TWENTIETH CENTURY INVESTORS INC, 485APOS, 1996-06-14

TWENTIETH CENTURY INVESTORS INC
485APOS, 1996-06-14

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As filed with the Securities and Exchange Commission on June 14, 1996

1933 Act File No. 2-14213; 1940 Act File No. 811-0816
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _X__

Pre-Effective Amendment No.____ ____

Post-Effective Amendment No._75 _X__

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 _X__

Amendment No._75_

(check appropriate box or boxes.)

TWENTIETH CENTURY INVESTORS, INC.
---------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

Twentieth Century Tower, 4500 Main Street, Kansas City, MO 64111
----------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: 816-531-5575

James E. Stowers III
Twentieth Century Tower, 4500 Main Street, Kansas City, MO 64111
----------------------------------------------------------------
(Name and address of Agent for service)

Approximate Date of Proposed Public Offering: September 3, 1996

It is proposed that this filing will become effective (check appropriate box)

____ 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) 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
_X__ on September 3, 1996 pursuant to paragraph (a)(2) of Rule 485

The Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1933 pursuant to Rule 24f-2. The Rule 24f-2 notice for the
fiscal year ending October 31, 1995, was filed on November 14, 1995.

<PAGE>
================================================================================
CROSS REFERENCE SHEET
- --------------------------------------------------------------------------------
ITEM PAGE
NO. NO.
- -------------------------------------------------------------------------------
Growth
Funds
Part A. Prospectus
- -------------------------------------------------------------------------------
1. Cover Page Cover Page
2. Synopsis 4
3. Condensed Financial Information 5-9
4. General Description of Registrant 10-15, 29-30

5. Management of the Fund 27-29
5A. Management's Discussion of Fund Performance 5
6. Capital Stock and Other Securities 19-20,
25-27, 29-30
7. Purchase of Securities Being Offered 17-18, 24, 29-30
8. Redemption or Repurchase 19-20
9. Pending Legal Proceedings N/A
- --------------------------------------------------------------------------------
Part B. - Statement of Additional Information
- --------------------------------------------------------------------------------
10. Cover Page Cover Page
11. Table of Contents Cover Page
12. General Information N/A
13. Investment Objectives and Policies 2-15
14. Management of the Fund 15-20
15. Control Persons and Principal Holders of
Securities 20
16. Investment Advisory and Other Services 18-23
17. Brokerage Allocation 23-24
18. Capital Stock and Other Securities 20
19. Purchase, Redemptions and Pricing of
Securities Being Offered N/A
20. Tax Status N/A
21. Underwriters N/A
22. Calculation of Performance Data 24-26
23. Financial Statements 27
================================================================================

<PAGE>
TWENTIETH CENTURY
INVESTORS, INC.

GROWTH FUNDS
RETAIL CLASS PROSPECTUS

SEPTEMBER 3,
1996

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Twentieth Century Investors, Inc. is a member of the Twentieth Century
family of funds, a family that includes 68 no-load mutual funds covering a
variety of investment opportunities. Five of the funds that invest primarily in
equity securities are described in this prospectus. Their investment objectives
are listed on the inside cover of this prospectus. The other funds are described
in separate prospectuses.

NO-LOAD MUTUAL FUNDS

Twentieth Century offers retail investors a full line of "no-load" funds,
investments that have no sales charges or commissions. There is no minimum
investment requirement for any of the funds described in this prospectus.
However, if the value of the shares held in any one fund account is less than
$2,500 ($1,000 for IRA and UGMA/UTMA accounts), you must establish an automatic
investment program of $50 or more per month in each such account. (See
"Automatic Investment Plan," page 18 and "Automatic Redemption of Shares," page
20).

This prospectus gives you information about the funds that you should know
before investing. You should read this prospectus carefully and retain it for
future reference. Additional information is included in the Statement of
Additional Information dated September 3, 1996, and filed with the Securities
and Exchange Commission. It is incorporated in this prospectus by reference. To
obtain a copy without charge, call or write:

Twentieth Century Mutual Funds
4500 Main Street o P.O. Box 419200
Kansas City, MO 64141-6200
1-800-345-2021

Local and international calls:
816-531-5575

Telecommunications device for the deaf:
1-800-634-4113

In Missouri:
816-753-1865

The Internet address for Twentieth Century is:
http://www.twentieth-century.com

- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE>

INVESTMENT OBJECTIVES OF THE FUNDS
- --------------------------------------------------------------------------------
SELECT INVESTORS
HERITAGE INVESTORS

seek capital growth. The funds intend to pursue their investment objectives by
investing primarily in common stocks of companies that are considered by
management to have better-than-average prospects for appreciation. As a matter
of fundamental policy, 80% of the assets of Select Investors and of Heritage
Investors must be invested in securities of companies that have a record of
paying dividends or have committed themselves to the payment of regular
dividends, or otherwise produce income.

GROWTH INVESTORS
ULTRA INVESTORS
VISTA INVESTORS

seek capital growth. The funds intend to pursue their investment objectives by
investing primarily in common stocks that are considered by management to have
better-than-average prospects for appreciation.

There is no assurance that the funds will achieve their respective investment
objectives.
- --------------------------------------------------------------------------------

NO PERSON IS AUTHORIZED BY THE FUNDS TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN MATERIAL ISSUED BY OR FOR THE FUNDS, AND YOU SHOULD NOT RELY ON ANY
OTHER INFORMATION OR REPRESENTATION.

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

TRANSACTION AND OPERATING EXPENSE TABLE ............................. 4
FINANCIAL HIGHLIGHTS ................................................ 5

INFORMATION REGARDING THE FUNDS

INFORMATION ABOUT INVESTMENT
POLICIES OF THE FUNDS ............................................. 10
Growth Equity Funds ............................................... 10
Select and Heritage Investors ..................................... 10
Growth, Ultra and Vista Investors ................................. 10
OTHER INVESTMENT PRACTICES .......................................... 11
Foreign Securities ................................................ 11
Forward Currency Exchange Contracts ............................... 11
Portfolio Turnover ................................................ 12
Repurchase Agreements ............................................. 13
Derivative Securities ............................................. 13
Portfolio Lending ................................................. 14
When-Issued Securities ............................................ 14
Rule 144A Securities .............................................. 14
Short Sales ....................................................... 15
PERFORMANCE ADVERTISING ............................................. 15

HOW TO INVEST WITH TWENTIETH CENTURY

HOW TO OPEN AN ACCOUNT .............................................. 17
By Mail ........................................................... 17
By Wire ........................................................... 17
By Exchange ....................................................... 17
In Person ......................................................... 17
Subsequent Investments ............................................ 18
By Mail ........................................................... 18
By Telephone ...................................................... 18
By Wire ........................................................... 18
In Person ......................................................... 18
Automatic Investment Plan ......................................... 18
HOW TO EXCHANGE FROM ONE
ACCOUNT TO ANOTHER ................................................ 18
By Mail ........................................................... 18
By Telephone ...................................................... 18
HOW TO REDEEM SHARES ................................................ 19
By Telephone ...................................................... 19
By Mail ........................................................... 19
By Check-A-Month .................................................. 19
Other Automatic Redemptions ....................................... 19
Redemption Proceeds ............................................... 19
By Check .......................................................... 19
By Wire and ACH ................................................... 19
Special Requirements for
Large Redemptions ............................................... 19
Automatic Redemption of Shares .................................... 20
SIGNATURE GUARANTEE ................................................. 20
SPECIAL SHAREHOLDER SERVICES ........................................ 20
Automated Information Line ........................................ 20
Open Order Service ................................................ 21
Tax-Qualified Retirement Plans .................................... 21
Important Policies Regarding
Your Investments ................................................ 21
REPORTS TO SHAREHOLDERS ............................................. 22
EMPLOYER-SPONSORED RETIREMENT PLANS AND
INSTITUTIONAL ACCOUNTS ............................................ 22

ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE ......................................................... 24
When Share Price Is Determined .................................... 24
How Share Price Is Determined ..................................... 24
Where to Find Information
About Share Price ............................................... 25
DISTRIBUTIONS ....................................................... 25
TAXES ............................................................... 26
Tax-Deferred Accounts ............................................. 26
Taxable Accounts .................................................. 26
MANAGEMENT .......................................................... 27
Investment Management ............................................. 27
Code of Ethics .................................................... 28
Transfer and Administrative Services .............................. 28
Distribution of Fund Shares ....................................... 29
FURTHER INFORMATION
ABOUT TWENTIETH CENTURY ........................................... 29

TRANSACTION AND OPERATING EXPENSE TABLE
- --------------------------------------------------------------------------------

Applicable to
Select, Heritage,
SHAREHOLDER TRANSACTION EXPENSES: Growth, Ultra and
Vista

Maximum Sales Load Imposed on Purchases none
Maximum Sales Load Imposed on Reinvested Dividends none
Deferred Sales Load none
Redemption Fee(1) none
Exchange Fee none

ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets):

Management Fees 1.00%
12b-1 Fees none
Other Expenses(2) 0.00%
Total Fund Operating Expenses 1.00%

Example

You would pay the following expenses on a $1,000 1 year $10
investment, assuming (1) a 5% annual return and 3 years 32
(2) redemption at the end of each time period: 5 years 55
10 years 122

(1) Redemption proceeds sent by wire are subject to a $10 processing fee.

(2) Other expenses, the fees and expenses of those directors who are not
"interested persons" as defined in the Investment Company Act, were 0.0014
of 1% of average net assets for the most recent fiscal year.

The purpose of this table is to help you understand the various costs and
expenses that you, as a shareholder, will bear directly or indirectly in
connection with an investment in the class of shares of the funds offered by
this prospectus. The example set forth above assumes reinvestment of all
dividends and distributions and uses a 5% annual rate of return as required by
Securities and Exchange Commission regulations.

NEITHER THE 5% RATE OF RETURN NOR THE EXPENSES SHOWN ABOVE SHOULD BE
CONSIDERED INDICATIONS OF PAST OR FUTURE RETURNS AND EXPENSES. ACTUAL RETURNS
AND EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

The shares offered by this prospectus are retail class shares and have no
up-front or deferred sales charges, commissions, or 12b -1 fees. The funds offer
three other classes of shares, primarily to institutional investors, that have
different fee structures than the retail class, resulting in different
performance for the other classes. For additional information about the various
classes, see "Further Information About Twentieth Century," page 29.

