BY- LAWS OF NICHOLAS STRONG FUND, INC.

                            ARTICLE I



                     Shareholders' Meetings



      SECTION  1. PLACE OF MEETINGS. All meetings of shareholders
shall be held at 312 East Wisconsin Avenue, Milwaukee, Wisconsin.

      SECTION  2.  ANNUAL MEETING.  The annual meeting  of  share
holders for the election of directors and the transaction of such
other  business as may properly come before it shall be  held  at
10:00  A. M., Milwaukee time, on the third Wednesday in  July  of
each  year, commencing in the year 1969, if not a legal  holiday,
and  if  a legal holiday, then on the next secular day following.
Any  business of the corporation may be transacted at the  annual
meeting  without  being specifically designated  in  the  notice,
except such business as is specifically required by statute to be
stated in the notice.

      SECTION 3. SPECIAL MEETINGS. Special meetings of the  share
holders may be called by the board of directors, the president, a
vice  president,  or the secretary, and shall be  called  by  the
secretary  upon  the  written request of the  holders  of  shares
entitled  to  not less than 25% of all the votes entitled  to  be
cast  at  such meeting. Such request shall state the  purpose  or
purposes of such meeting and the matters proposed to be acted  on
thereat.  The  secretary shall inform such  shareholders  of  the
reasonably estimated cost of preparing and mailing such notice of
the  meeting, and upon payment to the corporation of  such  costs
the  secretary shall give notice stating the purpose or  purposes
of  the  meeting  to all shareholders entitled to  vote  at  such
meeting.  No special meeting need be called upon the  request  of
the  holders  of shares entitled to cast less than a majority  of
all  votes  entitled to be cast at such meeting, to consider  any
matter which is substantially the same as a matter voted upon  at
any special meeting of the shareholders held during the preceding
twelve months. The business transacted at any special meeting  of
shareholders  shall  be  limited to the purposes  stated  in  the
notice.

      SECTION  4. NOTICE OF MEETING. Not less than ten  days  nor
more  than  ninety  days before the date of  every  shareholders'
meeting, the secretary shall give to each shareholder entitled to
vote  at such meeting, written or printed notice stating the time
and  place  of the meeting, and in the case of a special  meeting
the  purpose or purposes for which the meeting is called,  either
by mail or by presenting it to him personally or by leaving it at
his  residence or place of business. If mailed, such notice shall
be  deemed  to be given when deposited in the United States  mail
addressed  to  the shareholder at his post office address  as  it
appears  on the records of the corporation, with postage  thereon
prepaid.

      SECTION  5.  QUORUM.  At any meeting  of  shareholders  the
presence in person or by proxy of shareholders entitled to cast a
majority of the votes thereat shall constitute a quorum; but this
section  shall  not effect any requirement under the  statute  or
under the charter for the vote necessary for the adoption of  any
measure.   If  at  any  meeting  a  quorum  is  not  present   or
represented,  the  chairman of the meeting of the  holders  of  a
majority  of  the  stock present or represented may  adjourn  the
meeting from time to time, without notice other than announcement
at the meeting, until a quorum is present or represented. At such
adjourned  meeting at which a quorum is present  or  represented,
any  business may be transacted which might have been  transacted
at the meeting as originally called.

      SECTION  6.  STOCK ENTITLED TO VOTE. Each issued  share  of
stock  shall  be entitled to vote at any meeting of  shareholders
except (i) shares as to which any installment payable thereon  is
overdue  and  unpaid,  and (ii) shares owned,  other  than  in  a
fiduciary  capacity, by the corporation or by another corporation
in which the corporation owns shares entitled to more than 50% of
the  votes entitled to be cast by all shares outstanding of  such
corporation.

      SECTION 7. VOTING. Each outstanding share of stock entitled
to  vote  at a meeting of shareholders shall be entitled  to  one
vote  on  each  matter submitted to a vote. In all elections  for
directors  every  shareholder shall have the right  to  vote  the
shares  owned of record by him for as many persons as  there  are
directors to be elected.

A  shareholder may vote the shares owned of record by him  either
in  person or by proxy executed in writing by the shareholder  or
by his duly authorized attorney-in-fact.  No proxy shall be valid
after  eleven months from its date unless otherwise  provided  in
the proxy.  At all meetings of shareholders, unless the voting is
conducted  by inspectors, all questions relating to the qualifica
tion  of  voters, the validity of proxies and the  acceptance  or
rejection  of  votes  shall be decided by  the  chairman  of  the
meeting.   A  majority of the votes cast at a  meeting  of  share
holders,  duly called and at which a quorum is present, shall  be
sufficient  to  take or authorize any action which  may  properly
come  before the meeting, unless a greater number is required  by
the  statute or by the charter.  No vote upon any matter,  except
the  election of directors and except in those cases where a vote
is required under the provisions of the Investment Company Act of
1940,  need  be  by ballot unless demanded by the holders  of  at
least  10% of the shares of stock present or represented  at  the
meeting.

       SECTION  8.   INFORMAL  ACTION.  Any  action  required  or
permitted to be taken at any meeting of shareholders may be taken
without  a  meeting, if a consent in writing, setting forth  such
action, is signed by all the shareholders entitled to vote on the
subject matter thereof and such consent is filed with the records
of the corporation.



                           ARTICLE II
                                
                            DIRECTORS


        SECTION  1.   NUMBER.   The number of  directors  of  the
corporation shall be three.  By vote of a majority of the  entire
board  of directors, the number of directors fixed by the charter
or  by  these by-laws may be increased or decreased from time  to
time to not exceeding fifteen nor less than three, but the tenure
of  office of a director shall not be affected by any decrease in
the number of directors so made by the board.

