this Article NINTH, and
    the amount payable on such redemption or repurchase
    shall simultaneously become a liability of the Corporation.

    (9)  Notwithstanding the provisions of
    paragraphs (1) and (5) of this Section J, interest
    declared or accrued and not yet received, and and
    accrued expenses, may be omitted from any calculation of
    net asset value, in the discretion of the board of
    directors, if the net amount of all such interest and
    expenses is less than one percent of the net asset value
    per share.

K.  In the event that the New York Stock
Exchange shall be closed at any time because of then
existing financial conditions or for any other unusual or
extraordinary reason, the right of a holder of shares of the
capital stock of the Corporation to have his shares redeemed
by the


                        -9-
<PAGE>
                        ROLL 41 PAGE 804




   Corporation shall be suspended for a period from and
   including the day on which the action is taken for the
   closing of said Exchange and the day on which said
   Exchange is reopened. In accordance with the provisions
   of the Investment Company Act of 1940 and the rules and
   regulations promulgated thereunder by the Securities and
   Exchange Commission, the Corporation may also suspend
   such right of redemption (a) for any period during which
   trading on the New York Stock Exchange is restricted; (b)
   for any period during which an emergency exists as a
   result of which (i) disposal by the Corporation of
   securities owned by it is not reasonably practicable or
   (ii) it is not reasonably practicable for the Corporation
   fairly to determine the value of its net assets; or (c)
   for such other periods as the Commission may by order
   permit for the protection of shareholders of the
   Corporation.

   (L)  The Corporation may purchase in the
   open market or otherwise acquire from any owner or holder
   thereof any shares of its capital stock, in which case
   the consideration paid therefor (in cash or in securities
   in which the funds of the Corporation shall then be
   invested) shall not exceed the net asset value thereof
   determined or estimated in accordance with any method
   deemed proper by the board of directors and producing an
   amount approximately equal to the net asset value of said
   shares (determined in accordance with the provisions of
   this Article NINTH) at the time of the purchase or
   acquisition by the Corporation thereof.

          In respect of all powers, duties and authorities
       conferred by the preceding Sections J and K and this
       Section L, the Corporation may act by and through
       agents from time to time designated and appointed by
       the board of directors and the board of directors may
       delegate to any such agent any and all powers, duties
       and authorities conferred upon the Corporation or
       upon the board of directors by said Sections.


      TENTH:  The Corporation reserves the right
      to enter into, from time to time, investment advisory
      agreements providing for the management and
      supervision of the investments of the Corporation and
      the furnishing of advice to the Corporation with
      respect to the desirability of investing in,
      purchasing or selling securities or other property.
      Such agreement shall contain such other terms,
      provisions and conditions as the board of directors of
      the Corporation may deem advisable.



                            -10-
<PAGE>
                          ROLL 41 PAGE 805

     The Corporation may designate custodians, transfer
     agents, registrars and/or disbursing agents for the
     stock and assets of the Corporation and employ and fix
     the powers, rights, duties, responsibilities and
     compensation of each such custodian, transfer agent,
     registrar and/or disbursing agent.


     ELEVENTH:  The Corporation reserves the right
     from time to time to make any amendment of these
     Articles of Incorporation now or hereafter authorized
     by law, including any amendment which alters the
     contract rights as expressly set forth in these
     Articles of Incorporation of any outstanding stock. The
     Corporation may take or authorize such action upon the
     concurrence of a majority of the aggregate number of
     the votes entitled to be cast thereon.


     Dated May 22, 1968.
  

                        /S/ Albert O. Nicholas
                        ----------------------
			Albert O. Nicholas

                        /s/ Richard S. Strong
                        ---------------------
			Richard S. Strong

                        /s/ David E. Leichtfus
                        ----------------------
                        David E. Leichtfuss

				Incorporators
		-11-
<PAGE>
                        ROLL  41 PAGE 806


STATE OF WISCONSIN
                      ss.
COUNTY OF MILWAUKEE:


     I hereby certify that on   May 22             1968,
     before me, the subscriber, a Notary Public of the State
     of Wisconsin in and for the County of Milwaukee,
     personally appeared ALBERT 0. NICHOLAS, RICHARD S.
     STRONG and DAVID E. LEICHTFUSS, and severally
     acknowledged the foregoing Articles of Incorporation to
     be their act.

      WITNESS my hand and notarial seal this 22nd day of  May
      A. D. 1968.

                        
                                  /S/ Frank C. DeGuire
Corporate Seal                    --------------------
                                  Frank C. DeGuire
                      Notary Public, State of Wisconsin
                      My Commission is Permanent
                            -12-
<PAGE>





                     STATE OF MARYLAND

                  STATE DEPARTMENT OF ASSESSMENTS AND
                           TAXATION A 4671
                      301 WEST PRESTON STREET
                     BALTIMORE MARYLAND 21201



                 You are advised that the Articles of Amendment of

                           LAKESIDE CAPITAL FUND, INC.

                              changing its name to
                      
                           NICHOLAS  STRONG FUND, INC.


          have been received and approved by the STATE
          DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND
          this  10th day of July 1968, at 3:00 P.M. and will be recorded.

                STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND  
                                 

                                              By:___________________________

<PAGE>
ROLL  42  PAGE 547

                CERTIFICATE OF INCORPORATORS

              AMENDED ARTICLES OF INCORPORATION

                            of

                 LAKESIDE CAPITAL FUND, INC.
                 ---------------------------

             The undersigned, Incorporators of LAKESIDE
             CAPITAL FUND, INC., hereby certify that:

            1. There are no shares of said corporation
               entitled to vote either outstanding or
               subscribed for; and

            2. The first meeting of the board of directors
             of said corporation has not been held.

            Therefore, said Incorporators hereby adopt the
            attached Amended Articles of Incorporation.

            Dated: July 5, 1968.


                        /S/ Albert O. Nicholas
                        ----------------------
			Albert O. Nicholas

                        /s/ Richard S. Strong
                        ---------------------
			Richard S. Strong

                        /s/ David E. Leichtfus
                        ----------------------
                        David E. Leichtfuss


                                     
                        ROLL  42 PAGE 548

 <PAGE>

              AMENDED ARTICLES OF INCORPORATION

                             of

                 NICHOLAS STRONG FUND, INC.
                 --------------------------

       We, the undersigned natural persons of the age of
       twenty-one years or more, acting as Incorporators of
       a corporation under the General Laws of the State of
       Maryland authorizing the formation of corporations,
       adopt the following Articles of Incorporation for
       such corporation:

       FIRST:  The name of the corporation (which is
       hereinafter called the "Corporation") is NICHOLAS
       STRONG FUND, INC.