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FINANCIAL HIGHLIGHTS--SELECT INVESTORS
(For a Share Outstanding Throughout the Period)

The Financial Highlights for each of the periods presented (except at
noted) have been audited by Baird, Kurtz & Dobson, independent certified public
accountants, whose report thereon appears in the corporation's annual report,
which is incorporated by reference to the statement of additional information.
The annual report contains additional performance information and will be made
available upon request and without charge.

<TABLE>
<CAPTION>
Years ended October 31 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD...........$37.67 $45.76 $39.18 $40.79 $34.19 $35.98 $27.85 $32.69 $35.40 $26.48
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income (Loss).................. .33(1) .40 .46 .53 .63 .62 1.10 .64 .33 .43

Net Realized
and Unrealized
Gains (Losses)................. 4.68 (3.59) 7.94 .34 8.17 (1.29) 7.74 1.37 .80 9.01
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total from
Investment Operations.......... 5.01 (3.19) 8.40 .87 8.80 (.67) 8.84 2.01 1.13 9.44
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
DISTRIBUTIONS

From Net
Investment Income..............(.281) (.432) (.495) (.653) (.652) (1.116) (.707) (.481) (.380) (.515)

From Net Realized
Gains on Investment
Transactions..................(2.750) (4.466) (1.313) (1.823) (1.551) -- -- (6.367) (3.462) --

In Excess of Net
Realized Gains.................(.125) -- (.016) -- -- -- -- -- -- --
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Distributions...........(3.156) (4.898) (1.824) (2.476) (2.203) (1.116) (.707) (6.848) (3.842) (.515)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET ASSET VALUE,
END OF PERIOD.................$39.52 $37.67 $45.76 $39.18 $40.79 $34.19 $35.98 $27.85 $32.69 $35.40
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
TOTAL RETURN(2)............... 15.02% (7.37%) 22.20% 1.76% 27.05% (2.03%) 32.59% 7.31% 3.47% 36.13%

RATIOS/SUPPLEMENTAL DATA

Ratio of Expenses to
Average Net Assets............. 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.01%

Ratio of Net Investment
Income to Average
Net Assets..................... .9% 1.0% 1.1% 1.4% 1.7% 1.8% 3.4% 2.2% 1.1% 1.6%

Portfolio Turnover Rate........ 106% 126% 82% 95% 84% 83% 93% 140% 123% 85%

Average Commission
Paid per Share Traded..........$.046 -- -- -- -- -- -- -- -- --

Net Assets, End
of Period (in millions).......$4,008 $4,278 $5,160 $4,534 $4,163 $2,953 $2,721 $2,367 $2,417 $1,978

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</TABLE>

(1) Computed using average shares outstanding throughout the period.

(2) Total returns for periods less than one year are not annualized. Total
return assumes reinvestment of dividends and capital gains distributions,
if any.

Years ended October 31 Nov. 1, 1987
---------------------- (inception) through
1995 1994 1993 1992 1991 1990 1989 Oct. 31, 1988
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD......$10.32 $11.03 $9.30 $8.59 $6.55 $8.15 $6.21 $5.00
----- ----- ----- ----- ----- ----- ----- -----
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income (Loss)............ .05(1) .07 .07 .10 .11 .10 .08 .06

Net Realized
and Unrealized
Gains (Losses)........... 1.96 (.21) 2.43 .72 2.04 (.94) 1.93 1.16
----- ----- ----- ----- ----- ----- ----- -----
Total from
Investment Operations.... 2.01 (.14) 2.50 .82 2.15 (.84) 2.01 1.22
----- ----- ----- ----- ----- ----- ----- -----
DISTRIBUTIONS

From Net
Investment Income........ (.033) (.068) (.093) (.113) (.110) (.065) (.066) (.013)

In Excess of Net
Investment Income

From Net Realized
Gains on Investment
Transactions............. (.514) (.500) (.679) -- -- (.691) -- --

In Excess of Net
Realized Gains........... (.030) (.006) -- -- -- -- -- --
----- ----- ----- ----- ----- ----- ----- -----
Total Distributions...... (.577) (.574) (.772) (.113) (.110) (.756) (.066) (.013)
----- ----- ----- ----- ----- ----- ----- -----
NET ASSET VALUE,
END OF PERIOD............$11.75 $10.32 $11.03 $9.30 $8.59 $6.55 $8.15 $6.21
----- ----- ----- ----- ----- ----- ----- -----
TOTAL RETURN(2).......... 21.04% (1.13%) 28.64% 9.65% 33.25% (11.62%) 32.65% 25.75%

RATIOS/SUPPLEMENTAL DATA

Ratio of Expenses to
Average Net Assets....... .99% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%(3)

Ratio of Net Investment
Income to Average
Net Assets............... .5% .7% .7% 1.1% 1.5% 1.6% 1.3% 1.4%(3)

Portfolio Turnover Rate.. 121% 136% 116% 119% 146% 127% 159% 130%(3)

Average Commission
Paid per Share Traded.... $.042 -- -- -- -- -- -- --

Net Assets, End
of Period (in millions)..$1,008 $897 $702 $369 $269 $199 $117 $55

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</TABLE>

(1) Computed using average shares outstanding throughout the period.

(2) Total returns for periods less than one year are not annualized. Total
return assumes reinvestment of dividends and capital gains distributions,
if any.

(3) Annualized

Years ended October 31 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD ..........$22.99 $25.27 $23.64 $22.32 $14.81 $17.44 $12.54 $15.62 $19.47 $14.16
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income (Loss).................. .08(1) .06 .06 (.02) .04 .09 .08 .30 .01 .12

Net Realized
and Unrealized
Gains (Losses)................. 4.08 .48 1.94 1.35 8.47 (2.05) 5.14 .13 1.30 5.37
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total from
Investment Operations.......... 4.16 .54 2.00 1.33 8.51 (1.96) 5.22 .43 1.31 5.49
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
DISTRIBUTIONS

From Net
Investment Income..............(.051) (.056) -- (.013) (.111) (.079) (.320) (.046) (.086) (.182)

In Excess of Net
Investment Income

From Net Realized
Gains on Investment
Transactions..................(3.183) (2.764) (.353) -- (.891) (.592) -- (3.460) (5.076) --

In Excess of Net
Realized Gains................ (.040) (.002) (.013) -- -- -- -- -- -- --
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Distributions...........(3.274) (2.822) (.366) (.013) (1.002) (.671) (.320) (3.506) (5.162) (.182)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET ASSET VALUE,
END OF PERIOD.................$23.88 $22.99 $25.27 $23.64 $22.32 $14.81 $17.44 $12.54 $15.62 $19.47
------ ------ ------ ------ ------ ------ ------ ------ ------ ------

TOTAL RETURN(2)................22.31% 2.66% 8.48% 5.96% 60.64% (11.72%) 42.74% 3.18% 9.32% 39.09%

RATIOS/SUPPLEMENTAL DATA

Ratio of Expenses to
Average Net Assets............. 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.01%

Ratio of Net Investment
Income to Average
Net Assets..................... .4% .3% .2% (.1%) .2% .6% .5% 2.4% .2% .6%

Portfolio Turnover Rate........ 141% 100% 94% 53% 69% 118% 98% 143% 114% 105%

Average Commission
Paid per Share Traded..........$.040 -- -- -- -- -- -- -- -- --

Net Assets, End
of Period (in millions).......$5,129 $4,363 $4,641 $4,472 $3,193 $1,697 $1,597 $1,229 $1,188 $965

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Computed using average shares outstanding throughout the period.

(2) Total returns for periods less than one year are not annualized. Total
return assumes reinvestment of dividends and capital gains distributions,
if any.

Years ended October 31 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD...........$21.16 $21.61 $15.46 $15.53 $7.73 $9.63 $6.86 $8.76 $9.06 $7.13
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income (Loss)................. (.07)(1)(.03) (.09) (.05) (.03) (.03) .19 (.02) (.07) .00

Net Realized
and Unrealized
Gains (Losses)................ 7.58 (.42) 6.24 (.02) 7.86 (.73) 2.58 1.38 (.22) 1.94
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total from
Investment Operations......... 7.51 (.45) 6.15 (.07) 7.83 (.76) 2.77 1.36 (.29) 1.94
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
DISTRIBUTIONS

From Net
Investment Income............. -- -- -- -- -- (.196) -- -- (.007) (.010)

In Excess of Net
Investment Income

From Net Realized
Gains on Investment
Transactions.................. (.645) -- -- -- (.028) (.947) -- (3.258) -- --

In Excess of Net
Realized Gains................ -- -- -- -- -- -- -- -- -- --
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total Distributions........... (.645) -- -- -- (.028) (1.143) -- (3.258) (.007) (.010)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
NET ASSET VALUE,
END OF PERIOD.................$28.03 $21.16 $21.61 $15.46 $15.53 $7.73 $9.63 $6.86 $8.76 $9.06
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
TOTAL RETURN(2)............... 36.89% (2.08%) 39.78% (.45%) 101.51% (9.02%) 40.37% 19.52% (3.23%) 27.22%

RATIOS/SUPPLEMENTAL DATA

Ratio of Expenses to
Average Net Assets............ 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.01%

Ratio of Net Investment
Income to Average
Net Assets.................... (.3%) (.1%) (.6%) (.4%) (.5%) (.3%) 2.2% (.3%) (.5%) --

Portfolio Turnover Rate....... 87% 78% 53% 59% 42% 141% 132% 140% 137% 99%

Average Commission
Paid per Share Traded......... $.033 -- -- -- -- -- -- -- -- --

Net Assets, End
of Period (in millions)......$14,376 $10,344 $8,037 $4,275 $2,148 $330 $347 $258 $236 $315

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Computed using average shares outstanding throughout the period.

(2) Total returns for periods less than one year are not annualized. Total
return assumes reinvestment of dividends and capital gains distributions,
if any.