        SECTION 2.  ELECTION AND QUALIFICATION.   Until the first
annual  meeting  of  shareholders or until  successors  are  duly
elected and qualify, the board of directors shall consist of  the
persons  named  as  such in the charter.   At  the  first  annual
meeting  of  shareholders and at each annual meeting  thereafter,
the  shareholders shall elect directors to hold office until  the
next  annual  meeting or until their successors are  elected  and
qualify.   A  director need not be a shareholder of  the  corpora
tion, but must be eligible to serve as a director of a registered
investment company under the Investment Company Act of 1940. Each
director  but  one may be an affiliated person of the  investment
adviser  of the corporation, as defined in the Investment Company
Act of 1940

        SECTION  3. VACANCIES. Any vacancy on the board of  direc
tors  occurring  between shareholders' meetings  called  for  the
purpose of electing directors may be filled, if immediately after
filling  any  such vacancy at least two-thirds of  the  directors
then holding office shall have been elected to such office at  an
annual  or  special  meeting of shareholders,  in  the  following
manner:  (i) for a vacancy occurring other than by reason  of  an
increase in directors, by a majority of the remaining members  of
the board, although such majority is less than a quorum; (ii) for
a  vacancy  occurring by reason of an increase in the  number  of
directors,  by  action  of a majority  of  the  entire  board.  A
director elected by the board to fill a vacancy shall be  elected
to  hold office until the next annual meeting of shareholders  or
until his successor is elected and qualifies. If by reason of the
death,  disqualification or bona fide resignation of any director
or  directors,  there is no member of the board  who  is  not  an
affiliated  person of the investment adviser of the  corporation,
as  defined  in the Investment Company Act of 1940, such  vacancy
shall  be  filled within thirty days if it may be filled  by  the
board, or within sixty days if a vote of shareholders is required
to  fill  such vacancy; provided that such vacancy may be  filled
within  such  longer period as the Securities  and  Exchange  Com
mission  may  prescribe, by rules and regulations  upon  its  own
motion  or  by order upon application. In the event that  at  any
time  less than a majority of the directors were elected  by  the
shareholders,  the board or proper officer shall forthwith  cause
to  be held as promptly as possible and in any event within sixty
days  a  meeting  of  shareholders for the  purpose  of  electing
directors to fill any existing vacancies in the board unless  the
Securities  and  Exchange Commission shall by order  extend  such
period.

        SECTION 4. POWERS. The business and affairs of the corpor
ation  shall  be  managed by the board of  directors,  which  may
exercise all of the powers of the corporation, except such as are
by  law  or by the charter or by these by-laws conferred upon  or
reserved to the shareholders.

        SECTION 5. REMOVAL. At any meeting of shareholders,  duly
called and at which a quorum is present, the shareholders may, by
the  affirmative vote of the holders of a majority of  the  votes
entitled  to  be cast thereon, remove any director  or  directors
from  office and may elect a successor or successors to fill  any
resulting vacancies for the unexpired terms of removed directors.
        
        SECTION  6. PLACE OF MEETINGS. Meetings of the  board  of
directors, regular or special, may be held at any place in or out
of  the  State of Maryland as the board may from time to time  de
termine or as may be specified in the call of any meeting.

        SECTION  7.  FIRST  MEETING OF NEWLY ELECTED  BOARD.  The
first  meeting of each newly elected board of directors shall  be
held  without call or notice immediately after and  at  the  same
general place as the annual meeting of the shareholders, for  the
purpose   of   organizing  the  board,  electing   officers   and
transacting any other business that may properly come before  the
meeting.

        SECTION  8.  REGULAR MEETINGS. Regular  meetings  of  the
board  of  directors may be held without notice at such time  and
place as shall from time to time be determined by the board.

        SECTION  9.  SPECIAL MEETINGS. Special  meetings  of  the
board of directors may be called at any time either by the board,
the president, a vice president or a majority of the directors in
writing  with  or  without a meeting. Notice of special  meetings
shall either be mailed by the secretary to each director at least
three  days  before the meeting or shall be given  personally  or
telegraphed to each director at least one day before the  meeting
Such  notice  shall set forth the time and place of such  meeting
but  need  not,  unless  otherwise required  by  law,  state  the
purposes of the meeting.

        SECTION 10. QUORUM AND VOTE REQUIRED FOR ACTION.  At  all
meetings of the board of directors a majority of the entire board
shall  constitute a quorum for the transaction of  business,  and
the  action of a majority of the directors present at any meeting
at  which a quorum is present shall be the action of the board of
directors  unless  the  concurrence of a  greater  proportion  is
required   for   such  action  by  statute,   the   articles   of
incorporation or these by-laws. If at any meeting a quorum is not
present,  a  majority of the directors present  may  adjourn  the
meeting from time to time, without notice other than announcement
at the meeting, until a quorum is present.

        SECTION  11.  INFORMAL  ACTION  Any  action  required  or
permitted  to  be taken at any meeting of the board of  directors
may  be  taken  without a meeting, if a written consent  to  such
action  is  signed by all members of the board and  such  written
consent is filed with the minutes of proceedings of the board.

                           ARTICLE III
                                
                     OFFICERS AND EMPLOYEES


        SECTION  1.  ELECTION  AND QUALIFICATION.  At  the  first
meeting  of each newly elected board of directors there shall  be
elected a president, one or more vice presidents, a secretary and
a  treasurer.  The  board may also elect one  or  more  assistant
secretaries  and  assistant treasurers.  No  officer  except  the
president  need be a director. Two or more offices, except  those
of  president and vice president, may be held by the same  person
but   no  officer  shall  execute,  acknowledge  or  verify   any
instrument  in  more  than one capacity, if  such  instrument  is
required  by  law,  charter  or these  by-laws  to  be  executed,
acknowledged  or verified by two or more officers.  Each  officer
must  be  eligible  to  serve  as  an  officer  of  a  registered
investment  company  under the Investment Company  Act  of  1940.
Nothing  herein shall preclude the employment of other  employees
or  agents by the corporation from time to time without action by
the board.

        SECTION  2.   TERM, REMOVAL AND VACANCIES.  The  officers
shall be elected to serve until the next first meeting of a newly
elected board of directors and until their successors are elected
and  qualify.  Any officer may be removed by the board,  with  or
without cause, whenever in its judgment the best interest of  the
corporation  will  be served thereby, but such removal  shall  be
without  prejudice  to the contractual rights,  if  any,  of  the
person so removed. A vacancy in any office shall be filled by the
board for the unexpired term.