       SECOND:  The period of its existence is perpetual.

       THIRD:  The purpose or purposes for which
       the Corporation is organized are:

         A.  To engage in the business of a
         diversified open-end management investment company.
                                           
         B.  To purchase or otherwise acquire,
         hold for investment or otherwise, and to sell,
         exchange or otherwise dispose of securities, or
         rights or warrants to acquire securities, of any
         private or public company, corporation,
         association, trust or syndicate however organized.

                              ROLL  42 PAGE 549
<PAGE>
             C.  To purchase or otherwise acquire,
             hold for investment or otherwise, and to sell,
             exchange, or otherwise dispose of, securities
             issued or guaranteed by the United States of
             America, by any State of the United States Of
             America, by any political subdivision of any
             State, by any public instrumentality of a
             State, or by any person controlled or
             supervised by and acting as an instrumentality
             of the United States of America.

             D.  To deposit its funds from time to
             time in such checking account or accounts as
             may reasonably be required, and to deposit its
             funds at interest in any bank, savings bank or
             trust company in good standing organized under
             the laws of the United States of America or any
             State thereof, or of the District of Columbia.

             E.  To conduct research and
             investigations with respect to securities,
             organizations and business conditions in the
             United States and elsewhere; to secure
             information and advice pertaining to the
             investment and employment of the assets and
             funds of the Corporation and to pay
             compensation to others for the furnishing of
             any or all of the foregoing.

             F.  Subject to any restrictions
             contained in the Investment Company Act of
             1940, in applicable state securities or "blue
             sky" laws, or in any rules or regulations
             issued pursuant to any of the foregoing, to
             exercise in respect of all securities, property
             and assets owned by it all rights, powers and
             privileges which could be exercised by any
             natural person owning the same securities,
             property or assets.


                          -2-
<PAGE>
                        ROLL  42 PAGE 550

        G.  To acquire all or any part of the
        good will, property and business of any firm,
        person, association or corporation heretofore
        or hereafter engaged in any business similar to any business
	which it has power to conduct, and to hold, utilize, enjoy,
	and in any manner dispose of the whole or any part of the
	rights, property and business so acquired and to assume in
	connection therewith any liabilities of any such person,
	firm, association or corporation.

             H.  Without the vote or consent of the
             shareholders of the Corporation, to purchase,
             acquire, hold, dispose of, transfer and reissue
             or cancel shares of its own capital stock in
             any manner or to any extent. now or hereafter
             permitted by the laws of Maryland and by these
             Articles of Incorporation.

             I.  To carry out all or any part of the
             aforesaid objects and purposes and to conduct
             its business in all or any of its branches in
             any or all states, territories, districts and
             possessions of the United States of America and
             in foreign countries; and to maintain offices
             and agencies in any and all states,
             territories, districts and possessions of the
             United States of America and in foreign
             countries.

             The foregoing objects and purposes shall,
             except when otherwise expressed, be in no way
             limited or restricted by reference to or
             inference from the terms of any clause of this
             or any other Section of these Articles of
             Incorporation, or of any amendment thereto, and
             shall


                           -3-

                        ROLL  42  PAGE 551
<PAGE>
      each be regarded as independent and
      construed as powers as well as objects and purposes.

      The Corporation shall be authorized to exercise and
      enjoy all of the powers, rights and privileges granted
      to or conferred upon corporations of a similar
      character by the General Laws of the State of Maryland
      now or hereafter in force, and the enumeration of the
      foregoing powers shall not be deemed to exclude any
      powers, rights or privileges so granted or conferred.


     FOURTH:  The aggregate number of shares which
     the Corporation shall have authority to issue is Two
     Hundred Thousand (200, 000) consisting of one class
     only, designated as "Common Stock," of the par value
     of $1.00 per share and of the aggregate par value of
     Two Hundred Thousand Dollars (200,000).


     FIFTH:  Provisions limiting or denying to
     shareholders the preemptive right to acquire additional
     shares of the Corporation are:

     No holder of any of the shares of this Corporation
     shall, as such holder, have any pre-emptive or other
     right to purchase or subscribe for any shares which
     this Corporation may issue or sell other than such
     rights, if any, as the board of directors in its
     discretion may from time to time determine to offer to
     shareholders of this Corporation.


     STXTH:  The number of initial directors is
     three (3), and the names of the initial directors are:


                             -4-
<PAGE>
                ROLL 42 PAGE 552

                 Albert O. Nicholas

                 Richard S. Strong

                 Frank C. DeGuire

Thereafter, the number of directors shall be such number
(not less than three) as is fixed from time to time by the
By-Laws.
                                                
     SEVENTH:  The post office address of the
     principal office of the Corporation in this State is c/o
     The Corporation Trust Incorporated, First National Bank
     Building, Light and Redwood Streets, Baltimore,
     Maryland 21202. The name of the resident agent of the
     Corporation in this State is The Corporation Trust
     Incorporated, a corporation of this State, and the post
     office address of the resident agent is First National
     Bank Building, Light and Redwood Streets, Baltimore,
     Maryland 21202.


     EIGHTH:  The name and address of each incorporator is:

           Name				Address

     Albert 0. Nicholas			312 East Wisconsin Avenue
					Milwaukee, Wisconsin 53202

     Richard S. Strong			312 East Wisconsin Avenue
					Milwaukee, Wisconsin 53202

      David E. Leichtfuss		324 East Wisconsin Avenue
					Milwaukee, Wisconsin 53202

     NINTH:  The following provisions are hereby
     adopted for the purpose of defining, limiting and
     regulating the powers of the Corporation



                           -5-
<PAGE>
					ROLL  42 PAGE 553

and of the directors and shareholders:
    A.  The board of directors of the
    Corporation shall authorize an initial issuance of
    shares of the capital stock of the Corporation for such
    consideration not less than the aggregate par value of
    the shares included in the issuance as the board of
    directors shall determine. After such initial issuance,
    the board of directors may authorize the issuance (and
    reissuance) from time to time of shares of capital stock
    of any class, whether now or hereafter authorized, for
    such consideration, not less than the aggregate par
    value of the shares so issued, as said board of
    directors may deem advisable, provided that, except with
    respect to shares issued as a share dividend or
    distribution, such consideration shall be not less than
    the net asset value of such shares computed in
    accordance with this Article NINTH. That portion of the
    consideration received by the Corporation for shares
    issued (or reissued) which is equal to the aggregate par
    value of such shares shall be capital and any
    consideration received in excess of said aggregate par
    value shall be capital surplus. The board of directors
    may, in its sole and absolute discretion, reject in
    whole or in part orders for the purchase of shares of
    capital stock, and rnay, in addition, require such
    orders to be in such minimum amounts as it shall
    determine.