Years ended October 31 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD...........$10.94 $12.24 $11.01 $10.53 $6.28 $8.74 $5.91 $5.73 $6.88 $4.68
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income (Loss).................. (.08)(1)(.08) (.07) (.04) (.02) (.01) (.03) .01 (.05) (.02)

Net Realized
and Unrealized
Gains (Losses)................. 4.90 .45 1.95 .52 4.27 (1.76) 2.87 .63 (.45) 2.22
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total from
Investment Operations.......... 4.82 .37 1.88 .48 4.25 (1.77) 2.84 .64 (.50) 2.20
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
DISTRIBUTIONS

From Net
Investment Income.............. -- -- -- -- -- -- (.012) -- -- --

In Excess of Net
Investment Income

From Net Realized
Gains on Investment
Transactions...................(.300) (1.663) (.641) -- -- (.693) -- (.462) (.651) --

In Excess of Net
Realized Gains................. -- (.012) (.006) -- -- -- -- -- -- --
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total Distributions............ (.30) (1.675) (.647) -- -- (.693) (.012) (.462) (.651) --
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
NET ASSET VALUE,
END OF PERIOD.................$15.73 $10.94 $12.24 $11.01 $10.53 $6.28 $8.74 $5.91 $5.73 $6.88
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
TOTAL RETURN(2)............... 44.20% 4.16% 17.71% 4.55% 67.67% (22.17%) 48.19% 11.41% (7.70%) 47.00%

RATIOS/SUPPLEMENTAL DATA

Ratio of Expenses to
Average Net Assets............. .98% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.01%

Ratio of Net Investment
Income to Average
Net Assets..................... (.6%) (.8%) (.6%) (.4%) (.3%) (.1%) (.4%) .2% (.7%) (.3%)

Portfolio Turnover Rate........ 89% 111% 133% 87% 92% 103% 125% 145% 123% 121%

Average Commission
Paid per Share Traded..........$.033 -- -- -- -- -- -- -- -- --

Net Assets, End
of Period (in millions).......$1,676 $792 $847 $830 $622 $341 $264 $206 $187 $160

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Computed using average shares outstanding throughout the period.

(2) Total returns for periods less than one year are not annualized. Total
return assumes reinvestment of dividends and capital gains distributions,
if any.

INFORMATION REGARDING THE FUNDS
- --------------------------------------------------------------------------------

INFORMATION ABOUT INVESTMENT
POLICIES OF THE FUNDS

The funds have adopted certain investment restrictions that are set forth
in the statement of additional information. Those restrictions, as well as the
investment objectives of the funds identified on the inside front cover page of
this prospectus, and any other investment policies designated as "fundamental"
in this prospectus or in the statement of additional information, cannot be
changed without shareholder approval. The funds have implemented additional
investment policies and practices to guide their activities in the pursuit of
their respective investment objectives. These policies and practices, which are
described throughout this prospectus, are not designated as fundamental policies
and may be changed without shareholder approval.

GROWTH EQUITY FUNDS

All of the equity funds offered by this prospectus seek capital growth by
investing in securities, primarily common stocks, that meet certain fundamental
and technical standards of selection (relating primarily to earnings and
revenues acceleration) and have, in the opinion of the funds' manager,
better-than-average potential for appreciation. So long as a sufficient number
of such securities are available, the manager intends to keep the funds fully
invested in these securities regardless of the movement of stock prices
generally. In most circumstances, the funds' actual level of cash and cash
equivalents will fluctuate between 0% and 10% of total assets with 90% to 100%
of its assets committed to equity and equity equivalent investments. The funds
may purchase securities only of companies that have a record of at least three
years continuous operation.

SELECT INVESTORS, HERITAGE INVESTORS

Securities of companies chosen for Select and Heritage Investors are chosen
primarily for their growth potential. Additionally, as a matter of fundamental
policy 80% of the assets of Select Investors and of Heritage Investors must be
invested in securities of companies that have a record of paying dividends, or
have committed themselves to the payment of regular dividends, or otherwise
produce income. The remaining 20% of fund assets may be invested in any
otherwise permissible securities that the manager believes will contribute to
the funds' stated investment objectives. The income payments of equity
securities are only a secondary consideration; therefore, the income return that
Select and Heritage provide may not be significant. Otherwise, Select and
Heritage follow the same investment techniques described below for Growth, Ultra
and Vista.

Since Select is one of our larger funds and Heritage is substantially
smaller, Select will invest in shares of larger companies with larger share
trading volume, and Heritage will tend to invest in smaller companies with
smaller share trading volume. However, the two funds are not mutually exclusive,
and a given security may be owned by both funds. For the reasons stated below
under the caption "Growth Investors, Ultra Investors and Vista Investors" below,
it should be expected that Heritage will be more volatile and subject to greater
short-term risk and long-term opportunity than Select.

Because of its size, and because it invests primarily in securities that
pay dividends or are committed to the payment of dividends, Select may be
expected to be the least volatile of the funds described in this prospectus.

GROWTH INVESTORS, ULTRA INVESTORS
AND VISTA INVESTORS

Management selects, for the portfolios of Growth, Ultra and Vista,
securities of companies whose earnings and revenue trends meet management's
standards of selection.

Growth, generally invests in large, established companies. Ultra generally
invests in medium to large size companies, while Vista

invests in medium-sized and smaller companies. As of February 1, 1996, the size
of the companies (as reflected by their capitalizations) held by the funds is as
follows:

Median Capitalization
of Companies Held
- --------------------------------------------------------------------------------
Growth Investors $5,076,231,000
Ultra Investors $3,542,263,000
Vista Investors $ 871,313,000
- --------------------------------------------------------------------------------

The median capitalization of the companies in a given fund may change over
time. In addition, the criteria outlined above are not mutually exclusive, and a
given security may be owned by more than one of the funds.

The size of companies in which a fund invests tends to give each fund its
own characteristics of volatility and risk. These differences come about because
developments such as new or improved products or methods, which would be
relatively insignificant to a large company, may have a substantial impact on
the earnings and revenues of a small company and create a greater demand and a
higher value for its shares. However, a new product failure which could readily
be absorbed by a large company can cause a rapid decline in the value of the
shares of a smaller company. Hence, it could be expected that funds investing in
smaller companies would be more volatile than funds investing in larger
companies.

OTHER INVESTMENT PRACTICES

For additional information, see "Additional Investment Restrictions" in the
Statement of Additional Information.

FOREIGN SECURITIES

Each of the funds may invest an unlimited amount of its assets in the
securities of foreign issuers, primarily from developed markets, when these
securities meet its standards of selection. The funds may make such investments
either directly in foreign securities, or by purchasing Depositary Receipts
("DRs") for foreign securities. DRs are securities listed on exchanges or quoted
in the over-the-counter market in one country but represent the shares of
issuers domiciled in other countries. DRs may be sponsored or unsponsored.
Direct investments in foreign securities may be made either on foreign
securities exchanges or in the over-the-counter markets.

Subject to their individual investment objectives and policies, the funds
may invest in common stocks, convertible securities, preferred stocks, bonds,
notes and other debt securities of foreign issuers, and debt securities of
foreign governments and their agencies. The funds will limit their purchase of
debt securities to investment grade obligations.

Investments in foreign securities may present certain risks, including
those resulting from fluctuations in currency exchange rates, future political
and economic developments, reduced availability of public information concerning
issuers, and the fact that foreign issuers are not generally subject to uniform
accounting, auditing and financial reporting standards or to other regulatory
practices and requirements comparable to those applicable to domestic issuers.

FORWARD CURRENCY
EXCHANGE CONTRACTS

Some of the foreign securities held by the funds may be denominated in
foreign currencies. Other securities, such as DRs, may be denominated in U.S.
dollars, but have a value that is dependent on the performance of a foreign
security, as valued in the currency of its home country. As a result, the value
of the funds' portfolios may be affected by changes in the exchange rates
between foreign currencies and the dollar, as well as by changes in the market
values of the securities themselves. The performance of foreign currencies
relative to the dollar may be a factor in the overall performance of the funds.

To protect against adverse movements in ex-change rates between currencies,
the funds may, for hedging purposes only, enter into forward currency exchange
contracts. A forward currency exchange contract obligates the fund to purchase
or sell a specific currency at a future date at a specific price.

A fund may elect to enter into a forward currency exchange contract with
respect to a specific purchase or sale of a security, or with respect to the
fund's portfolio positions generally.

By entering into a forward currency exchange contract with respect to the
specific purchase or sale of a security denominated in a foreign currency, a
fund can "lock in" an exchange rate between the trade and settlement dates for
that purchase or sale. This practice is sometimes referred to as "transaction
hedging." Each fund may enter into transaction hedging contracts with respect to
all or a substantial portion of its foreign securities trades.

When the manager believes that a particular currency may decline in value
compared to the dollar, a fund may enter into forward currency exchange
contracts to sell the value of some or all of the fund's portfolio securities
either denominated in, or whose value is tied to, that currency. This practice
is sometimes referred to as "portfolio hedging." A fund may not enter into a
portfolio hedging transaction where it would be obligated to deliver an amount
of foreign currency in excess of the aggregate value of its portfolio securities
or other assets denominated in, or whose value is tied to, that currency.

Each fund will make use of the portfolio hedging to the extent deemed
appropriate by the manager. However, it is anticipated that a fund will enter
into portfolio hedges much less frequently than transaction hedges.

If a fund enters into a forward contract, the fund, when required, will
instruct its custodian bank to segregate cash or liquid high-grade securities in
a separate account in an amount sufficient to cover its obligation under the
contract. Those assets will be valued at market daily, and if the value of the
segregated securities declines, additional cash or securities will be added so
that the value of the account is not less than the amount of the fund's
commitment. At any given time, no more than 10% of a fund's assets will be
committed to a segregated account in connection with portfolio hedging
transactions.

Predicting the relative future values of currencies is very difficult, and
there is no assurance that any attempt to protect a fund against adverse
currency movements through the use of forward currency exchange contracts will
be successful. In addition, the use of forward currency exchange contracts tends
to limit the potential gains that might result from a positive change in the
relationships between the foreign currency and the U.S. dollar.

PORTFOLIO TURNOVER

The total portfolio turnover rates of the funds are shown in the Financial
Highlights table on pages 5-9 of this prospectus.

Investment decisions to purchase and sell securities are based on the
anticipated contribution of the security in question to a fund's objectives. The
rate of portfolio turnover is irrelevant when management believes a change is in
order to achieve those objectives and accordingly, the annual portfolio turnover
rate cannot be anticipated.

The portfolio turnover of each fund may be higher than other mutual funds
with similar investment objectives. Higher turnover would generate
correspondingly greater brokerage commissions, which is a cost that each fund
pays directly. Portfolio turnover may also affect the character of capital
gains, if any, realized and distributed by a fund since short-term capital gains
are taxable as ordinary income.

REPURCHASE AGREEMENTS

Each fund may invest in repurchase agreements when such transactions
present an attractive short-term return on cash that is not otherwise committed
to the purchase of securities pursuant to the investment policies of that fund.