        SECTION  3.  BONDING. Each officer and  employee  of  the
corporation  who  singly or jointly with  others  has  access  to
securities  or  funds  of  the corporation,  either  directly  or
through  authority to draw upon such funds or to direct generally
the  disposition  of  such  securities shall  be  bonded  against
larceny  and  embezzlement  by  a  reputable  fidelity  insurance
company  authorized to do business in Wisconsin. Each such  bond,
which  may be in the form of an individual bond or a schedule  or
blanket  bond covering all such officers and employees, shall  be
in  such  form and for such amount (determined at least annually)
as  the board of directors shall determine in compliance with the
requirements of Section 17(g) the Investment Company Act of  1940
and  the  rules,  regulations or orders  of  the  Securities  and
Exchange Commission thereunder.
        
        SECTION  4.  PRESIDENT.  The  president  shall   be   the
principal executive officer of the corporation  He shall  preside
at  all  meetings of the shareholders and directors, have general
and  active  management of the business of the  corporation,  see
that  all  orders and resolutions of the board of  directors  are
carried  into effect, and execute in the name of the  corporation
all  authorized instruments of the corporation, except where  the
signing  shall be expressly delegated by the board to some  other
officer or agent of the corporation.

        SECTION  5. VICE PRESIDENTS.  The vice president,  or  if
there  be  more  than  one,  the vice  presidents  in  the  order
determined  by the board of directors, shall, in the  absence  or
disability of the president, perform the duties and exercise  the
powers  of  the president, and shall have such other  duties  and
powers  as  the  board  may from time to time  prescribe  or  the
president delegate.

        SECTION  6.  SECRETARY  AND  ASSISTANT  SECRETARIES.  The
secretary shall give notice of, attend and record the minutes  of
meetings  of shareholders and directors, keep the corporate  seal
and,  when  authorized  by  the board,  affix  the  same  to  any
instrument  requiring it, attesting to the same by his signature,
and shall have such further duties and powers as are incident  to
his  office or as the board may from time to time prescribe.  The
assistant  secretary, if any, or if there be more  than  one  the
assistant secretaries in the order determined by the board, shall
in the absence or disability of the secretary, perform the duties
and  exercise  the powers of the secretary, and shall  have  such
other  duties  and  powers as the board may  from  time  to  time
prescribe or the secretary delegate.

        SECTION  7.  TREASURER  AND  ASSISTANT  TREASURERS.   The
treasurer shall be the principal financial and accounting officer
of  the corporation. He shall be responsible for the custody  and
supervision of the corporation's books of account and  subsidiary
accounting records, and shall have such further duties and powers
as  are  incident to his office or as the board of directors  may
from time to time prescribe. The assistant treasurer, if any,  or
if  there  be more than on the assistant treasurers in the  order
determined  by the board of directors, shall, in the  absence  or
disability of the treasurer, perform the duties and exercise  the
powers  of  the treasurer, and shall have such other  duties  and
powers  as  the  board  may from time to time  prescribe  or  the
treasurer delegate.

                           ARTlCLE IV
                                
                  RESTRICTIONS ON COMPENSATION,
                  TRANSACTIONS AND INVESTMENTS


        SECTION  1. SALARY AND EXPENSES. Directors, officers  and
employees as such shall not receive any salary for their services
or reimbursement for expenses from the corporation.

        SECTION  2.  COMPENSATION AND PROFIT FROM  PURCHASES  AND
SALES. No affiliated person of the corporation, as defined in the
Investment  Company  Act of 1940, or affiliated  person  of  such
person,  shall, except as permitted by Section 17(e) of the  Act,
or  the  rules,  regulations  or orders  of  the  Securities  and
Exchange Commission thereunder, (i) acting as agent, accept  from
any  source  any  compensation for the purchase or  sale  of  any
property  or  securities  to  or  for  the  corporation  or   any
controlled company of the corporation, as defined in the Act,  or
(ii)   receive  from  any  source  a  commission,  fee  or  other
remuneration  for  effecting  such  transaction.  The  investment
adviser   of  the  corporation  shall  not  profit  directly   or
indirectly from sales of securities to or from the corporation.

        SECTION  3.   TRANSACTIONS WITH  AFFILIATED  PERSONS.  No
affiliated  person  of  the  corporation,  as  defined   in   the
Investment  Company  Act of 1940, or affiliated  person  of  such
person shall knowingly (i) sell any security or other property to
the  corporation or to any company controlled by the corporation,
as  defined in the Act, except shares of stock of the corporation
or  securities of which such person is the issuer and  which  are
part  of  a  general offering to the holders of a  class  of  its
securities,  (ii) purchase from the corporation or any  such  con
trolled  company any security or property, other than  shares  of
stock  of the corporation, (iii) acting as principal, effect  any
transaction in which the corporation or controlled company  is  a
joint   or  joint  and  several  participant  with  such  person;
provided,  however,  that this section shall  not  apply  to  any
transaction permitted by Sections 17 (b), (c) or (d) of  the  Act
or  the  rules,  regulations  or orders  of  the  Securities  and
Exchange Commission thereunder.

        SECTION  4.  INVESTMENT ADVISER.  The  corporation  shall
employ  only  one investment adviser, which employment  shall  be
pursuant to a written agreement in accordance with Section 15  of
the Investment Company Act of 1940.
        
        SECTION  5. OWNERSHIP OF STOCK BY OFFICERS AND DIRECTORS.
No officer or director shall take a long or short position in the
stock  of  the corporation, provided, however, that  officers  or
directors  may  purchase stock of the corporation for  investment
purposes at the same price as that available to the public at the
time   of   purchase,   or  in  connection  with   the   original
capitalization of the corporation.