    B.  The holders of any fractional shares
    of the capital stock of the Corporation shall be
    entitled to the payment of dividends on such fractional
    shares, to receive the net asset value thereof upon
    redemption and to share in the assets of the Corporation
    upon liquidation, but no holder of a fractional share
    shall be entitled to receive a certificate representing
    any fractional share, nor shall any such holder have any
    voting rights with respect to any fractional share.
    Whenever a shareholder owns fractional shares
    aggregating a full share, he shall have all rights
    provided herein with respect to such full share and
    shall be entitled to receive a certificate representing
    such full share.

    C.  The board of directors shall have
    full power in accordance with good accounting practice:
    (a) to determine what receipts of the Corporation shall
    constitute income available for payment of dividends and
    what receipts shall constitute principal and to make
    such allocation of any particular receipt between
    principal and income as it may deem proper; and (b) from
    time to time, in its discretion (i) to determine whether
    any and all expenses and other outlays paid or incurred
    (including any and all taxes, assessments or
    governmental charges which the Corporation may be
    required to pay or hold under any present or future law
    of the United States of America or of any other taxing
    authority therein)

                             -6-
<PAGE>
                              Roll  42 PAGE 554

shall be charged to or paid from principal or income or
both; and (ii) to apportion any and all of said expenses and
outlays, including taxes, between principal and income.

D.  Each holder of record of stock of
this Corporation shall be entitled to one (1) vote for each
share thereof standing registered in his name on the books
of the Corporation. At all elections of directors of the
Corporation, each shareholder shall be entitled to vote the
shares owned of record by him for as many persons as there
are directors to be elected, but shall not be entitled to
exercise any right of cumulative voting.

E.  The board of directors shall have
power to determine from time to time whether and to what
extent and at what time and places and under what conditions
and regulations the books, accounts and documents of the
Corporation, or any of them, shall be open to the inspection
of shareholders, except as otherwise provided by statute or
by law; and except as so provided, no shareholder shall have
any right to inspect any book, account or document of the
Corporation unless authorized to do so by resolution of the
board of directors.

F.  When the total assets of the
Corporation shall for the first time have amounted to $100,000, 
or more, a fact which shall be conclusively evidenced
by a resolution of the board of directors of the Corporation
specifying the date and time when such total assets first
amounted to $100, 000, or more, each holder of shares of the
capital stock of the Corporation shall be entitled at any
time thereafter to require the Corporation to redeem all or
any part of the shares standing in the name of such holder
on the books of the Corporation at the net asset value of
such shares as determined in accordance with the provisions
of this Article NINTH, subject to the provisions of
Section K of this Article.

G.  The net asset value to which a
holder of shares of capital stock of the Corporation shall
be entitled upon redemption of shares held by him is the net
asset value applicable at the time when certificates
representing said shares, duly endorsed or accompanied by
proper instruments of assignment, with proper stock transfer
stamps affixed, if required, and accompanied by irrevocable
instructions in writing in form acceptable to the board of
directors to redeem the stock represented by such
certificates, shall have been received by the Corporation as
such place as the board of directors may from time to time
designate.

H.  The time of payment for shares
redeemed shall be within seven (7) days after certificates
representing the shares to be redeemed have been received by
the Corporation in accordance with Section G of this Article
NINTH.

                             -7-
<PAGE>
                        ROLL  42 PAGE 555



I.  The net asset value of each share of
the Corporation shall be determined as of the close of
trading on the New York Stock Exchange each day that said
Exchange is open for trading and any such net asset value
shall be applicable to all transactions in the capital stock
of the Corporation occurring at or before the close of
business on that day and after the close of business on the
last preceding day on which said Exchange was open for
trading, subject to adjustment for declared dividends or
distributions, or in accordance with any controlling
provisions of the Investment Company Act of 1940 or any rule
or regulation thereunder.

J.  The net asset value of each share of
the capital stock of the Corporation at any particular time
shall be the quotient obtained by dividing the value of the
net assets of the Corporation (i.e., the value of the assets
of.the Corporation, less its liabilities exclusive of
capital and surplus) at such time by the total number of
shares (including fractional shares) outstanding at such
time, all determined and computed as follows:

    (1)  The value of any cash on hand or on
    deposit, bills and demand notes and accounts receivable,
    prepaid expenses, dividends receivable (from and after
    the ex-dividend date) and interest declared or accrued
    and not yet received shall be deemed to be the full
    amount thereof unless the board of directors shall have
    determined that any such deposit, bill, demand note or
    account receivable is not worth the full amount thereof,
    in which event such value shall be the fair value
    thereof as determined in good faith by the board of
    directors.

    (2)  Securities listed or commonly dealt
    in on the New York Stock Exchange or the American Stock
    Exchange shall be valued at the last sale prices on such
    Exchanges on the day on which such value is being
    computed (or, lacking any such sales, the last bid
    price), unless it appears to the board of directors that
    some other price reflects more closely the true market
    value, but in no case shall such other price be lower
    than the last bid price or higher than the last asked
    price at the time as of which the net asset value is
    being determined, all as reported by any means in common
    use; provided, however, that the board of directors may
    be resolution permit over-the-counter rather than stock
    exchange quotations to be used when they appear to the
    board of directors to reflect more closely the true
    market value of any particular security in the portfolio.

    (3)  Other securities as to which market
    quotations are readily available shall be valued in the
    same manner as securities listed or commonly dealt in on
    the New York or American Stock Exchanges.

    (4)  In the case of all other securities
    and assets, the value thereof shall be the fair value as
    determined in good faith by the board of directors (but
    no value shall be assigned to good will of the
    Corporation).

                             -8-
<PAGE>
                        ROLL  42 PAGE 556


    (5)  The liabilities or the Corporation
    shall be deemed to include all bills and accounts
    payable; all administrative expenses payable and/or
    accrued, including the estimated amount of any fees
    payable under an investment advisory agreement, all
    contractual obligations for the payment of money or
    property, including the amount of any unpaid dividends
    upon the shares of the Corporation, declared at or
    before the time as of which the net asset value is being
    determined; all reserves authorized or approved by the
    board of directors for taxes or contingencies, including
    such reserves, if any, for taxes based on any unrealized
    appreciation in the value of the assets of the
    Corporation; and all other liabilities of the
    Corporation of whatsoever kind and nature, except
    liabilities represented by outstanding shares and
    surplus of the Corporation.