A repurchase agreement occurs when, at the time the fund purchases an
interest-bearing obligation, the seller (a bank or a broker-dealer registered
under the Securities Exchange Act of 1934) agrees to repurchase it on a
specified date in the future at an agreed-upon price. The repurchase price
reflects an agreed-upon interest rate during the time the fund's money is
invested in the security.

Since the security purchased constitutes security for the repurchase
obligation, a repurchase agreement can be considered a loan collateralized by
the security purchased. The fund's risk is the ability of the seller to pay the
agreed-upon repurchase price on the repurchase date. If the seller defaults, the
fund may incur costs in disposing of the collateral, which would reduce the
amount realized thereon. If the seller seeks relief under the bankruptcy laws,
the disposition of the collateral may be delayed or limited. To the extent the
value of the security decreases, the fund could experience a loss.

The funds will limit repurchase agreement transactions to securities issued
by the United States government, its agencies and instrumentalities, and will
enter into such transactions with those banks and securities dealers who are
deemed creditworthy pursuant to criteria adopted by the funds' board of
directors.

No fund will invest more than 15% of its assets in repurchase agreements
maturing in more than seven days.

DERIVATIVE SECURITIES

To the extent permitted by its investment objectives and policies, each of
the funds may invest in securities that are commonly referred to as "derivative"
securities. Generally, a derivative is a financial arrangement the value of
which is based on, or "derived" from, a traditional security, asset, or market
index. Certain derivative securities are more accurately described as
"index/structured" securities. Index/structured securities are derivative
securities whose value or performance is linked to other equity securities (such
as depositary receipts), currencies, interest rates, indices or other financial
indicators ("reference indices").

Some "derivatives" such as mortgage-related and other asset-backed
securities are in many respects like any other investment, although they may be
more volatile or less liquid than more traditional debt securities.

There are many different types of derivatives and many different ways to
use them. Futures and options are commonly used for traditional hedging purposes
to attempt to protect a fund from exposure to changing interest rates,
securities prices, or currency exchange rates and for cash management purposes
as a low-cost method of gaining exposure to a particular securities market
without investing directly in those securities.

No fund may invest in a derivative security unless the reference index or
the instrument to which it relates is an eligible investment for the fund. For
example, a security whose underlying value is linked to the price of oil would
not be a permissible investment since the funds may not invest in oil and gas
leases or futures.

The return on a derivative security may increase or decrease, depending
upon changes in the reference index or instrument to which it relates.

There are a range of risks associated with derivative investments,
including:

o the risk that the underlying security, interest rate, market index or
other financial asset will not move in the direction the portfolio
manager anticipates;

o the possibility that there may be no liquid secondary market, or the
possibility that price fluctuation limits may be imposed by the exchange,
either of which may make it difficult or impossible to close out a
position when desired;

o the risk that adverse price movements in an instrument can result in a
loss substantially greater than a fund's initial investment; and

o the risk that the counterparty will fail to perform its obligations.

The board of directors has approved the manager's policy regarding
investments in derivative securities. That policy specifies factors that must be
considered in connection with a purchase of derivative securities. The policy
also establishes a committee that must review certain proposed purchases before
the purchases can be made. The manager will report on fund activity in
derivative securities to the board of directors as necessary. In addition, the
board will review the manager's policy for investments in derivative securities
annually.

PORTFOLIO LENDING

In order to realize additional income, each fund may lend its portfolio
securities to persons not affiliated with it and who are deemed to be
creditworthy. Such loans must be secured continuously by cash collateral
maintained on a current basis in an amount at least equal to the market value of
the securities loaned, or by irrevocable letters of credit. During the existence
of the loan, the fund must continue to receive the equivalent of the interest
and dividends paid by the issuer on the securities loaned and interest on the
investment of the collateral. The fund must have the right to call the loan and
obtain the securities loaned at any time on five days' notice, including the
right to call the loan to enable the fund to vote the securities. Such loans may
not exceed one-third of the fund's net assets taken at market. Interest on
loaned securities may not exceed 10% of the annual gross income of the fund
(without offset for realized capital gains). The portfolio lending policy
described in this paragraph is a fundamental policy that may be changed only by
a vote of a majority of fund shareholders.

WHEN-ISSUED SECURITIES

Each of the funds may sometimes purchase new issues of securities on a
when-issued basis without limit when, in the opinion of the manager, such
purchases will further the investment objectives of the fund. The price of
when-issued securities is established at the time commitment to purchase is
made. Delivery of and payment for these securities typically occur 15 to 45 days
after the commitment to purchase. Market rates of interest on debt securities at
the time of delivery may be higher or lower than those contracted for on the
when-issued security. Accordingly, the value of such security may decline prior
to delivery, which could result in a loss to the fund. A separate account for
each fund consisting of cash or high-quality liquid debt securities in an amount
at least equal to the when-issued commitments will be established and maintained
with the custodian. No income will accrue to the fund prior to delivery.

RULE 144A SECURITIES

The funds may, from time to time, purchase Rule 144A securities when they
present attractive investment opportunities that otherwise meet the funds'
criteria for selection. Rule 144A securities are securities that are privately
placed with and traded among qualified institutional buyers rather than the
general public. Although Rule 144A securities are considered "restricted
securities," they are not necessarily illiquid.

liquidity of Rule 144A securities. As allowed by Rule 144A, the board of
directors of the funds has delegated the day-to-day function of determining the
liquidity of Rule 144A securities to the manager. The board retains the
responsibility to monitor the implementation of the guidelines and procedures it
has adopted.

Since the secondary market for such securities is limited to certain
qualified institutional investors, the liquidity of such securities may be
limited accordingly and a fund may, from time to time, hold a Rule 144A security
that is illiquid. In such an event, the funds' manager will consider appropriate
remedies to minimize the effect on such fund's liquidity. No fund may invest
more than 15% of its assets in illiquid securities (securities that may not be
sold within seven days at approximately the price used in determining the net
asset value of fund shares).

SHORT SALES

The funds may engage in short sales if, at the time of the short sale, the
fund owns or has the right to acquire an equal amount of the security being sold
short at no additional cost. These transactions allow a fund to hedge against
price fluctuations by locking in a sale price for securities it does not wish to
sell immediately.

A fund may make a short sale when it wants to sell the security it owns at
a current attractive price, but also wishes to defer recognition of gain or loss
for federal income tax purposes and for purposes of satisfying certain tests
applicable to regulated investment companies under the Internal Revenue Code.

PERFORMANCE ADVERTISING

From time to time, the funds may advertise performance data. Fund
performance may be shown by presenting one or more performance measurements,
including cumulative total return or average annual total return and, yield.
Performance data may be quoted separately for the retail class and for the other
classes.

Cumulative total return data is computed by considering all elements of
return, including reinvestment of dividends and capital gains distributions,
over a stated period of time. Average annual total return is determined by
computing the annual compound return over a stated period of time that would
have produced a fund's cumulative total return over the same period if the
fund's performance had remained constant throughout.

A quotation of yield reflects a fund's income over a stated period
expressed as a percentage of the fund's share price.

Yields are calculated according to accounting methods that are standardized
in accordance with SEC rules for all stock and bond funds. Because yield
accounting methods differ from the methods used for other accounting purposes, a
fund's yield may not equal the income paid on its shares or the income reported
in the fund's financial statements.

The funds may also include in advertisements data comparing performance
with the performance of non-related investment media, published editorial
comments and performance rankings compiled by independent organizations (such as
Lipper Analytical Services or Donoghue's Money Fund Report) and publications
that monitor the performance of mutual funds. Performance information may be
quoted numerically or may be presented in a table, graph or other illustration.
In addition, fund performance may be compared to well-known indices of market
performance including the Standard & Poor's (S&P) 500 Index and the Dow Jones
Industrial Average. Fund performance may also be compared to other funds in our
fund family. It may also be combined or blended with other

funds in our fund family, and that combined or blended performance may be
compared to the same indices to which individual funds may be compared.

All performance information advertised by the funds is historical in nature
and is not intended to represent or guarantee future results. The value of fund
shares when redeemed may be more or less than their original cost.

The funds may also be compared, on a relative basis, to the other funds in
our fund family. This relative comparison, which may be based upon historical or
expected fund performance, volatility or other fund characteristics, may be
presented numerically, graphically or in text.

HOW TO INVEST WITH TWENTIETH CENTURY MUTUAL FUNDS AND THE BENHAM GROUP
- --------------------------------------------------------------------------------
The following section explains how to invest with Twentieth Century Mutual
Funds and The Benham Group, including purchases, redemptions, exchanges and
special services. You will find more detail about doing business with us by
referring to the Shareholder Services Guide that you will receive when you open
an account.

If you own or are considering purchasing fund shares through an
employer-sponsored retirement plan or through a bank, broker-dealer or other
financial intermediary, the following sections may not apply to you. Please read
"Employer-Sponsored Retirement Plans and Institutional Accounts," page 22.

HOW TO OPEN AN ACCOUNT

To open an account, you must complete and sign an application, furnishing
your taxpayer identification number. (You must also certify whether you are
subject to withholding for failing to report income to the IRS.) Investments
received without a certified taxpayer identification number will be returned.

The minimum investment is $2,500 [$1,000 for IRA and Uniform
Gifts/Transfers to Minors Acts ("UGMA/UTMA") accounts]. These minimums will be
waived if you establish an automatic investment plan to your account that is the
equivalent of at least $50 per month. See "Automatic Investment Plan," page 18.

The minimum investment requirements may be different for some types of
retirement accounts. Call one of our Investor Services representatives for
information on our retirement plans, which are available for individual
investors or for those investing through their employers.

Please note: If you register your account as belonging to multiple owners
(e.g., as joint tenants), you must provide us with specific authorization on
your application in order for us to accept written or telephone instructions
from a single owner. Otherwise, all owners will have to agree to any
transactions that involve the account (whether the transaction request is in
writing or over the telephone).

You may invest in the following ways:

BY MAIL

Send a completed application and check or money order payable in U.S.
dollars to Twentieth Century.

BY WIRE

You may make your initial investment by wiring funds. To do so:
(1) Call us or mail a completed application.
(2) Instruct your bank to wire funds to Commerce Bank of Kansas City,
Missouri. ABA routing number 101000019.
(3) Be sure to specify on the wire:
(a) Twentieth Century Mutual Funds
(b) The fund you are buying (and account number, if you have one)
(c) The amount
(d) Your name
(e) Your city and state
(f) Your taxpayer identification number

BY EXCHANGE

Call 800-345-2021 from 7 a.m. to 7 p.m. Central time to get information on
opening an account by exchanging from another Twentieth Century or Benham
account. See page 18 for more information on exchanges.