        SECTION 6. PORTFOLIO TRANSACTIONS. The corporation  shall
not purchase, acquire or retain:

   (a)  any  security  of  an issuer, any of  whose  officers  or
directors  is an officer, director or investment adviser  of  the
corporation  or  affiliated person as defined in  the  Investment
Company Act of 1940, of such investment adviser;


   (b) any security issued by or any interest in the business  of
an   investment  company,  insurance  company,  broker,   dealer,
underwriter  or  investment adviser, except  as  permitted  under
Sections  12 (d) (e) and (g) of the Act or the rules, regulations
or orders of the Securities and Exchange Commission thereunder;

   (c)  voting  securities of another issuer, the acquisition  or
retention  of which would result in circular or cross  ownership,
as defined in Section 20 (c) of the Act, or

   (d)  during  the  existence  of any  underwriting  or  selling
syndicate,  any  security, except stock  of  the  corporation,  a
principal   underwriter  of  which  is  an   officer,   director,
investment adviser or employee of the corporation, or is a person
(other  than a company of the character described in  Section  12
(d)  (3)  (A)  and  (B) of the Act) of which  any  such  officer,
director, investment adviser or employee is an affiliated person,
as  defined  in  the Act, unless in acquiring such  security  the
corporation is itself acting as a principal underwriter  for  the
issue,  except  as  the  Securities and Exchange  Commission,  by
rules, regulations or order shall permit.

        SECTION  7.  GENERAL BUSINESS AND INVESTMENT  ACTIVITIES.
The corporation shall not:

    (a)       purchase any security on margin, except such short-
term credits as are necessary for the clearance of transactions;

   (b)  participate on a joint or joint and several basis in  any
trading account in securities;

   (c) effect a short sale of any security;

   (d)  act as an underwriter in the distribution of any security
other than stock of the corporation;

   (e) make loans to other persons, except for the purchase of  a
portion of an issue of publicly distributed debt securities;

   (f)  borrow  money or issue senior securities  except  to  the
extent  permitted  under  Sections 18(f),  (g)  and  (h)  of  the
Investment Company Act of 1940, provided that the amount of money
that  may  be  borrowed  shall not exceed  that  which  would  be
permitted under the margin requirements of the Board of Governors
of  the  Federal  Reserve System, in force at  the  time  of  the
borrowing,  as  specified  by  Regulation  T,  or  any  amendment
thereto;
   
   (g)  purchase or sell real estate or interests in real estate,
but the corporation may purchase the securities of a
real estate investment trust, provided that not more than 10%  in
value of the corporation's assets will be so invested;

   (h)  issue  any warrant or right to subscribe to  or  purchase
stock  of  the  corporation, except in the form  of  warrants  or
rights  to subscribed expiring not later than one hundred  twenty
days  after their issuance and issued exclusively and ratably  to
its  stockholders,  or any voting trust certificate  relating  to
stock of the corporation;

   (i)  deviate  from  its policy in respect to concentration  of
investments in any particular industry or group of industries  as
reported  in  its  registration statement  under  the  Investment
Company  Act  of  1940,  or deviate from any  fundamental  policy
recited in such registration statement pursuant to Section 8  (b)
of the Investment Company Act of 1940;

   (j) change the nature of its business so as to cease to be  an
investment company;

   (k)  charge  any  sales load or commission in connection  with
the sale or redemption of any stock of the corporation.

                            ARTICLE V
                                
              STOCK CERTIFICATES AND TRANSFER BOOKS



        SECTION  1.   CERTIFICATES.   Each shareholder  shall  be
entitled  to a certificate or certificates, in such form  as  the
board  of directors shall from time to time approve, representing
and  certifying the number of whole shares of stock owned by  him
in  the  corporation.  Each certificate shall be signed, manually
or  by  facsimile signature by the president or a vice president,
countersigned, manually or by facsimile signature by  either  the
secretary, an assistant secretary, the treasurer or an  assistant
treasurer,  and  sealed  with  the corporate  seal  or  facsimile
thereof.  In case any officer who has signed any certificate,  or
whose  facsimile  signature appears  thereon,  ceases  to  be  an
officer of the corporation before the certificate is issued,  the
certificate may nevertheless be issued with the same effect as if
the  officer had not ceased to be such officer as of the date  of
its   issue.   Any  certificate  representing  stock   which   is
restricted or limited as to transferability shall have a  summary
of  such  restriction on limitation plainly stated  thereon.   No
certificate  shall be issued for any share of  stock  until  such
share is fully paid.

        SECTION  2.  LOST CERTIFICATES.   The board of  directors
may  direct  a  new certificate or certificates to be  issued  in
place  of  any certificate or certificates theretofore issued  by
the  corporation alleged to have been lost, stolen, destroyed  or
mutilated (or may delegate such authority to one or more officers
of  the corporation) upon the making of an affidavit of that fact
by  the  person  claiming the certificate  to  be  lost,  stolen,
destroyed or mutilated.  The board or such officer may, in its or
his  discretion,  require the owner of such  certificate  or  his
legal  representative to give bond with sufficient surety to  the
corporation to indemnify it against any loss or claim  which  may
arise  or expense which may be incurred by reason of the issuance
of a new certificate.

        SECTION  3. STOCK LEDGER.  The corporation shall maintain
at  its  office in Milwaukee, Wisconsin3 or at the office of  its
principal transfer agent, if any, an original or duplicate  stock
ledger containing the names and addresses of all shareholders and
the number of shares held by each shareholder.

        SECTION  4.  REGISTERED  SHAREHOLDERS.   The  corporation
shall  be  entitled to recognize the exclusive right of a  person
registered on its books as such, as the owner of shares  for  all
purposes,  and shall not be bound to recognize any  equitable  or
other  claim  to or interest in such shares on the  part  of  any
other  person,  whether  or not it shall have  express  or  other
notice  thereof,  except as otherwise provided  by  the  laws  of
Maryland

        SECTION  5. TRANSFER AGENT AND REGISTRAR. The corporation
may  maintain one or more transfer offices or agencies,  each  in
charge  of a transfer agent designated by the board of directors,
where   the  shares  of  stock  of  the  corporation   shall   be
transferable.   The  corporation may also maintain  one  or  more
registry offices, each in charge of a registrar designated by the
board3 where such shares of stock shall be registered.

        SECTION  6.  TRANSFERS OF STOCK. Upon  surrender  to  the
corporation or a transfer agent of a certificate for share 5 duly
endorsed   or  accompanied  by  proper  evidence  of  succession,
assignment or authority to transfer, it shall be the duty of  the
corporation  to  issue a new certificate to the  person  entitled
thereto,  cancel  the old certificate and record the  transaction
upon its books.