    (6)  Securities purchased shall be
    included among the assets of the Corporation, and the
    cost thereof shall simultaneously be regarded as a
    liability, not later than the day following the date of
    purchase; and securities sold shall be excluded from
    such assets, and the amount receivable therefor shall
    simultaneously be included as an asset, not later than
    the day following the date of sale.

    (7)  Shares of the capital stock of the
    Corporation for which purchase orders have been accepted
    shall be considered as issued and outstanding as soon as
    the net asset value thereof can reasonably be
    ascertained pursuant to the provisions of this Article
    NINTH, and the amount receivable therefor shall
    simultaneously become an asset of the Corporation.

    (8)  Shares of the capital stock of the
    Corporation delivered for redemption or repurchase shall
    be considered as no longer outstanding as soon as the
    net asset value thereof can reasonably be ascertained
    pursuant to the provisions of this Article NINTH, and
    the amount payable on such redemption or repurchase
    shall simultaneously become a liability of the
    Corporation.

   (9)  Notwithstanding the provisions of
   paragraphs (1) and (5) of this Section J, interest
   declared or accrued and not yet received, and and accrued
   expenses, may be omitted from any calculation of net
   asset value, in the discretion of the board of directors,
   if the net amount of all such interest and expenses is
   less than one percent of the net asset value per share.

K.  In the event that the New York Stock
Exchange shall be closed at any time because of then
existing financial conditions or for any other unusual or
extraordinary reason, the right of a holder of shares of the
capital stock of the Corporation to have his shares redeemed
by the


                        -9-
<PAGE>
                        ROLL  42 PAGE 557



   Corporation shall be suspended for a period from and
   including the day on which the action is taken for the
   closing of said Exchange and the day on which said
   Exchange is reopened. In accordance with the provisions
   of the Investment Company Act of 1940 and the rules and
   regulations promulgated thereunder by the Securities and
   Exchange Commission, the Corporation may also suspend
   such right of redemption (a) for any period during which
   trading on the New York Stock Exchange is restricted; (b)
   for any period during which an emergency exists as a
   result of which (i) disposal by the Corporation of
   securities owned by it is not reasonably practicable or
   (ii) it is not reasonably practicable for the Corporation
   fairly to determine the value of its net assets; or (c)
   for such other periods as the Commission may by order
   permit for the protection of shareholders of the
   Corporation.

   (L)  The Corporation may purchase in the
   open market or otherwise acquire from any owner or holder
   thereof any shares of its capital stock, in which case
   the consideration paid therefor (in cash or in securities
   in which the funds of the Corporation shall then be
   invested) shall not exceed the net asset value thereof
   determined or estimated in accordance with any method
   deemed proper by the board of directors and producing an
   amount approximately equal to the net asset value of said
   shares (determined in accordance with the provisions of
   this Article NINTH) at the time of the purchase or
   acquisition by the Corporation thereof.

         In respect of all powers, duties and authorities
         conferred by the preceding Sections J and K and this
         Section L, the Corporation may act by and through
         agents from time to time designated and appointed by
         the board of directors and the board of directors
         may delegate to any such agent any and all powers,
         duties and authorities conferred upon the
         Corporation or upon the board of directors by said
         Sections.


      TENTH:  The Corporation reserves the right
      to enter into, from time to time, investment advisory
      agreements providing for the management and
      supervision of the investments of the Corporation and
      the furnishing of advice to the Corporation with
      respect to the desirability of investing in,
      purchasing or selling securities or other property.
      Such agreement shall contain such other terms,
      provisions and conditions as the board of directors of
      the Corporation may deem advisable.



                            -10-
<PAGE>
                        ROLL  42 PAGE 558


       The Corporation may designate custodians, transfer
       agents, registrars and/or disbursing agents for the
       stock and assets of the Corporation and employ and
       fix the powers, rights, duties, responsibilities and
       compensation of each such custodian1 transfer agent,
       registrar and/or disbursing agent.

      ELEVENTH:  The Corporation reserves the right
      from time to time to make any amendment of these
      Articles of Incorporation now or hereafter authorized
      by law, including any amendment which alters the
      contract rights as expressly set forth in these
      Articles of Incorporation of any outstanding stock.
      The Corporation may take or authorize such action upon
      the concurrence of a majority of the aggregate number
      or the votes entitled to be cast thereon.

      Dated:  July 5, 1968.


                        /S/ Albert O. Nicholas
                        ----------------------
			Albert O. Nicholas

                        /s/ Richard S. Strong
                        ---------------------
			Richard S. Strong

                        /s/ David E. Leichtfus
                        ----------------------
                        David E. Leichtfuss

      
                                             Incorporators





                        -11-
<PAGE>
                        ROLL  42 PAGE 559




   STATE OF WISCONSIN
                        ss.
   COUNTY OF MILWAUKEE:


         I hereby certify that on July 5, 1968, before me,
         the subscriber, a Notary Public of the State of
         Wisconsin in and for the County of Milwaukee,
         personally appeared ALBERT 0. NICHOLAS, 
         RICHARD  S. STRONG and DAVID E. LEICHTFUSS,
         and severally acknowledged the foregoing Articles
         of Incorporation to be their act.

          WITNESS my hand and notarial seal this 5th day of
          July, A. D. 1968.
                                  /S/ Frank C. DeGuire
                                  --------------------------
                                    Frank C. DeGuire
                            Notary Public, State of Wisconsin 
                               My Commission is Permanent
                            -12-
<PAGE>                                     

Roll 43 Page 1312
		ARTICLES  OF AMENDMENT
                         OF
		NICHOLAS STRONG FUND, INC.


    Albert 0. Nicholas, President and Richard S. Strong,
    Secretary of Nicholas Strong Fund, Inc., do hereby
    certify that the following Articles of Amendment were
    adopted by Nicholas Strong Fund, Inc. on August 29th, 1968:

    1.   The Amendment adopted is as follows:

    RESOLVED: that paragraph A of Article Third of the
    Amended Articles of Incorporation of Nicholas Strong
    Fund, Inc., is hereby amended to read as follows:

    A.   To engage in the business of either a non-
    diversified or a diversified open-end management
    investment company."

    2.   The Amendment has been approved by all of the Board
    of Directors.

    3.   At the time of the adoption of said Amendment there
    were no shares of stock entitled to vote thereon.

    IN WITNESS WHEREOF, we have executed these Articles of
    Amendment in the name of and on behalf of Nicholas
    Strong Fund, Inc. and have caused the corporate seal of
    the corporation to be affixed this 29th day of August, 1968.