IN PERSON

If you prefer to work with a representative in person, please visit one of
our Investors Centers, located at:

4500 Main Street
Kansas City, MO 64111
816-340-7050

1665 Charleston Road
Mountain View, CA 94043
415-965-8300

2000 S. Colorado Blvd.
Denver, CO 80222
303-759-8382

SUBSEQUENT INVESTMENTS

Subsequent investments may be made by an automatic bank, payroll or
government direct deposit (see Automatic Investment Plan, this page) or by any
of the methods below. The minimum investment requirement for subsequent
investments: $250 for checks submitted without the remittance portion of a
previous statement or confirmation, $50 for all other types of subsequent
investments.

BY MAIL

When making subsequent investments, enclose your check with the remittance
portion of the confirmation of a previous investment. If the remittance slip is
not available, indicate your name, address and account number on your check or a
separate piece of paper. (Please be aware that the investment minimum for
subsequent purchases is higher without a remit slip).

BY TELEPHONE

Once your account is open, you may make investments by telephone if you
have authorized us (by choosing "Full Services" on your application) to draw on
your bank account. You may call an Investor Services Representative or use our
Automated Information Line.

BY WIRE

You may make subsequent investments by wire. Follow the wire transfer
instructions on page 17 and indicate your account number.

IN PERSON

You may make subsequent investments in person at one of our Investors
Centers. The locations of our three Investors Centers are listed on page 17.

AUTOMATIC INVESTMENT PLAN

You may elect on your application to make investments automatically by
authorizing us to draw on your bank account regularly. Such investments must be
at least the equivalent of $50 per month. You also may choose an automatic
payroll or government direct deposit. If you are establishing a new account,
check the appropriate box under "Automatic Investments" on your application to
receive more information. If you would like to add a direct deposit to an
existing account, please call one of our Investor Services Representatives.

HOW TO EXCHANGE FROM
ONE ACCOUNT TO ANOTHER

As long as you meet any minimum initial investment requirements, you may
exchange your fund shares to our other funds up to six times per year per
account. For any single exchange, the shares of each fund being acquired must
have a value of at least $100. However, we will allow investors to set up an
Automatic Exchange Plan between any two funds in the amount of at least $50 per
month. See our Shareholder Services Guide for further information about
exchanges.

If, in any 90-day period, the total of your exchanges and your redemptions
from any one account exceeds the lesser of $250,000 or 1% or the fund's assets,
further exchanges will be subject to special requirements to comply with our
policy on large redemptions. See "Special Requirements for Large Redemptions,"
page 19.

BY MAIL

You may direct us in writing to exchange your shares from one Twentieth
Century or Benham account to another. For additional information, please see our
Shareholder Services Guide.

BY TELEPHONE

You can make exchanges over the phone (either with an Investor Services
Representative or using our Automated Information Line -- see page 20) if you
have authorized us to accept telephone instructions. You can authorize this by
selecting "Full Services" on your application or by calling us at 800-345-2021
to get the appropriate form.

HOW TO REDEEM SHARES

We will redeem or "buy back" your shares at any time. Redemptions will be
made at the next net asset value determined after a complete redemption request
is received. (For large redemptions, please read "Special Requirements for Large
Redemptions," this page).

Please note that a request to redeem shares in an IRA or 403(b) plan must
be accompanied by an executed IRS Form W4-P and a reason for withdrawal as
specified by the IRS.

BY TELEPHONE

If you have authorized us to accept telephone instructions, you may redeem
your shares by calling an Investor Services Representative.

BY MAIL

Your written instructions to redeem shares may be made either by a
redemption form, which we will send you upon request, or by a letter to us.
Certain redemptions may require a signature guarantee. Please see "Signature
Guarantee," page 20.

BY CHECK-A-MONTH

If you have at least a $10,000 balance in your account, you may redeem
shares by Check-A-Month. A Check-A-Month plan automatically redeems enough
shares each month to provide you with a check for an amount you choose (minimum
$50). To set up a Check-A-Month plan, please contact an Investor Services
Representative or refer to the Shareholder Services Guide.

OTHER AUTOMATIC REDEMPTIONS

You may elect to make redemptions automatically by authorizing us to send
funds directly to your account at a bank or other financial institution. To set
up automatic redemptions, call one of our Investor Services Representatives.

REDEMPTION PROCEEDS

Please note that shortly after a purchase of shares is made by check or
electronic draft (also known as an ACH draft) from your bank, we may wait up to
15 days or longer to send redemption proceeds (to allow your purchase funds to
clear). No interest is paid on the redemption proceeds after the redemption is
processed but before your redemption proceeds are sent.

Redemption proceeds may be sent to you in one of the following ways:

BY CHECK

Ordinarily, all redemption checks will be made payable to the registered
owner of the shares and will be mailed only to the address of record. For more
information, please refer to our Shareholder Services Guide.

BY WIRE AND ACH

You may authorize us to transmit redemption proceeds by wire or ACH. These
services will be effective 15 days after we receive the authorization.

Your bank will usually receive wired funds within 48 hours of transmission.
Electronically transferred funds may be received up to seven days after
transmission. Wired funds are subject to a $10 fee to cover bank wire charges,
which is deducted from redemption proceeds. Once the funds are transmitted, the
time of receipt and the funds' availability are not under our control.

SPECIAL REQUIREMENTS FOR LARGE REDEMPTIONS

We have elected to be governed by Rule 18f-1 under the Investment Company
Act, which obligates each fund make certain redemptions in cash. This
requirement to pay redemptions in cash applies to situations where one
shareholder redeems, during any 90-day period, up to the lesser of $250,000 or
1% of the assets of the fund. Although redemptions in excess of this limitation
will also normally be paid in cash, we reserve the right under unusual
circumstances to honor these redemptions by making payment in whole

or in part in readily marketable securities (a "redemption-in-kind").

If payment is made in securities, the securities will be selected by the
fund, will be valued in the same manner as they are in computing the fund's net
asset value and will be provided without prior notice.

If your redemption would exceed this limit and you would like to avoid
being paid in securities, please provide us with an unconditional instruction to
redeem at least 15 days prior to the date on which the redemption transaction is
to occur. The instruction must specify the dollar amount or number of shares to
be redeemed and the date of the transaction. This minimizes the effect of the
redemption on the fund and its remaining shareholders.

Despite its right to redeem fund shares through a redemption-in-kind, we do
not expect to exercise this option unless a fund has an unusually low level of
cash to meet redemptions and/or is experiencing unusually strong demands for its
cash. Such a demand might be caused, for example, by extreme market conditions
that result in an abnormally high level of redemption requests concentrated in a
short period of time. Absent these or similar circumstances, we expect
redemptions in excess of $250,000 to be paid in cash in any fund with assets of
more than $50 million if total redemptions from any one account in any 90-day
period do not exceed one-half of 1% of the total assets of the fund.

AUTOMATIC REDEMPTION OF SHARES

Whenever the shares held in an account have a value of less than the
required minimum, a letter will be sent advising you to either bring the value
of the shares held in the account up to the minimum or to establish an automatic
investment that is the equivalent of at least $50 per month. If action is not
taken within 90 days of the letter's date, the shares held in the account will
be redeemed and the proceeds from the redemption will be sent by check to your
address of record. We reserve the right to increase the investment minimums.

SIGNATURE GUARANTEE

To protect your accounts from fraud, some transactions will require a
signature guarantee. Which transactions will require a signature guarantee will
depend on which service options you elect when you open your account. For
example, if you choose "In Writing Only," a signature guarantee would be
required when:

o Redeeming more than $25,000

o Establishing or increasing a Check-A-Month or automatic transfer on an
existing account

You can obtain a signature guarantee from a bank or trust company, credit
union, broker, dealer, securities exchange or association, clearing agency or
savings association, as defined by federal law.

For a more in-depth explanation of our signature guarantee policy, or if
you live outside the United States and would like to know how to obtain a
signature guarantee, please consult our Shareholder Services Guide.

We reserve the right to require a signature guarantee on any transaction,
or to change this policy at any time.

SPECIAL SHAREHOLDER SERVICES

We offer several service options to make your account easier to manage.
These are listed on the account application. Please make note of these options
and elect the ones that are appropriate for you. Be aware that the Full Services
option offers you the most flexibility. You will find more information about
each of these service options in our Shareholder Services Guide.

Our special shareholder services include:

AUTOMATED INFORMATION LINE

Information Line to make investments into your accounts (if we have your bank
information on file) and obtain your share balance, value and most recent
transactions. If you have authorized us to accept telephone instructions, you
also may exchange shares from one fund to another via the Automated Information
Line. Redemption instructions cannot be given via the Automated Information
Line.

OPEN ORDER SERVICE

Through our open order service, you may designate a price at which to buy
shares of a variable-priced fund by exchange from one of our money market funds,
or a price at which to sell shares of a variable-priced fund by exchange to one
of our money market funds. The designated purchase price must be equal to or
lower, or the designated sale price equal to or higher, than the variable-priced
fund's net asset value at the time the order is placed. If the designated price
is met within 90 calendar days, we will execute your exchange order
automatically at that price (or better). Open orders not executed within 90 days
will be canceled.

If the fund you have selected deducts a distribution from its share price,
your order price will be adjusted accordingly so the distribution does not
inadvertently trigger an open order transaction on your behalf. If you close or
re-register the account from which the shares are to be redeemed, your open
order will be canceled.

Because of their time-sensitive nature, open order transactions are
accepted only by telephone or in person. These transactions are subject to
exchange limitations described in each fund's prospectus, except that orders and
cancellations received before 2 p.m. Central time are effective the same day,
and orders or cancellations received after 2 p.m. Central time are effective the
next business day.

TAX-QUALIFIED RETIREMENT PLANS

Each fund is available for your tax-deferred retirement plan. Call or write
us and request the appropriate forms for:

o Individual Retirement Accounts (IRAs)

o 403(b) plans for employees of public school systems and non-profit
organizations

o Profit sharing plans and pension plans for corporations and other
employers

If your IRA and 403(b) accounts do not total $10,000, each account is
subject to an annual $10 fee, up to a total of $30 per year.

You can also transfer your tax-deferred plan to us from another company or
custodian. Call or write us for a Request to Transfer form.

IMPORTANT POLICIES REGARDING YOUR INVESTMENTS

Every account is subject to policies that could affect your investment.
Please refer to the Shareholder Services Guide for further information about the
policies discussed below, as well as further detail about the services we offer.