        SECTION 7. FIXING OF RECORD DATES AND CLOSING OF TRANSFER
BOOKS. The board of directors may fix, in advance, a date as  the
record  date for the purpose of determining shareholders entitled
to  notice  of,  or  to vote at, any meeting of shareholders,  or
shareholders entitled to receive payment of any dividend  or  the
allotment  of any rights, or in order to make a determination  of
shareholders  for  any other proper purpose. Such  date,  in  any
case, shall be not more than forty days, and in case of a meeting
of  shareholders not less than ten days, prior  to  the  date  on
which  the  particular  action requiring  such  determination  of
shareholders  is to be taken.  In lieu of fixing a  record  date,
the  board  may  provide that the stock transfer books  shall  be
closed for a stated period but not to exceed, in any case, twenty
days.  If the stock transfer books are closed for the purpose  of
determining  shareholders  entitled  to  vote  at  a  meeting  of
shareholders,  such books shall be closed for at least  ten  days
immediately preceding such action.

                           ARTICLE VI
                                
                 ACCOUNTS, REPORTS AND CUSTODIAN


        SECTION  1. INSPECTION OF BOOKS.  The board of  directors
shall determine from time to time whether, and, if allowed,  when
and  under what conditions and regulations the accounts and books
of the corporation (except such as may by statute be specifically
open  to  inspection)  or  any of them,  shall  be  open  to  the
inspection  of the shareholders and the shareholders'  rights  in
this respect are and shall be limited accordingly.

        SECTION  2.  RELIANCE  ON  RECORDS.   Each  director  and
officer  shall,  in  the  performance of  his  duties,  be  fully
protected  in  relying in good faith on the books of  account  or
reports  made  to the corporation by any of its officials  by  an
independent public accountant, or by any appraiser selected  with
reasonable  care by the board, and in relying in good faith  upon
other records of the corporation.

        SECTION  3.  PREPARATION  AND  MAINTENANCE  OF  ACCOUNTS,
RECORDS  AND STATEMENTS. The president, a vice president  or  the
treasurer shall prepare or cause to be prepared annually, a  full
and   correct  statement  of  the  affairs  of  the  corporation,
including a balance sheet or statement of financial condition and
a  financial  statement of operations for  the  preceding  fiscal
year,  which  shall  be submitted at the annual  meeting  of  the
shareholders  and  filed  within twenty days  thereafter  at  the
principal  office  of the corporation in the state  of  Maryland.
The  proper  officers  of  the corporation  shall  also  prepare,
maintain  and  preserve or cause to be prepared,  maintained  and
preserved  the  accounts, books and other documents  required  by
Section  31  of  the  Investment Company Act of  1940  and  shall
prepare  and  file or cause to be prepared and filed the  reports
required  by Section 30 of the Act. No financial statement  shall
be  filed with the Securities and Exchange Commission unless  any
officer  or  employee who prepared or participated in the  prepar
ation   of   such  financial  statement  has  been   specifically
designated for such purpose by the board of directors.

        SECTION  4.  AUDITORS.  No independent public  accountant
shall  be  retained  or employed by the corporation  to  examine,
certify or report on its financial statements for any fiscal year
unless  such selection (i) shall have been approved by a majority
of  the  entire board of directors within thirty days  before  or
after  the  beginning of such fiscal year or  before  the  annual
meeting  of  shareholders for such fiscal year; (ii)  shall  have
been   ratified  at  the  next  succeeding  annual   meeting   of
shareholders, provided that any vacancy occurring between  annual
meetings  due to the death or resignation of such accountant  may
be  filled  by  the  board; and (iii) shall  otherwise  meet  the
requirements of Section 32 of the Investment Company Act of 1940.

        Section  5.   Custodian.  All  securities,  evidences  of
indebtedness  and funds of the corporation shall be entrusted  to
the  custody of one or more custodians or depositaries,  each  of
which  shall be a bank or trust company which is a member of  the
Federal  Reserve  System having capital,  surplus  and  undivided
profits of not less than Two Million ($2,000,000) Dollars, as set
forth in its most recently published report of condition, and the
qualifications prescribed by and pursuant to Sections 17 (f)  and
26  of  the Investment Company Act of 1940, employed as agent  or
agents of the corporation by the board of directors.

        SECTION 6. AGREEMENT WITH CUSTODIAN.  Each such custodian
shall  be  employed pursuant to a written agreement  which  shall
conform to the requirements prescribed by ~ applicable rules  and
regulations of the Securities and Exchange Commission  under  the
Investment Company Act of 1940, and, except as otherwise provided
by  such  rules  and regulations, shall provide substantially  as
follows:

   (a)  The custodian shall keep (i) all cash on deposit with  it
or  with  such  other banks in the name of the custodian  as  the
corporation shall direct, and (ii) all securities in  a  separate
account,  not commingled with other assets, in the  name  of  the
custodian,  its  nominee  or  the  corporation  in  care  of  the
custodian,  or in the custody of the custodian or its  agents  in
street  certificate or bearer form.  The custodian shall  receive
and  collect  the  income  or funds  due  with  respect  to  such
securities.

   (b) Securities and cash held by the custodian may be withdrawn
only  upon  written order signed on behalf of the corporation  by
two employees, at least one of whom shall be an officer, included
within  a list of five officers and employees certified for  such
purpose by resolution of the board of directors.

   (c) Securities held by the custodian may be withdrawn only for
the following purposes:

(i)   The  sale  of  such  securities  for  the  account  of  the
corporation  with delivery and payment therefor  in  accord  with
procedures  and  customs used by the custodian  in  the  sale  of
securities for the trust estates of which it is trustee;

  (ii)  The  delivery of securities in exchange for or conversion
into  other  securities alone, cash or cash and other  securities
pursuant  to  the  provisions of such securities  or  a  plan  of
merger,   consolidation,  reorganization,   recapitalization   or
readjustment of the securities of the issuer thereof;

(iii) The surrender of warrants, rights or similar securities  in
the  exercise  of such warrants, rights or similar securities  or
the  surrender  of interim receipts or temporary  securities  for
definitive securities;

(iv)  The  delivery of securities to a lender  as  collateral  on
borrowing effected by the corporation;

(v)  The  delivery of securities as a redemption in  kind  of  or
distribution on stock of the corporation;

provided  that in each case specified in clauses (ii), (iii)  and
(iv)  the  payment, collateral or securities to be  received  are
delivered   to  the  custodian  simultaneously  or  as   promptly
thereafter as possible.