                                /s/ Albert O. Nicholas
                                ----------------------------
                                Albert 0. Nicholas, President
Attest:
/s/ Richard S. Strong
---------------------
Richard S. Strong, Secretary

Corporate Seal

					 ROLL 43 PAGE 1313



STATE OF WISCONSIN )
                   ) ss.
MILWAUKEE COUNTY   )




       I hereby certify that on the 30 day of August, 1968,
       before me the subscriber, a Notary Public of the
       State of Wisconsin in and for Milwaukee County,
       personally appeared, Albert 0. Nicholas to me known
       to be the President of Nicholas Strong Fund, Inc.,
       and acknowledged that he had signed the foregoing
       Articles of Amendment in the name of and on behalf of
       Nicholas Strong Fund, Inc., as President of said
       Nicholas Strong Fund, Inc.

       Witness my hand and Notary Seal, this 30th day of
       August, 1968.
                                        /s/ John G. Vergeront
                                        ---------------------
					John G Vergeront

                                          ROLL  43 PAGE 1314
<PAGE>
                        CERTIFICATION


STATE OF WISCONSIN )
                   ) ss.
MILWAUKEE COUNTY  )  


       I do hereby certify that I am Secretary of Nicholas
       Strong Fund, Inc., that the Amendment set forth in
       the above Articles of Amendment was adopted by
       unanimous consent of the Board of Directors of
       Nicholas Strong Fund, Inc. on August 29, 1968,
       pursuant to Section 58 of the Maryland General
       Corporation Law.



                          /S/ Richard S. Strong
                          ---------------------
                          Richard S. Strong


Subscribed and sworn to before
me this 30 day of  August 1968.
/s/
---------------------------------
Notary Public, State of Wisconsin

My commission: is permanent.
<PAGE>
Roll 48 PAGE 1584
		ARTICLES  OF AMENDMENT 
			        OF
                 NICHOLAS STRONG FUND, INC.


          Albert 0. Nicholas, President, and Richard S.
          Strong, Secretary of Nicholas Strong Fund, Inc.,
          do hereby certify that the following Articles of
          Amendment were adopted by Nicholas Strong Fund,
          Inc. on March 31, 1969:

          The amendments adopted are as follows:

          1.   RESOLVED,  that paragraph A of Article Third
          of the Articles of Incorporation of Nicholas
          Strong Fund, Inc. is hereby amended to read as
          follows:

               "A.   To engage in the business of a
               diversified, open-end management investment
               company, provided that the corporation shall
               not be required to dispose of any securities
               owned at the date of the adoption of this
               amendment by stockholders, in order to meet
               the tests of a diversified investment company
               under the Investment Company Act of 1940."

          2.   RESOLVED,  that the Articles of Incorporation
          of the corporation be amended by adding thereto a
          new Article Twelfth, to read as follows:

               "TWELFTH:   In the event of the dissolution
               of the corporation and in the event there are
               assets available for distribution to the
               stockholders, the trustees or receivers may
               make distributions of assets in cash or in
               kind or partly in cash and partly in kind,
               and it shall not be necessary for the
               trustees or receivers to give each
               stockholder a pro rata share of each asset,
               but the trustees or receivers may allocate
               certain assets to certain stockholders and
               certain assets to other stockholders, so long
               as there shall be distributed to each
               stockholder his pro rata share in market
               value of the assets of the corporation."
<PAGE>
     ROLL 48 PAGE 1585


          The amendments have been duly advised by all of
          the Board of Directors and approved unanimously by
          the stockholders.


          IN WITNESS WHEREOF,  we have executed these
          Articles of Amendment in the name of and on behalf
          of Nicholas Strong Fund, Inc. and have caused the
          corporate seal of the corporation to be affixed
          this 31 day of March, 1969.



                                /s/ Albert O. Nicholas
                                ----------------------
                                Albert O. Nicholas, President




   ATTEST:

     /s/ Richard S. Strong
     --------------------------
     Richard S. Strong,  Secretary


   (Corporate Seal)





   			  - 2-
<PAGE>
   			  ROLL 48 PAGE 1586





                        CERTIFICATION



     STATE OF WISCONSIN )
      			            )  ss. 
     MILWAUKEE COUNTY  )



            I do hereby certify that I am Secretary of
            Nicholas Strong Fund, Inc., and that the
            Amendments set forth in the above Articles of
            Amendment were adopted by unanimous Consents of
            the Board of Directors and the stockholders of
            Nicholas Strong Fund, Inc. on  March 28 & 31, 1969, and
            pursuant to Sections 47 and 58 of the Maryland
            General Corporation Law.





                                   /s/ Richard S. Strong
                                   ---------------------
                                   Richard S. Strong



     Subscribed and sworn to before me 
     this 31 day of  March, 1969.

     Notary Public, State of Wisconsin
     My Commission: Lifetime





                             -3-
<PAGE>
			     ROLL 48 PAGE 1587



STATE OF WISCONSIN )
                   ) ss.
MILWAUKEE COUNTY  )



        I hereby certify that on the  31  day of  March,
1969, before me the subscriber, a Notary Public of the State
of Wisconsin in and for Milwaukee County, personally appeared
Albert O. Nicholas to me known to be the President of
Nicholas Strong Fund, Inc., and acknowledged that he had signed the
foregoing Articles of Amendment in the name of and on behalf of
Nicholas Strong Fund, Inc., as President of said Nicholas
Strong Fund, Inc.


         Witness my hand and Notary Seal this 31 day of  March,
1969.



                                       /S/______________________

                             -4-
<PAGE>
ROLL 55 PAGE 303
               ARTICLES OF AMENDMENT

                        OF

             NICHOLAS STRONG FUND,  INC.



        Albert 0. Nicholas, President, and Richard S. Strong, Secretary
 of Nicholas Strong Fund, Inc., do hereby certify that the following Articles
of Amendment were adopted by Nicholas Strong Fund, Inc. on November 21,
1969:

                    1.   The amendment adopted is as
                         follows:

                         RESOLVED, that Article Fourth of
                         the Articles of Incorporation of
                         Nicholas Strong Fund, Inc. is
                         hereby amended to read as follows:


                         "FOURTH:  The aggregate number of
                         shares which this Corporation shall
                         have authority to issue is Five
                         Million (5, 000, 000), consisting
                         of one class only, designated as
                         "Common Stock" of the par value of
                         One ($1.00) Dollar per share and of
                         the aggregate par value of Five
                         Million ($5, 000, 000.00) Dollars."