(1) We reserve the right for any reason to suspend the offering of shares
for a period of time, or to reject any specific purchase order (including
purchases by exchange). Additionally, purchases may be refused if, in the
opinion of the manager, they are of a size that would disrupt the management of
the fund.

(2) We reserve the right to make changes to any stated investment
requirements, including those that relate to purchases, transfers and
redemptions. In addition, we may also alter, add to or terminate any investor
services and privileges. Any changes may affect all shareholders or only certain
series or classes of shareholders.

(3) Shares being acquired must be qualified for sale in your state of
residence.

(4) Transactions requesting a specific price and date, other than open
orders, will be refused.

(5) If a transaction request is made by a corporation, partnership, trust,
fiduciary, agent or unincorporated association, we will require evidence
satisfactory to us of the authority of the individual making the request.

(6) We have established procedures designed to assure the authenticity of
instructions received by telephone. These procedures include requesting personal
identification from callers,

recording telephone calls, and providing written confirmations of telephone
transactions. These procedures are designed to protect shareholders from
unauthorized or fraudulent instructions. If we do not employ reasonable
procedures to confirm the genuineness of instructions, then we may be liable for
losses due to unauthorized or fraudulent instructions. The company, its transfer
agent and investment adviser will not be responsible for any loss due to
instructions they reasonably believe are genuine.

(7) All signatures should be exactly as the name appears in the
registration. If the owner's name appears in the registration as Mary Elizabeth
Jones, she should sign that way and not as Mary E. Jones.

(8) Unusual stock market conditions have in the past resulted in an
increase in the number of shareholder telephone calls. If you experience
difficulty in reaching us during such periods, you may send your transaction
instructions by mail, express mail or courier service, or you may visit one of
our Investors Centers. You may also use our Automated Information Line if you
have requested and received an access code and are not attempting to redeem
shares.

(9) If you fail to provide us with the correct certified taxpayer
identification number, we may reduce any redemption proceeds by $50 to cover the
penalty the IRS will impose on us for failure to report your correct taxpayer
identification number on information reports.

(10) We will perform special inquiries on shareholder accounts. A research
fee of $15 may be applied.

REPORTS TO SHAREHOLDERS

At the end of each calendar quarter, we will send you a consolidated
statement that summarizes all of your Twentieth Century and Benham holdings, as
well as an individual statement for each fund you own that reflects all
year-to-date activity in your account. You may request a statement of your
account activity at any time.

With the exception of most automatic transactions, each time you invest,
redeem, transfer or exchange shares, we will send you a confirmation of the
transaction. See the Shareholder Services Guide for more detail.

Carefully review all the information relating to transactions on your
statements and confirmations to ensure that your instructions were acted on
properly. Please notify us immediately in writing if there is an error. If you
fail to provide notification of an error with reasonable promptness, i.e.,
within 30 days of non-automatic transactions or within 30 days of the date of
your consolidated quarterly statement, in the case of automatic transactions, we
will deem you to have ratified the transaction.

No later than January 31 of each year, we will send you reports that you
may use in completing your U.S. income tax return. See the Shareholder Services
Guide for more information.

Each year, we will send you an annual and a semiannual report relating to
your fund. The annual report includes audited financial statements and a list of
portfolio securities as of the fiscal year end. The semiannual report includes
unaudited financial statements for the first six months of the fiscal year, as
well as a list of portfolio securities at the end of the period. You also will
receive an updated prospectus at least once each year. Please read these
materials carefully as they will help you understand your fund.

EMPLOYER SPONSORED RETIREMENT
PLANS AND INSTITUTIONAL ACCOUNTS

and the policies of, such financial intermediary. You may reach one of our
Institutional Investor Services Representatives by calling 1-800-345-3533 to
request information about our funds, to obtain a current prospectus or to get
answers to any questions about our funds that you are unable to obtain through
your plan administrator or financial intermediary.

ADDITIONAL INFORMATION YOU SHOULD KNOW
- --------------------------------------------------------------------------------
SHARE PRICE

WHEN SHARE PRICE IS DETERMINED

The price of your shares is also referred to as their net asset value. Net
asset value is determined by calculating the total value of a fund's assets,
deducting total liabilities and dividing the result by the number of shares
outstanding. Net asset value is determined at the close of regular trading on
each day that the New York Stock Exchange is open.

Investments and requests to redeem or exchange shares will receive the
share price next determined after receipt by us of the investment, redemption or
exchange request. For example, investments and requests to redeem or exchange
shares received by us or its authorized agents before the close of business on
the New York Stock Exchange, usually 3 p.m. Central time, are effective on, and
will receive the price determined, that day as of the close of the Exchange.
Investment, redemption and exchange requests received thereafter are effective
on, and receive the price determined as of the close of the Exchange on, the
next day the Exchange is open.

Investments are considered received only when payment is received by us.
Wired funds are considered received on the day they are deposited in our bank
account if they are deposited before the close of business on the Exchange,
usually 3 p.m. Central time.

Investments by telephone pursuant to your prior authorization to us to draw
on your bank account are considered received at the time of your telephone call.

Investment and transaction instructions received by us on any business day
by mail prior to the close of business on the Exchange, usually 3 p.m. Central
time, will receive that day's price. Investments and instructions received after
that time, will receive the price determined on the next business day.

If you invest in fund shares through an employer-sponsored retirement plan
or other financial intermediary, it is the responsibility of your plan record
keeper or financial intermediary to transmit your purchase, exchange and
redemption requests to the funds' transfer agent prior to the applicable cut-off
time and to make payment for any purchase transactions in accordance with the
funds' procedures or any contractual arrangements with the funds or the funds'
distributor in order for you to receive that day's price.

HOW SHARE PRICE IS DETERMINED

The valuation of assets for determining net asset value may be summarized
as follows:

The portfolio securities of each fund, except as otherwise noted, listed or
traded on a domestic securities exchange are valued at the last sale price on
that exchange. If no sale is reported, the mean of the latest bid and asked
price is used. Portfolio securities primarily traded on foreign securities
exchanges are generally valued at the preceding closing values of such
securities on the exchange where primarily traded. If no sale is reported, or if
local convention or regulation so provides, the mean of the latest bid and asked
prices is used. Depending on local convention or regulation, securities traded
over-the-counter are priced at the mean of the latest bid and asked prices, or
at the last sale price. When market quotations are not readily available,
securities and other assets are valued at fair value as determined in accordance
with procedures adopted by the board of directors.

Debt securities not traded on a principal securities exchange are valued
through valuations obtained from a commercial pricing service or at the most
recent mean of the bid and asked prices provided by investment dealers in
accordance with procedures established by the board of directors.

assuming a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the instrument.

The value of an exchange-traded foreign security is determined in its
national currency as of the close of trading on the foreign exchange on which it
is traded or as of the close of business on the New York Stock Exchange, usually
3 p.m. Central time, if that is earlier. That value is then exchanged to dollars
at the prevailing foreign exchange rate.

Trading in securities on European and Far Eastern securities exchanges and
over-the-counter markets is normally completed at various times before the close
of business on each day that the New York Stock Exchange is open. If an event
were to occur after the value of a security was established but before the net
asset value per share was determined that was likely to materially change the
net asset value, then that security would be valued at fair value as determined
in accordance with procedures adopted by the board of directors. Trading of
these securities in foreign markets may not take place on every New York Stock
Exchange business day. In addition, trading may take place in various foreign
markets on Saturdays or on other days when the New York Stock Exchange is not
open and on which a fund's net asset value is not calculated. Therefore, such
calculation does not take place contemporaneously with the determination of the
prices of many of the portfolio securities used in such calculation and the
value of a fund's portfolio may be affected on days when shares of the fund may
not be purchased or redeemed.

WHERE TO FIND INFORMATION
ABOUT SHARE PRICE

The net asset values of the retail class of Twentieth Century's funds are
published in leading newspapers daily. Net asset values may also be obtained by
calling Twentieth Century.

DISTRIBUTIONS

In general, distributions from net investment income and net realized
securities gains if any, are declared and paid once a year, but the funds may
make distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code, in all events in a manner consistent
with the provisions of the Investment Company Act. Distributions from investment
income and from net profits realized on the sale of securities, if any, will be
declared annually on or before December 31.

THE OBJECTIVE OF THESE FUNDS IS CAPITAL APPRECIATION AND NOT THE PRODUCTION
OF DIS-TRIBUTIONS. YOU SHOULD MEASURE THE SUCCESS OF YOUR INVESTMENT BY THE
VALUE OF YOUR INVESTMENT AT ANY GIVEN TIME AND NOT BY THE DISTRIBUTIONS YOU
RECEIVE.

Participants in employer-sponsored retirement or savings plan must reinvest
all distributions. For shareholders investing through taxable accounts,
distributions will be reinvested unless you elect to receive them in cash.
Distributions of less than $10 and distributions on shares purchased within the
last 15 days, however, will not be paid in cash and will be reinvested. You may
elect to have distributions on shares held in Individual Retirement Accounts and
403(b) plans paid in cash only if you are 591/2 years old or permanently and
totally disabled. Distribution checks normally are mailed within seven days
after the record date. Please consult our shareholder service guide for further
information regarding your distribution options.

The board of directors may elect not to distribute capital gains in whole
or in part to take advantage of loss carryovers.

A distribution on shares of a fund does not increase the value of your
shares or your total return. At any given time the value of your shares includes
the undistributed net gains, if any, realized by the fund on the sale of
portfolio securities, and undistributed dividends and interest received, less
fund expenses.

Because such gains and dividends are included in the value of your shares,
when they are distributed the value of your shares is reduced by the amount of
the distribution. If you buy your shares through a taxable account just before
the distribution, you will pay the full price for your shares, and then receive
a portion of the purchase price back as a taxable distribution. (See "Taxes," on
this page).

TAXES

Each fund has elected to be taxed under Subchapter M of the Internal
Revenue Code, which means that to the extent its income is distributed to
shareholders it pays no income tax.

TAX-DEFERRED ACCOUNTS

If the retail class shares are purchased through tax-deferred accounts,
such as a qualified employer-sponsored retirement or savings plan, income and
capital gains distributions paid by the funds will generally not be subject to
current taxation, but will accumulate in your account under the plan on a
tax-deferred basis.

Employer-sponsored retirement and savings plans are governed by complex tax
rules. If you elect to participate in your employer's plan, consult your plan
administrator, your plan's summary plan description, or a professional tax
advisor regarding the tax consequences of participation in the plan,
contributions to, and withdrawals or distributions from the plan.