    (d)     Cash held by the custodian may be withdrawn only  for
the following purposes:

(i)  The  purchase of securities to be retained by the  custodian
with delivery and payment therefor in accord with procedures  and
customs  used by the custodian in the purchase of securities  for
the trust estates of which it is trustee;

(ii) The redemption or purchase of stock of the corporation;

(iii) The payment of dividends or other distributions on stock of
the corporation;

(iv)  The payment of taxes, interest, or the investment adviser's
fees   incurred   in  connection  with  the  operation   of   the
corporation;

(v)  The  payment in connection with the conversion, exchange  or
surrender of securities owned by the corporation;

(vi) The deposit of funds in the name of the custodian in or with
any other bank or trust company designated by the corporation.

        SECTION  7.  TERMINATION  OF  CUSTODIAN  AGREEMENT.   Any
employment  agreement  with a custodian shall  be  terminable  on
sixty  days' notice in writing by the board of directors  or  the
custodian and upon any such termination the custodian shall  turn
over only to the succeeding custodian designated by the board  of
directors all funds, securities and property and documents of the
corporation in its possession.

        SECTION  8.  CHECKS AND REQUISITIONS. Except as otherwise
authorized  by the board of directors, all checks and drafts  for
the  payment  of  money  shall be  signed  in  the  name  of  the
corporation  by a custodian, and all requisitions or  orders  for
the  payment of money by a custodian or for the issue  of  checks
and  drafts  therefor, all promissory notes, all assignments,  of
stock or securities standing in the name of the corporation,  and
all  requisitions  or  orders  for the  assignment  of  stock  or
securities standing in the name of a custodian or its nominee, or
for the execution of powers to transfer the same, shall be signed
in  the name of the corporation by not less than two persons (who
shall  be  among those persons, not in excess of five, designated
for this purpose by the board of directors) at least one of which
shall  be an officer. Promissory notes, checks or drafts  payable
to  the  corporation  may be endorsed only  to  the  order  of  a
custodian or its nominee by the treasurer or president or by such
other  person  or persons as shall be thereto authorized  by  the
board of directors.


                           ARTICLE VII
                                
                       GENERAL PROVISIONS


        SECTION  1.   OFFICES.   The  principal  office  of   the
corporation  in  the State of Maryland shall be in  the  City  of
Baltimore  The  corporation may also have offices at  such  other
places within and without the State of  Maryland as the board  of
directors  may from time to time determine. Except  as  otherwise
required by statute, the books and records of the corporation may
be kept outside the State of Maryland.

        SECTION   2.   SEAL.   The  corporate  seal  shall   have
inscribed  thereon  the name of the corporation,  and  the  words
"Corporate  Seal" and ' Maryland The seal may be used by  causing
it  or a facsimile thereof to be impressed affixed, reproduced or
otherwise.

         SECTION  3.   FISCAL  YEAR.   The  fiscal  year  of  the
corporation shall be fixed by the board of directors.

        SECTION  4.  NOTICE  AND WAIVER OF NOTICE.  Whenever  any
notice  of  the  time,  place  or  purpose  of  any  meeting   of
shareholders  or  directors is required to  be  given  under  the
statute,  the  charter  or these by-laws,  a  waiver  thereof  in
writing, signed by the person or persons entitled to such  notice
and filed with the records of the meeting, either before or after
the  holding  thereof, or actual attendance  at  the  meeting  of
shareholders in person or by proxy or at the meeting of directors
in  person,  shall  be deemed equivalent to the  giving  of  such
notice  to  such persons. No notice need be given to  any  person
with whom communication is made unlawful by any law of the United
States  or any rule, regulation, proclamation or executive  order
issued under any such law.

        SECTION  5.  VOTING  OF  STOCK.     Unless      otherwise
ordered by the board of directors, the president shall have  full
power   and  authority,  in  the  name  and  on  behalf  of   the
corporation,  (i)  to  ~tend, act and  vote  at  any  meeting  of
shareholders  of  any  company in which the corporation  may  own
shares of stock of record, beneficially (as the proxy or attorney
in-fact of the record holder) or of record and beneficially,  and
(ii)  to give voting directions to the record shareholder of  any
such  stock  beneficially owned. At any such  meeting,  he  shall
possess  and may exercise any and all rights and powers  incident
to  the  ownership  of such shares and which, as  the  holder  or
beneficial owner and proxy of the holder thereof, the corporation
might  possess  and  exercise  if  personally  present,  and  may
exercise  such  power  and  authority through  the  execution  of
proxies  or  may delegate such power and authority to  any  other
officer, agent or employee of the corporation.

        SECTION  6. DIVIDENDS.  Dividends upon the stock  of  the
corporation,  subject to the provisions of the charter,  if  any,
may  be  declared  by the board of directors at  any  regular  or
special  meeting, pursuant to law.  The source of  each  dividend
payment  shall  be disclosed to the shareholders  receiving  such
dividend,  to  the extent required by the laws of  the  State  of
Maryland and by Section 19 of the Investment Company Act of  1940
and   the  rules  and  regulations  of  the  Securities  Exchange
Commission thereunder. Before payment of any dividend, there  may
be  set  aside out of any funds of the corporation available  for
dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for  repairing  or
maintaining  any property of the corporation, or for  such  other
purpose  as the directors shall think conducive to the  interests
of  the corporation, and the directors may modify or abolish  any
such reserve in the manner in which it was created.