                    2.   The amendment has been duly advised
                         by the Board of  Directors and approved by the
                         shareholders.

                    3.   The total number of shares of all
                         classes of stock heretofore
                         authorized was Two Hundred Thousand
                         (200,000) shares of common stock,
                         $1.00 par value, with an aggregate
                         par value of Two Hundred Thousand
                         ($200,000.00) Dollars.
           
                    4.   The total number of shares of all
                    classes of stock is Five Million
                    (5,000,000) shares, of common stock,
                    $1.00 par value, with an aggregate par
                    value of Five Million ($5, 000, 000.00)
                    Dollars.
<PAGE>
     ROLL 55 PAGE 304

                 5.   The total number of shares issued and
                 outstanding and entitled to vote on said
                 amendment was  77, 973  shares of common
                 stock.  The total number of shares voting
                 in favor of the amendment was  61,003
                 shares of common stock.  The total
	     number of shares voting against the amendment was
          	     3,432.
                  IN WITNESS WHEREOF,  we have executed
                  these Articles of Amendment in the name of
                  and on behalf of Nicholas Strong Fund,
                  Inc. and have caused the corporate seal of
                  the corporation to be affixed this 21st
                  day of November, 1969.


                                       NICHOLAS STRONG FUND,  INC.

                                      /S/ Albert O. Nicholas
                                      -----------------------------
                                      Albert 0. Nicholas , President


Corporate Seal
			   ATTEST:


                                      /s/ Richard S. Strong
                                      ----------------------------
                                      Richard S. Strong, Secretary






			-2-
<PAGE>
   ROLL 55 PAGE  305

     STATE OF WISCONSIN )
                        ) ss
      MILWAUKEE COUNTY ) 

                  I hereby certify that on the 21st day of
                  November, 1969, before me, the subscriber,
                  a notary public of the State of Wisconsin,
                  in and for Milwaukee County, personally
                  appeared Albert 0. Nicholas, to me known
                  to be the President of Nicholas Strong
                  Fund, Inc. and acknowledged that he had
                  signed the foregoing Articles of Amendment
                  in the name of and on behalf of Nicholas
                  Strong Fund, Inc. as President of said
                  Nicholas Strong Fund, Inc.

                   Witness my hand and notary seal this 21st
                   day of November, 1969.


                              /S/_________________________


      


                             -3-
<PAGE>
     ROLL 55 PAGE  306



                                 CERTIFICATION


STATE OF WISCONSIN )
                  )  SS.
MILWAUKEE COUNTY )


                  I do hereby certify that I am Secretary of
                  Nicholas Strong Fund, Inc. and that the
                  amendment set forth in the above Articles
                  of Amendment was adopted by unanimous
                  consent of the Board of Directors and by a
                  vote of  61,003 shares of the common stock of Nicholas
                  Strong Fund, Inc. out of a total of  77, 973 shares of
                  such common stock issued and outstanding and
                  entitled to vote on the record date set for said
                  meeting, October 20, 1969.






                                        /s/ Richard S. Strong
                                        ---------------------
                                        Richard S. Strong



Subscribed and sworn to before me 
this 21 day of November, 1969

/s/______________________
Notary Public, State of Wisconsin
My commission expires: Lifetime                                  

                             -4-
<PAGE>
                    ARTICLES OF AMENDMENT
                              OF
                 NICHOLAS STRONG FUND, INC.



     Albert 0. Nicholas, President, and Richard S. Strong,
     Secretary of Nicholas Strong Fund, Inc., do hereby
     certify that the following Articles of Amendment were
     adopted by Nicholas Strong Fund, Inc. on May 5, 1972:

     1.   The amendment adopted is as follows:

          RESOLVED, that Article Fourth of the Articles of
          Incorporation of Nicholas Strong Fund, Inc. is
          hereby amended to read as follows:

          "FOURTH:  The aggregate number of shares which
          this Corporation shall have authority to issue is
          Two Hundred Million (200,000,000) , consisting of
          one class only, designated as "Common Stock" of
          the par value of One ($1.00) Dollar per share and
          of the aggregate par value of Two Hundred
          Million ($200,000,000.00) Dollars."

     2.   The amendment has been duly advised by the Board
     of Directors and approved by the shareholders.

     3.   The total number of shares of all classes of stock
     heretofore authorized was Five Million (5,000,000)
     shares of common stock, $1.00 par value, with an
     aggregare par value of Five Million ($5,000,000.00)
     Dollars.

     4.   The total number of shares of all classes of stock
     as increased hereby is Two Hundred Million (200,000,000
     shares, of common stock, $1.00 par value, with an
     aggregate par value of Two Hundred Million
     ($200,000,000.00) Dollars.
<PAGE>
     5.   The total number of shares issued and outstanding
     and entitled to vote on said amendment was 3,957,196
     shares of common stock.  The total number of shares
     voting in favor of the amendment was 2,142,045 shares
     of common stock.  The total number of shares voting
     against the amendment was 488,398.

     IN WITNESS WHEREOF, we have executed these Articles of
     Amendment in the name of and on behalf of Nicholas
     Strong Fund, Inc. and have caused the corporate seal of
     the corporation to be affixed this 5th day of May, 1972.



    		             NICHOLAS STRONG FUND, INC.  

    (Corporate Seal)           /S/ Albert O. Nicholas
                               ----------------------------- 
                               Albert O. Nicholas, President
																									    


                                     ATTEST:


                                /s/ Richard S. Strong
                                ----------------------------
                                Richard S. Strong, Secretary  
<PAGE>
STATE OF WISCONSIN )
                  )  ss
MILWAUKEE COUNTY  )                              


     I hereby certify that on the 5th day of May, 1972,
     before me, the subscriber, a notary public of the State
     of Wisconsin, in and for Milwaukee County, personally
     appeared Albert 0. Nicholas, to me known to be the
     President of Nicholas Strong Fund, Inc. and
     acknowledged that he had signed the foregoing Articles
     of Amendment in the name of and on behalf of Nicholas
     Strong Fund, Inc. as President of said Nicholas Strong
     Fund, Inc.

     Witness my hand and notary seal this 5th day of May, 1972.