TAXABLE ACCOUNTS

If the retail class shares are purchased through taxable accounts,
distributions of net investment income and net short-term capital gains are
taxable to you as ordinary income. Distributions from net long-term capital
gains are taxable as long-term capital gains regardless of the length of time
you have held the shares on which such distributions are paid. However, you
should note that any loss realized upon the sale or redemption of shares held
for six months or less will be treated as a long-term capital loss to the extent
of any distribution of long-term capital gain to you with respect to such
shares.

Dividends and interest received by a fund on foreign securities may give
rise to withholding and other taxes imposed by foreign countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. Foreign countries generally do not impose taxes on capital
gains in respect of investments by non-resident investors. The foreign taxes
paid by a fund will reduce its dividends.

If more than 50% of the value of a fund's total assets at the end of each
quarter of its fiscal year consists of securities of foreign corporations, the
fund may qualify for and make an election with the Internal Revenue Service with
respect to such fiscal year so that fund shareholders may be able to claim a
foreign tax credit in lieu of a deduction for foreign income taxes paid by the
fund. If such an election is made, the foreign taxes paid by the fund will be
treated as income received by you.

If a fund purchases the securities of certain foreign investment funds or
trusts called passive foreign investment companies, capital gains on the sale of
such holdings will be deemed to be ordinary income regardless of how long the
fund holds its investment. The fund may also be subject to corporate income tax
and an interest charge on certain dividends and capital gains earned from these
investments, regardless of whether such income and gains are distributed to
shareholders. In the alternative, the fund may elect to recognize cumulative
gains on such investments as of the last day of its fiscal year and distribute
it to shareholders.

have increased. In addition, the share price at the time you purchase shares may
include unrealized gains in the securities held in the investment portfolio of
the fund. If these portfolio securities are subsequently sold and the gains are
realized, they will, to the extent not offset by capital losses, be paid to you
as a distribution of capital gains and will be taxable to you as short-term or
long-term capital gains.

Distributions to taxable accounts may also be subject to state and local
taxes, even if all or a substantial part of such distributions are derived from
interest on U.S. government obligations which, if you received them directly,
would be exempt from state income tax. However, most but not all states allow
this tax exemption to pass through to fund shareholders when a fund pays
distributions to its shareholders. You should consult your tax adviser about the
tax status of such distributions in your own state.

If you have not complied with certain provisions of the Internal Revenue
Code and Regulations, we are required by federal law to withhold and remit to
the IRS 31% of reportable payments (which may include dividends, capital gains
distributions and redemptions). Those regulations require you to certify that
the social security number or tax identification number you provide is correct
and that you are not subject to 31% withholding for previous under-reporting to
the IRS. You will be asked to make the appropriate certification on your
application. PAYMENTS REPORTED BY US THAT OMIT YOUR SOCIAL SECURITY NUMBER OR
TAX IDENTIFICATION NUMBER WILL SUBJECT US TO A PENALTY OF $50, WHICH WILL BE
CHARGED AGAINST YOUR ACCOUNT IF YOU FAIL TO PROVIDE THE CERTIFICATION BY THE
TIME THE REPORT IS FILED, AND IS NOT REFUNDABLE.

Redemption of shares of a fund (including redemption made in an exchange
transaction) will be a taxable transaction for federal income tax purposes and
shareholders will generally recognize gain or loss in an amount equal to the
difference between the basis of the shares and the amount received. Assuming
that shareholders hold such shares as a capital asset, the gain or loss will be
a capital gain or loss and will generally be long term if shareholders have held
such shares for a period of more than one year. If a loss is realized on the
redemption of fund shares, the reinvestment in additional fund shares within 30
days before or after the redemption may be subject to the "wash sale" rules of
the Code, resulting in a postponement of the recognition of such loss for
federal income tax purposes.

MANAGEMENT

INVESTMENT MANAGEMENT

Under the laws of the State of Maryland, the board of directors is
responsible for managing the business and affairs of the funds. Acting pursuant
to an investment advisory agreement entered into with the funds, Investors
Research Corporation ("Investors Research") serves as the investment manager of
the funds. Its principal place of business is Twentieth Century Tower, 4500 Main
Street, Kansas City, Missouri 64111. Investors Research has been providing
investment advisory services to Twentieth Century since it was founded in 1958.

In June 1995, Twentieth Century Companies, Inc. ("TCC"), the parent of
Investors Research, acquired Benham Management International, Inc. In the
acquisition, Benham Management Corporation ("BMC"), the investment advisor to
the Benham Group of Mutual Funds, became a wholly owned subsidiary of TCC.
Certain employees of BMC provide investment management services to Twentieth
Century funds, while certain Twentieth Century employees provide investment
management services to Benham funds.

Investors Research supervises and manages the investment portfolios of each
fund and directs the purchase and sale of its investment securities. Investors
Research utilizes teams of portfolio managers, assistant portfolio managers and
analysts acting together to manage the assets of the funds. The teams meet
regularly to review portfolio holdings and to discuss purchase and sale
activity. The teams adjust holdings in the funds' portfolios as they deem
appropriate in pursuit of the funds' investment objectives. Individual portfolio
manager members of the team may also adjust portfolio holdings of the funds as
necessary between team meetings.

The portfolio manager members of the teams managing the funds described in
this prospectus and their work experience for the last five years are as
follows:

JAMES E. STOWERS III, President and Portfolio Manager, joined Twentieth
Century in 1981. He is a member of the teams that manage Select Investors, Ultra
Investors and Vista Investors.

CHARLES M. DUBOC, Senior Vice President and Portfolio Manager, joined
Twentieth Century in August 1985, and served as Fixed Income Portfolio Manager
from that time until April 1993. In April 1993, Mr. Duboc joined Twentieth
Century's equity investment efforts. He is a member of the team that manages
Select Investors.

CHRISTOPHER K. BOYD, Vice President and Portfolio Manager, joined Twentieth
Century in March 1988 as an Investment Analyst, a position he held until
December 1990. At that time he was promoted to Assistant Portfolio Manager, and
then was promoted to Portfolio Manager in December 1992. He is a member of the
team that manages Growth Investors and Ultra Investors.

GLENN A. FOGLE, Vice President and Portfolio Manager, joined Twentieth
Century in September 1990 as an Investment Analyst, a position he held until
March 1993. At that time he was promoted to Portfolio Manager. He is a member of
the team that manages Vista Investors.

DEREK FELSKE, Vice President and Portfolio Manager, joined Twentieth
Century in September 1993 as a Portfolio Manager. He is a member of the team
that manages Growth Investors. Prior to joining Twentieth Century, Mr. Felske
served as a member of the portfolio management team of RCM Capital Management, a
San Francisco, California-based investment management firm, a position he held
from May 1991 to September 1993. From September 1989 to May 1991, Mr. Felske
attended the University of Pennsylvania-Wharton School of Business, where he
obtained an MBA in finance.

NANCY B. PRIAL, Vice President and Portfolio Manager, joined Twentieth
Century in February 1994 as a Portfolio Manager. She is a member of the team
that manages Heritage Investors. For more than four years prior to joining
Twentieth Century, Ms. Prial served as Senior Vice President and Portfolio
Manager at Frontier Capital Management Company, Boston, Massachusetts.

The activities of Investors Research are subject only to directions of the
funds' board of directors. Investors Research pays all the expenses of the funds
except brokerage, taxes, interest, fees and expenses of the non-interested
person directors (including counsel fees) and extraordinary expenses.

For the services provided to the funds, Investors Research receives an
annual fee of 1% of the average net assets of each of the funds. On the first
business day of each month, each series of shares pays a management fee to the
manager for the previous month at the rate specified. The fee for the previous
month is calculated by multiplying the applicable fee for such series by the
aggregate average daily closing value of the series' net assets during the
previous month, and further multiplying that product by a fraction, the
numerator of which is the number of days in the previous month and the
denominator of which is 365 (366 in leap years).

The management fees paid by the funds to Investors Research may be higher
than the investment advisory fee paid by many funds. However, most if not all of
such funds also pay in addition many of their own expenses, while virtually all
of the funds' expenses except as specified above are paid by Investors Research.

CODE OF ETHICS

The funds and Investors Research have adopted a Code of Ethics that
restricts personnel investing practices by employees of Investors Research and
its affiliates. Among other provisions, the Code of Ethics requires that
employees with access to information about the purchase or sale of securities in
the funds' portfolios obtain preclearance before executing personal trades. With
respect to portfolio managers and other investment personnel, the Code of Ethics
prohibits acquisition of securities in an initial public offering, as well as
profits derived from the purchase and sale of the same security within 60
calendar days. These provisions are designed to ensure that the interests of
fund shareholders come before the interests of the people who manage those
funds.

TRANSFER AND ADMINISTRATIVE SERVICES

Twentieth Century Services, Inc., 4500 Main Street, Kansas City, Missouri
64111, acts as transfer agent and dividend-paying agent for the funds. It
provides facilities, equipment and personnel to the funds, and is paid for such
services by Investors Research.

From time to time, special services may be offered to shareholders who
maintain higher share balances in our family of funds. These services may
include the waiver of minimum investment requirements, expedited confirmation of
shareholder transactions, newsletters and a team of personal representatives.
Any expenses associated with these special services will be paid by Investors
Research.

Investors Research and Twentieth Century Services, Inc. are both wholly
owned by Twentieth Century Companies, Inc. James E. Stowers Jr., chairman of the
funds' board of directors, controls Twentieth Century Companies by virtue of his
ownership of a majority of its common stock.

DISTRIBUTION OF FUND SHARES

The funds' shares are distributed by Twentieth Century Securities, Inc.
(the "Distributor,") a registered broker dealer and an affiliate of the funds'
investment manager. Investors Research pays all expenses for promoting sales of,
and distributing the retail class of, the fund shares offered by this
prospectus. The retail class of shares does not pay any commissions or other
fees to the Distributor or to any other broker dealers or financial
intermediaries in connection with the distribution of fund shares.

FURTHER INFORMATION
ABOUT TWENTIETH CENTURY

Twentieth Century Investors, Inc. was organized as a Maryland corporation
on July 2, 1990. The corporation commenced operations on February 28, 1991, the
date it merged with Twentieth Century Investors, Inc., a Delaware corporation
which had been in business since October 1958. Pursuant to the terms of the
Agreement and Plan of Merger dated July 27, 1990, the Maryland corporation was
the surviving entity and continued the business of the Delaware corporation with
the same officers and directors, the same shareholders and the same investment
objectives, policies and restrictions.