        SECTION  7.  INDEMNIFICATION.   Any person who is serving
or  has served as a director or officer of the corporation or, at
its  request, as a director or officer of another corporation  in
which  it  owns  stock  or of which it is a  creditor,  shall  be
indemnified  by  the  corporation  against  expenses   (including
judgments,  amounts paid in settlement and fees and  expenses  of
counsel and experts) actually and necessarily incurred by him  in
connection with the defense of any action, suit or proceeding  in
which  he  is  made a party, or from any claim with which  he  is
threatened  by reason of his being or having been a  director  or
officer of the corporation or any such other corporation (whether
or  not he continues to be a director or officer at the time such
expense is incurred by him) , except in relation to matters as to
which  such  person has been adjudged liable because  of  willful
misfeasance,  bad  faith  or reckless  disregard  of  the  duties
involved  in  the conduct of his office.  In the  absence  of  an
adjudication which expressly absolves such person from  liability
to  the  corporation or its stockholders for willful misfeasance,
bad  faith  or reckless disregard of the duties involved  in  the
conduct of his office, indeminfication shall be conditioned  upon
the  prior determination by a resolution of two-thirds  of  those
members of the board of directors of the corporation who are  not
involved  in  the  action, suit, proceeding or claim  (or,  if  a
majority of such members are so involved, upon the prior  written
opinion of independent counsel, that such person has no liability
by reason of willful misfeasance, bad faith or reckless disregard
of  the  duties  involved in the conduct of his office.   Amounts
paid in settle~r~tshall not exceed costs, fees and expenses which
would  have  been  reasonably incurred if  the  action,  suit  or
proceeding   had   been  litigated  to  a  conclusion.   Such   a
determination  by  the  board  of directors,  or  by  independent
counsel,  and the payments of amounts by the corporation  on  the
basis  thereof  shall not prevent a stockholder from  challenging
such  indemnification  by appropriate legal  proceedings  on  the
grounds that the person indemnified was liable to the corporation
or  its  security  holders by reason of willful misfeasance,  bad
faith or reckless disregard of the duties involved in the conduct
of his office.  In the event of such person's death, the right to
indemnification  shall extend to his legal  representative.   The
foregoing  rights  of indemnification shall be exclusive  of  any
other  rights to which the officers and directors may be entitled
according to law.

        SECTION  8.   AMENDMENTS.   The board of directors  shall
have  the power to alter or repeal any by-laws of the corporation
and to make new by-laws, except that the board shall not alter or
repeal any by-law made by the shareholders and shall not alter or
repeal  Section  3 of Article III, Sections 2,  3,  6  and  7  of
Article  IV,  Sections 3 through 8 of Article VI and  Sections  6
through 8 of Article VII.  The shareholders shall have the  power
at  any  meeting, if notice thereof be included in the notice  of
such  meeting, to alter or repeal any by-laws of the  corporation
and to make new by-laws.


                        BY-LAW AMENDMENT


   I,  RICHARD S. STRONG , do hereby certify that I am  the  duly

elected, qualified and acting Secretary of Nicholas Strong  Fund,

Inc., a corporation organized and existing under the laws of  the

State of Maryland, that the following is a true and correct  copy

of  a  resolution  adopted  by the Board  of  Directors  of  said

corporation pursuant to a Unanimous Consent of Board of Directors

dated the 22nd day of April, 1970; that said resolution is now in

full force and effect:



RESOLVED,  that ARTICLE I, Section 2 of the By-Laws  of  Nicholas
Strong, Inc. be amended so as to read as follows:

 SECTION  2.  ANNUAL MEETING. The annual meeting of  shareholders
for  the election of directors and the transaction of such  other
business as may properly come before it shall be held at 10:00 A.
M.,  Milwaukee time, on the first Wednesday in June of each year,
commencing  in the year 1970, if not a legal holiday,  and  if  a
legal  holiday,  then  on  the next secular  day  following.  Any
business  of  the  corporation may be transacted  at  the  annual
meeting  without  being specifically designated  in  the  notice,
except such business as is specifically required by statute to be
stated in the notice.

WITNESS,  my hand and seal of said corporation this  1st  day  of
June, 1970.

                                         Richard S. Strong
                                         Secretary
                                
                        BY LAW AMENDMENTS



     I,  Richard S. Strong, do hereby certify that I am the  duly

elected, qualified and acting Secretary of Nicholas Strong  Fund,

Inc., a corporation organized and existing under the laws of  the

State of Maryland, that the following is a true and correct  copy

of  resolutions  adopted  by  the  Board  of  Directors  of  said

corporation at a Special Meeting of the Board of Directors,  duly

called  and at which a quorum was present, held March  24,  1972;

that the resolution pertaining to Article IV, Section 7(k) of the

By-laws  was  also  adopted  by a  vote  of  a  majority  of  the

outstanding  shares of the corporation entitled  to  vote  at  an

Annual  Meeting  of  Shareholders held June 7,  1972;  that  said

resolutions are now in full force and effect:



     RESOLVED, that Article IV, Section 1 of the By-Laws  be  and

the same is hereby amended to read as follows:



     "Section 1. Salary and Expenses.



     Directors, officers and employees as such shall not  receive
any  salary for their services or reimbursement for expenses from
the  corporation; provided that the corporation may pay  fees  in
such  amounts  and at such times as the board of directors  shall
determine  to  directors who are not affiliated  persons  of  the
corporation  5 investment adviser for attendance at  meetings  of
the board of directors."

     RESOLVED,  that Article IV, Section 7(k) of the  By-Laws  be

and the same is hereby amended to read as follows:



     "Section 7.  General Business and Investment Activities.



     The corporation shall not:
           (k)  charge any sales load or commission in connection
with  the  issuance  or  sale of any stock  of  the  corporation;
provided  that  the  Board of Directors may impose  a  redemption
charge in such amount, with such limitations and at such times as
the Board of Directors in its discretion shall determine."

     Witness my hand and seal of said corporation this 7th day of

June, 1972.