                                         /S/_____________________

                         CERTIFICATION

<PAGE>

STATE OF WISCONSIN )
                  ) ss
MILWAUKEE COUNTY )


     I do hereby certify that I am Secretary of Nicholas
     Strong Fund, Inc. and that the amendment set forth in
     the above Articles of Amendment was unanimously adopted
     by the Board of Directors at a meeting duly called and
     held on March 24, 1972 and by a vote of  2,142,045
     shares of the common stock of Nicholas Strong Fund,
     Inc. out of a total of  3,957,196 shares of such common
     stock issued and outstanding and entitled to vote on
     April 13, 1972, being the record date set for a Special
     Meeting held May 5, 1972.



                               /S/ Richard S. Strong
                               ---------------------
                               Richard S. Strong



Subscribed and sworn to before me
this 5th day of May, 1972.
/s/___________________________
Notary  Public, State of Wisconsin
My commission expires: lifetime                             

<PAGE>
                         [State Seal]

                      STATE OF MARYLAND


        STATE DEPARTMENT OF ASSESSMENTS AND TAXATION

                   301 WEST PRESTON STREET

                      BALTIMORE 21201






   THIS IS TO CERTIFY THAT the within instrument is a true copy of the 

                   ARTICLES OF AMENDMENT

                           OF

                 NICHOLAS STRONG FUND, INC.






as approved and received for record by the State Department
of Assessments and Taxation of Maryland,   May 11, 1972
 at 8:30  o'clock A.M.

   AS WITNESS my hand and official seal of the said
   Department at Baltimore this 19th day of June, 1972.



                                  /S/ Richard H. Keller
                                  --------------------------
                                  RICHARD H. KELLER,
                                  SUPERVISOR-CHARTER DIVISION

<PAGE>

                               STATE OF MARYLAND
                  STATE DEPARTMENT OF ASSESSMENTS AND TAXATION
                           301 WEST PRESTON STREET                             
                          BALTIMORE,  MARYLAND 21201






       You are advised that the  ARTICLES OF AMENDMENT

				OF
   
                        NICHOLAS STRONG FUND, INC.




          have been received and approved by the STATE
          DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND
          this  11th day of May, 1972, at 8:30 A.M. and will be recorded.

                                 STATE DEPARTMENT OF ASSESSMENTS AND TAXATION 
                                 OF MARYLAND


                                  /s/__________________


<PAGE>


ROLL 97 PAGE 1183



                   ARTICLES OF AMENDMENT

                            OF

                 NICHOLAS STRONG FUND, INC.



     Albert 0. Nicholas, President, and Thomas J. Saeger,
     Secretary of Nicholas Strong Fund, Inc., do hereby
     certify that the following Articles of Amendment were
     adopted by Nicholas Strong Fund, Inc. on June 5, 1974:

     1.   The Amendment adopted is as follows:

               RESOLVED, that the Article First of the
               Articles of Incorporation be and the same is
               hereby amended to read as follows:

               "First.   The name of the Corporation (which
               is hereinafter called the 'Corporation') is
               NICHOLAS FUND, INC."

     2.   The Amendment has been duly advised by the Board
          of Directors and approved by the Shareholders.

     3.   The total number of shares issued and outstanding
          and entitled to vote on said Amendment was
          3,268,045 shares of common stock.  The total
          number of shares voting in favor of the Amendment
          was 1,986,632 shares of common stock.  The total
          number of shares voting against the Amendment was
          42,157 shares of common stock.  Article Eleventh
          of the Articles of Incorporation authorize
          Amendments thereto with the approval of a majority
          of the aggregate number of shares entitled to
          vote.
<PAGE>
ROLL 97 PAGE 1184

          IN WITNESS WHEREOF, we have executed these
          Articles of Amendment in the name of and on behalf
          of Nicholas Strong Fund, Inc. and have caused the
          corporate seal of the corporation to be affixed
          this 5th day of July, 1974.

                                  NICHOLAS STRONG FUND, INC. 
               
                        /S/ Albert O. Nicholas
                        ----------------------------
                        Albert O. Nicholas, President
		
			ATTEST:

                        /s/ Thomas J. Saeger
                        ------------------------------
                        Thomas J. Saeger, Secretary

Corporate Seal

<PAGE>
ROLL 97 PAGE 1185


State of Wisconsin )
                  )  SS
Milwaukee County )



     I hereby certify that on the 5th day of July, 1974
     before me the subscriber, a Notary Public of the State
     of Wisconsin, personally appeared Albert 0. Nicholas,
     to me known to be the President of Nicholas Strong
     Fund, Inc. and acknowledges that he had signed the
     foregoing Articles of Amendment in the name of and on
     behalf of Nicholas Strong Fund, Inc. as President of
     said Nicholas Strong Fund, Inc.

     Witness my hand and Notary seal the 5th day of July,
     1974.
                                /S/_______________________

<PAGE>
ROLL 97 PAGE 1186

     State of Wisconsin )
                       ) ss
     Milwaukee County )



          I do hereby certify I am the Secretary of Nicholas
          Strong Fund, Inc. and that the Amendment set forth
          in the above Articles of Amendment was unanimously
          adopted by the Board of Directors at a meeting
          duly called and held on April 1, 1974, and by a vote
          of 1,986,632 shares of such common stock issued
          and outstanding and entitled to vote on April 26, 1974,
          being the record date set for the annual meeting of
          shareholders held June 5, 1974.



                                   /s/ Thomas J. Saeger
                                   --------------------------
                                   Thomas J. Saeger, Secretary

<PAGE>

          Subscribed and sworn to before me
          this 5th day of July, 1974.


          /s/________________________

          Notary Public,
          State of Wisconsin
          My Cornmission is permanent

Notary Seal
<PAGE>                                                        A 86208

	    MARYLAND
                State Department of Assessments and Taxation
 				 William L Shoemaker Director




                         301 WEST PRESTON STREET
                       BALTIMORE, MARYLAND   21201



YOU ARE ADVISED THAT THE   ARTICLES OF AMENDMENT

                                  OF

                          NICHOLAS FUND, INC.

                   


HAVE BEEN RECEIVED AND APPROVED BY THE STATE DEPARTMENT OF ASSESSMENTS
AND TAXATION THIS 15th DAY OF JUNE, 1979 at 8:30 a.m. AND WILL BE RECORDED.

  STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND



BY: /S/______________________________________





      


  301 West Preston Street, Baltimore. Maryland 21201 / Phone

<PAGE>
                        ARTICLES OF AMENDMENT

                                  OF

                        NICHOLAS FUND, INC.


