AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 15, 2013
		SECURITIES ACT FILE NO. 002-85030
		INVESTMENT COMPANY ACT FILE NO. 811-03851
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933:				[X]
Pre-Effective Amendment No.				[  ]
Post-Effective Amendment No. 51				[X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940:				[X]
		Amendment No. 51		[X]
(Check Appropriate Box or Boxes)
NICHOLAS II, INC.
(Exact Name of Registrant as Specified in Charter)
		700 North Water Street
		Milwaukee, WI	53202
		(Address of Principal Executive Offices)	(Zip Code)
Registrant's Telephone Number, Including Area Code (414) 272-4650
Jeffrey T. May, Senior Vice President
Nicholas II, Inc.
700 North Water Street, Suite 1010
Milwaukee, WI 53202
(Name and Address of Agent for Service)
WITH A COPY TO:
K. Thor Lundgren, Esq.
Jason T. Thompson, Esq.
Michael Best & Friedrich LLP
100 East Wisconsin Avenue, Suite 3300
Milwaukee, WI 53202
It is proposed that this filing will become effective (check appropriate box):
[  x  ]		Immediately upon filing pursuant to paragraph (b) of Rule 485.
[	]	On (date) pursuant to paragraph (b) of Rule 485.
[	]	60 days after filing pursuant to paragraph (a)(1) of Rule 485.
[	]	On (date) pursuant to paragraph (a)(1) of Rule 485.
[	]	75 days after filing pursuant to paragraph (a)(2) of Rule 485.
[	]	On (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[	]	This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, each as amended, the Registrant certifies that it meets all of the requirements for effectiveness of the registration statement under Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Registration Statement to be signed below on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee and State of Wisconsin, on the 15^th day of February, 2013.

Nicholas II, Inc.
By:	/s/ Jeffrey T. May
	Jeffrey T. May, Senior Vice President, Secretary,
	Treasurer and Principal
	Financial and Accounting Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 15^th day of February, 2013.

/s/	David O. Nicholas*	President (Chief Executive
	David O. Nicholas	Officer), and Director
/s/	Robert H. Bock*	Director
	Robert H. Bock
/s/	Jay H. Robertson*	Director
	Jay H. Robertson
/s/	Timothy P. Reiland*	Director
	Timothy P. Reiland
* By: /s/ Jeffrey T. May
	Jeffrey T. May,
	Attorney-in-Fact pursuant to
	Power of Attorney previously filed.

EXHIBIT INDEX

Exhibit	Exhibit No.
XBRL Instance Document	EX-101.INS
XBRL Taxonomy Extension Schema Document	EX-101.SCH
XBRL Taxonomy Extension Calculation Linkbase	EX-101.CAL
XBRL Taxonomy Extension Definition Linkbase	EX-101.DEF
XBRL Taxonomy Extension Labels Linkbase	EX-101.LAB
XBRL Taxonomy Extension Presentation Linkbase	EX-101.PRE