The principal office of the funds is Twentieth Century Tower, 4500 Main
Street, P.O. Box 419200, Kansas City, Missouri 64141-6200. All inquiries may be
made by mail to that address, or by phone to 1-800-345-2021. (For local Kansas
City area or international callers: 816-531-5575).

Twentieth Century Investors issues 16 series of $.01 par value shares. Each
series is commonly referred to as a fund. The assets belonging to each series of
shares are held separately by the custodian.

Twentieth Century offers four classes of each of the funds offered by this
prospectus: a retail class, an institutional class, a services class,

and an advisor class. The shares offered by this prospectus are retail class
shares and have no up-front charges, commissions, or 12b-1 fees.

The other classes of shares are primarily offered to institutional
investors or through institutional distribution channels, such as
employer-sponsored retirement plans or through banks, broker dealers, insurance
companies or other financial intermediaries. The other classes have different
fees, expenses, and/or minimum investment requirements than the retail class.
Different fees and expenses will affect performance. For additional information
concerning the other classes of shares not offered by this prospectus, call
Twentieth Century at 1-800-345-3533 or contact a sales representative or
financial intermediary who offers those classes of shares.

Except as described below, all classes of shares of a fund have identical
voting, dividend, liquidation and other rights, preferences, terms and
conditions. The only differences among the various classes are (a) each class
may be subject to different expenses specific to that class, (b) each class has
a different identifying designation or name, (c) each class has exclusive voting
rights with respect to matters solely affecting such class, (d) each class may
have different exchange privileges, and (e) each class may provide for automatic
conversion from that class into shares of another class of the same fund.

Each share, irrespective of series or class, is entitled to one vote for
each dollar of net asset value applicable to such share on all questions, except
for those matters which must be voted on separately by the series or class of
shares affected. Matters affecting only one series or class are voted upon only
by that series or class.

Shares have non-cumulative voting rights, which means that the holders of
more than 50% of the shares voting for the election of directors can elect all
of the directors if they choose to do so, and in such event the holders of the
remaining less-than-50% of the shares will not be able to elect any person or
persons to the board of directors.

Unless required by the Investment Company Act, it will not be necessary for
the funds to hold annual meetings of shareholders. As a result, shareholders may
not vote each year on the election of directors or the appointment of auditors.
However, pursuant to the funds' by-laws, the holders of shares representing at
least 10% of the votes entitled to be cast may request the funds to hold a
special meeting of shareholders. We will assist in the communication with other
shareholders.

WE RESERVE THE RIGHT TO CHANGE ANY OF OUR POLICIES, PRACTICES AND
PROCEDURES DESCRIBED IN THIS PROSPECTUS, INCLUDING THE STATEMENT OF ADDITIONAL
INFORMATION, WITHOUT SHAREHOLDER APPROVAL EXCEPT IN THOSE INSTANCES WHERE
SHAREHOLDER APPROVAL IS EXPRESSLY REQUIRED.

(THIS PAGE LEFT BLANK INTENTIONALLY.)

TWENTIETH CENTURY
TWENTIETH CENTURY INVESTORS, INC.

RETAIL CLASS
GROWTH FUNDS PROSPECTUS

SEPTEMBER 3, 1996

[company logo]
Investments That Work(TM)
- ---------------------------------------
P.O. BOX 419385
KANSAS CITY, MISSOURI
64141-6385
- ---------------------------------------
Person-to-person assistance:
1-800-345-3533 OR 816-531-5575
- ---------------------------------------
Automated information line:
1-800-345-1833 OR 816-753-0700
- ---------------------------------------
Fax: 816-340-4655
- --------------------------------------

[company logo]
================================================================================
- --------------------------------------------------------------------------------
SH-BKT-5014
9603 Recycled

<PAGE>
TWENTIETH CENTURY
INVESTORS, INC.

GROWTH FUNDS
INSTITUTIONAL CLASS PROSPECTUS

SEPTEMBER 3,
1996
- --------------------------------------------------------------------------------

NO-LOAD MUTUAL FUNDS

Each fund's shares offered in this prospectus (the institutional class
shares) are sold at their net asset value with no sales charges or commissions.

The institutional class shares are made available for purchase by large
institutional shareholders, such as bank trust departments, corporations,
endowments, foundations, and financial advisors that meet the funds' minimum
investment requirements. Institutional class shares are not available for
purchase by insurance companies or participant-directed employer-sponsored
retirement plans.

Twentieth Century Mutual Funds
4500 Main Street o P.O. Box 419385
Kansas City, MO 64141-6385
1-800-345-3533

Local and international calls:
816-531-5575

Telecommunications device for the deaf:
1-800-345-1833

In Missouri:
816-753-0700

The Internet address for Twentieth Century is:
http://www.twentieth-century.com

<PAGE>

INVESTMENT OBJECTIVES OF THE FUNDS
- --------------------------------------------------------------------------------

SELECT INVESTORS
HERITAGE INVESTORS

GROWTH INVESTORS
ULTRA INVESTORS
VISTA INVESTORS

There is no assurance that the funds will achieve their respective investment
objectives.
- --------------------------------------------------------------------------------
NO PERSON IS AUTHORIZED BY THE FUNDS TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN OTHER PRINTED
OR WRITTEN MATERIAL ISSUED BY OR FOR THE FUNDS, AND YOU SHOULD NOT RELY ON ANY
OTHER INFORMATION OR REPRESENTATION.

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

TRANSACTION AND OPERATING EXPENSE TABLE ............................. 4
FINANCIAL HIGHLIGHTS ................................................ 5

INFORMATION REGARDING THE FUNDS

INFORMATION ABOUT INVESTMENT
POLICIES OF THE FUNDS ............................................. 10
Growth Equity Funds ............................................. 10
Select and Heritage Investors ................................... 10
Growth, Ultra and Vista Investors ............................... 10
OTHER INVESTMENT PRACTICES ........................................ 11
Foreign Securities ................................................ 11
Forward Currency Exchange Contracts ............................... 11
Portfolio Turnover ................................................ 12
Repurchase Agreements ............................................. 13
Derivative Securities ............................................. 13
Portfolio Lending ................................................. 14
When-Issued Securities ............................................ 14
Rule 144A Securities .............................................. 14
Short Sales ....................................................... 15
PERFORMANCE ADVERTISING ............................................. 15

HOW TO INVEST WITH TWENTIETH CENTURY

HOW TO OPEN AN ACCOUNT .............................................. 17
By Mail ........................................................... 17
By Wire ........................................................... 17
By Exchange ....................................................... 17
In Person ......................................................... 17
SUBSEQUENT INVESTMENTS .............................................. 18
By Mail ........................................................... 18
By Telephone ...................................................... 18
By Wire ........................................................... 18
In Person ......................................................... 18
AUTOMATIC INVESTMENT PLAN ........................................... 18
HOW TO EXCHANGE FROM ONE
ACCOUNT TO ANOTHER ................................................ 18
By Mail ........................................................... 18
By Telephone ...................................................... 18
HOW TO REDEEM SHARES ................................................ 19
By Telephone ...................................................... 19
By Mail ........................................................... 19
By Check-A-Month .................................................. 19
Other Automatic Redemptions ....................................... 19
REDEMPTION PROCEEDS ................................................. 19
By Check .......................................................... 19
By Wire and ACH ................................................... 19
SPECIAL REQUIREMENTS FOR
LARGE REDEMPTIONS ................................................. 19
AUTOMATIC REDEMPTION OF SHARES ...................................... 20
SIGNATURE GUARANTEE ................................................. 20
SPECIAL SHAREHOLDER SERVICES ........................................ 20
Automated Information Line ........................................ 20
Open Order Service ................................................ 21
Tax-Qualified Retirement Plans .................................... 21
IMPORTANT POLICIES REGARDING
YOUR INVESTMENTS .................................................. 21
REPORTS TO SHAREHOLDERS ............................................. 22
EMPLOYER-SPONSORED RETIREMENT PLANS AND
INSTITUTIONAL ACCOUNTS ............................................ 22

ADDITIONAL INFORMATION YOU SHOULD KNOW

SHARE PRICE ......................................................... 24
When Share Price Is Determined .................................... 24
How Share Price Is Determined ..................................... 24
Where to Find Information
About Share Price ............................................... 25
DISTRIBUTIONS ....................................................... 25
TAXES ............................................................... 26
Tax-Deferred Accounts ............................................. 26
Taxable Accounts .................................................. 26
MANAGEMENT .......................................................... 27
Investment Management ............................................. 27
Code of Ethics .................................................... 28
Transfer and Administrative Services .............................. 29
Distribution of Fund Shares ....................................... 29
FURTHER INFORMATION
ABOUT TWENTIETH CENTURY ........................................... 29

TRANSACTION AND OPERATING EXPENSE TABLE
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SHAREHOLDER TRANSACTION EXPENSES:

Maximum Sales Load Imposed on Purchases none
Maximum Sales Load Imposed on Reinvested Dividends none
Deferred Sales Load none
Redemption Fee none
Exchange Fee none

ANNUAL FUND OPERATING EXPENSES
(as a percentage of net assets):

Management Fees .80%
12b-1 Fees none
Other Expenses(1) 0.00%
Total Fund Operating Expenses .80%

Example

You would pay the following expenses on a $1,000 1 year $8
investment, assuming (1) a 5% annual return and 3 years 26
(2) redemption at the end of each time period: 5 years 44
10 years 99

(1) Other expenses, which include the fees and expenses (including legal
counsel fees) of those directors who are not "interested persons" as
defined in the Investment Company Act, were 0.0014 of 1% of average net
assets for the most recent fiscal year.

The shares offered by this prospectus are institutional class shares. The
funds offer three other classes of shares, one of which is primarily made
available to retail investors and two that are primarily made available to
institutional investors. The other classes have different fee structures than
the institutional class, resulting in different performance for those classes.
For additional information about the various classes, see "Further Information
About Twentieth Century," page 29.

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FINANCIAL HIGHLIGHTS--SELECT INVESTORS
(For a Share Outstanding Throughout the Period)

The institutional class of the funds was established September 3, 1996. The
financial information in these tables regarding selected per share data for each
of the funds reflects the performance of the funds' retail class of shares,
which has a total expense ratio that is 0.20% higher than the institutional
class. Had the institutional class been in existence for such funds for the time
periods presented, the funds' performance information would be higher as a
result of the lower expenses.