     Albert 0. Nicholas, President, and Thomas J. Saeger,
     Secretary of Nicholas Fund, Inc., do hereby certify
     that the following Articles of Amendment were adopted
     by Nicholas Fund, Inc. on June 6, 1979:

     1.   The amendment adopted is as follows:

          RESOLVED, that Article Fourth of the Articles of
          Incorporation of Nicholas Fund, Inc. is hereby
          amended to read as follows:

          "FOURTH:  The aggregate number of shares which
          this Corporation shall have authority to issue is
          Two Hundred Million (200,000,000), consisting of
          one class only, designated as "Common Stock" of
          the par value of One-half ($.50) Dollar per share
          and of the aggregate par value of  One Hundred
          Million ($100,000,000.00) Dollars."

     2.   The amendment has been duly advised by the Board
     of Directors and approved by the shareholders.

     3.   The amendment does not result in a reduction of
     stated capital because in connection with the amendment
     one additional share of common stock of the Corporation
     is to be issued for each share outstanding prior to the
     amendment.  The stated capital therefore remains
     constant.
<PAGE>
     4.   The total number of shares issued and outstanding
     and entitled to vote on said amendment was 1,810,716
     shares of common stock.  The total number of shares
     voting in favor of the amendment was 1,179,530 shares of common stock.  The
     total number of shares voting against the amendment was 41,647.
	
     IN WITNESS WHEREOF, we have executed these Articles of
     Amendment in the name of and on behalf of Nicholas
     Fund, Inc. aud have caused the corporate seal of the
     corporation to be affixed this 7th day of June, 1979.

			 NICHOLAS FUND, INC.

(Corporate Seal)        /S/ Albert O. Nicholas
                        -----------------------------        
			Albert O. Nicholas, President
 
                           	ATTEST:



                        /s/ Thomas J. Saeger
                        --------------------------
 			Thomas J. Saeger, Secretary


<PAGE>

                             -2-




State of Wisconsin )
                 )  SS                       
Milwaukee County)                              


     I hereby certify that on the 7th day of June, 1979
     before me the subscriber, a Notary Public of the State
     of Wisconsin, personally appeared Albert 0. Nicholas,
     to rne known to be the President of Nicholas Fund, Inc.
     and acknowledged that he had signed the foregoing
     Articles of Amendment in the name of and on behalf of
     Nicholas Fund, Inc. as President of said Nicholas Fund,
     Inc.

     Witness my hand and Notary seal the 7th day of June, 1979.
                                /S/______________________

                        VERIFICATION

State of Wisconsin   )
                   )   ss
Milwaukee County  )


     I do hereby certify I am the Secretary of Nicholas Fund,
     Inc. and that the Amendment set forth in the above
     Articles of Amendment was unanimously recommended by
     the Board of Directors at a meeting duly called and
     held on March 27, 1979, and approved on June 6, 1979 by
     a vote of 1,179,530 shares of such common stock issued
     and outstanding and entitled to vote on April 18, 1979,
     being the record date set for the annual meeting of
     shareholders held June 6, 1979.



                              Thomas J. Saeger
                              ___________________________
                              Thomas J. Saeger, Secretary




Subscirbed and sworn to before me
this 7th day of June, 1979.

/s/_________________
Notary Public, State of Wisconsin
My Cornmission is permanent

<PAGE>
 ROLL 140 PAGE 1448


                    ARTICLES OF AMENDMENT

                              OF

                     NICHOLAS FUND, INC.



     Albert O. Nicholas, President, and Thomas J. Saeger,
     Secretary of Nicholas Fund, Inc., do hereby certify
     that the following Articles of Amendment were adopted
     by Nicholas Fund, Inc. on June 6, 1979:

     1.   The amendment adopted is as follows:

          RESOLVED, that Article Fourth of the Articles of
          Incorporation of Nicholas Fund, Inc. is hereby
          amended to read as follows:

          "FOURTH:  The aggregate number of shares which
          this Corporation shall have authority to issue is
          Two Hundred Million (200,000,000), consisting of
          one class only, designated as 'Common Stock' of
          the par value of One-half ($.50) Dollar per share
          and of the aggregate par value of One Hundred
          Million ($100,000,000.00) Dollars."

     2.   The amendment has been duly advised by the Board
     of Directors and approved by the shareholders.

     3.   The amendment does not result in a reduction of
     stated capital because in connection with the amendment
     one additional share of common stock of the Corporation
     is to be issued for each share outstanding prior to the
     amendment.  The stated capital therefore remains
     constant.

     4.   The total number of shares issued and outstanding
     and entitled to vote on said amendment was 1,810,716
     shares of common stock.  The total number of shares
     voting in favor of the
<PAGE>

  ROLL 140 PAGE 1449


     amendment was 1,179,530 shares of common stock.  The
     total number of shares voting against the amendment was
     41,647.

          IN WITNESS WHEREOF, we have executed these
          Articles of Amendment in the name of and on behalf
          of Nicholas Fund, Inc. and have caused the
          corporate seal of the corporation to be affixed
          this 7th day of June, 1979.

    			NICHOLAS FUND, INC.
                        Albert O. Nicholas
                        ____________________________
    			Albert O. Nicholas, President
Corporate Seal
  		            ATTEST:

                        Thomas J. Saeger
                        __________________________
     			Thomas J. Saeger, Secretary


                             -2-
<PAGE>
ROLL 140 PAGE 145O


State of Wisconsin   )
                    )SS
Milwaukee County  )



     I hereby certify that on the 7th day of June, 1979
     before me the subscriber, a Notary Public of the State
     of Wisconsin, personally appeared Albert 0. Nicholas,
     to me known to be the President of Nicholas Fund, Inc.
     and acknowledged that he had signed the foregoing
     Articles of Amendment in the name of and on behalf of
     Nicholas Fund, Inc. as President of said Nicholas Fund,
     Inc.

     Witness my hand and Notary seal the 7th day of June,
     1979.


                                /S/_______________________


<PAGE>
 ROLL 140 PAGE 1451


                        VERIFICATION


State of Wisconsin   )
                    ) SS
Milwaukee County  )
 


           I do hereby certify I am the Secretary of Nicholas
           Fund, Inc. and that the Amendment set forth in
           the above Articles of Amendment was unanimously
           recommended by the Board of Directors at a
           meeting duly called and held on March 27, 1979,
           and approved on June 6, 1979 by a vote of
           1,179,530 shares of such common stock issued and
           outstanding and entitled to vote on April 18,
           1979, being the record date set for the annual
           meeting of shareholders held June 6, 1979.


                                   /S/ Thomas J. Saeger
                                   --------------------------
                                   Thomas J. Saeger, Secretary

Subscirbed and sworn to before me
this 7th day of June,  1979.
/S/__________________________
Notary Public, State of Wisconsin
My Commission is permanent