                                   Richard S. Strong
                                   Secretary

                        BY-LAW AMENDMENT



    I  THOMAS  J.  SAEGER, do hereby certify that I am  the  duly
elected, qualified and acting Secretary of Nicholas Strong  Fund,
Inc., a corporation organized and existing under the laws of  the
State of Maryland, that the following is a true and correct  copy
of   resolution  adopted  by  the  Board  of  Directors  of  said
corporation at a Special Meeting of the Board of Directors,  duly
called  and  at which a quorum was present, held April  1,  1974;
that the resolution pertaining to Article IV, Section 7(e) of the
By-Laws  was  also  adopted  by a  vote  of  a  majority  of  the
outstanding  shares of the corporation entitled  to  vote  at  an
Annual  Meeting  of  Shareholders held June 5,  1974,  that  said
resolutions are now in full force and effect:

     RESOLVED,  that Article IV, Section 7(e) of the  By-Laws  be
     and the same is hereby amended to read as follows:

     Section  7.    General  Business and  Investment  Activities

     "The Corporation shall not:



                             * * * *

     (e)   make  loans  to  other persons,  except  for  (i)  the
purchase  of  a portion of an issue of publicly distributed  debt
securities; (ii) the purchase of debt securities issued by the U.
S.  Treasury  or by other federal agencies, instrumentalities  or
corporations with a simultaneous resale of such securities to the
vendor for later delivery, in an amount not to exceed 20% of  the
total  net assets, taken at market, of the corporation; and (iii)
the  purchase  of a portion of bonds, debentures  or  other  debt
securities  of types commonly distributed privately to  financial
institutions,  in an amount not to exceed 10% of  the  total  net
assets, taken at market, of the corporation; I'

    Witness my hand and seal of said corporation this 10th day of
June, 1974.

                               THOMAS J. SAEGER
                               SECRETARY
                               
                               
    The  following Amendment to the Registrant's By-Laws was duly
adopted by action of the Board of Directors on April 6, 1982:

    "RESOLVED, that Section 2 of Article I of the By-Laws of this
Corporation be and the same is hereby amended to read as follows:

        SECTION  2.    ANNUAL  MEETING.   The Annual  Meeting  of
        Shareholders   for   the  election   of   Directors   and
        transaction  of such other business as may properly  come
        before  it  shall be held at 10:00 a.m., Milwaukee  time,
        on  the  3rd  Tuesday in July of each year commencing  in
        the  year  1982, if not a legal holiday, and if  a  legal
        holiday,  then  on the next secular day  following.   Any
        business  of  the  Corporation may be transacted  at  the
        annual  meeting without being specifically designated  in
        the  notice,  except  such business  as  is  specifically
        required by statute to be stated in the notice."

                        BY-LAW  AMENDNENT


     I,  THOMAS J. SAEGER1 do hereby certify that I am  the  duly
elected, qualified and acting secretary of Nicholas Fund, Inc., a
corporation organized and existing under the laws of the State of
Maryland,  that  the following is a true and correct  copy  of  a
resolution  adopted by the Board of Directors of said corporation
at  a Special Meeting of the Board of Directors, duly called  and
at  which  a quorum was present, held March 30, 1976;  that  said
resolution is now in full force and effect:

      RESOLVED, that pursuant to Section 8 of Article VII of  the
By-Laws  of this corporation, Section 7 of Article V of  the  By-
Laws be and it hereby is amended to read as follows:

'1SECTION  7    FIXING  OF RECORD DATES AND CLOSING  OF  TRANSFER
BOOKS.

      "The Board of Directors may fix, in advance, a date as  the
record  date for the purpose of determining shareholders entitled
to  notice  of,  or  to vote at, any meeting of shareholders,  or
shareholders entitled to receive payment of any dividend  or  the
allotment  of any rights, or in order to make a determination  of
shareholders  for any other proper purpose.  Such  date,  in  any
case, shall not be more than sixty (60) days, and in the case  of
a 'fleeting of shareholders not less than ten (10) days, prior to
the   date   on  which  the  particular  action  requiring   such
determination of shareholders is to be taken.  In lieu of  fixing
a  record  date, the Board 'flay provide that the stock  transfer
books  shall be closed for a stated period but not to exceed,  in
any  case,  twenty  (20) days.  If the stock transfer  books  are
closed  for  the purpose of determining shareholders entitled  to
vote  at a 'fleeting of shareholders, such books shall be  closed
for at least ten (10) days immediately proceeding such action."

     Witness  my hand and seal of said corporation this 15th  day
of April, 1976.

CORPORATE                     Thomas J. Saeger,
SEAL                          Secretary



Exhibit 1A
    
    The  following Amendment to the Registrant's By-Laws was duly
adopted by action of the Board of Directors on March 22, 1983.

    "RESOLVED that Section 1 of Article II of the By-Laws of this
Corporation be amended to read as follows:

    Section 1. Number. The number of directors of the Corporation
shall  be  five.  By vote of a majority of the  entire  board  of
directors,  the number of directors fixed by the  charter  or  by
these by-laws may be increased or decreased from time to time  to
not  exceeding  fifteen nor less than three, but  the  tenure  of
office of a director shall not be affected by any increase in the
number of directors so made by this board."


    The  following Amendment to the Registrant's By-Laws was duly
adopted by action of the Board of Directors on October 11, 1983.


    "RESOLVED,  that Section 1 of Article II of  the  By-Laws  of
this  Corporation be and the same are hereby amended to  read  as
follows:

    Section   1.  Number.   The  number  of  directors   of   the
Corporation  shall be six.  By vote of a majority of  the  entire
board  of directors, the number of directors fixed by the charter
or  by  these by-laws may be increased or decreased from time  to
time to not exceeding fifteen nor less than three, but the tenure
of  office of a director shall not be affected by any increase in
the number of directors so made by this board."

     The following Amendment to the Registrant's By-Laws was duly
adopted  by Unanimous Consent of the Board of Directors on  April
25, 1984.


"RESOLVED,  that  Section 1, Article 11 of the  By-Laws  of  this
Corporation  be  and  the  same are hereby  amended  to  read  as
follows:

Section  1.  Number.  The number of directors of the  Corporation
shall  be  five.   By vote of a majority of the entire  board  of
directors, the number of directors fixed by the charter or by the
by-laws  may be increased or decreased from time to time  to  not
exceed fifteen nor less than three, but the tenure of office of a
director  shall not be affected by any increase in the number  of
directors so made by this board."