AMERICAN CENTURY MUTUAL FUNDS INC
N-30D, 1998-12-29
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[front cover]
                                                             OCTOBER 31, 1998

ANNUAL REPORT
- -----------------
AMERICAN CENTURY

   [graphic of globe, U.S. Currency, and money managers overlooking monitors]

TWENTIETH CENTURY GROUP
- -----------------------
SELECT
HERITAGE
GROWTH

                                                 [american century logo(reg.sm)]
                                                                        American
                                                                         Century
[inside front cover]

AMERICAN CENTURY BROKERAGE
- --------------------------------------------------------------------------------

We're  pleased to introduce  American  Century's new  brokerage  service,  which
offers a wide range of investment options and features:

    o FundChoice  Service--Invest  in over 8,000  no-load and load mutual  funds
      from hundreds of different fund companies, many with no transaction fees

    o Buy individual stocks and bonds

    o 24-hour  Internet  and  automated  phone  trades are just $24.95 for up to
      1,000 shares of stock, and 2 cents per share thereafter

    o Strong research  capability 
      * Build and track model portfolios
      * Get news, quotes and charts
      * Check free Standard & Poor's stock reports
      * Access Wall Street on Demand(tm),  a research  service with over 500,000
        reports on industry trends, corporate earnings, and mutual fund analysis

    o Track your brokerage account on one easy-to-read statement

    o Unlimited  check writing and a Gold  MasterCard(reg.tm)  ATM/debit card an
      American Century Brokerage Access AccountSM (minimum $10,000)

To talk with a Brokerage Associate, call 1-888-345-2071.

WHAT'S NEW . . .

               We now have FOUR-PAGE PROFILES of many of our funds. The profiles
           follow a standard  SEC format and allow  investors  to compare  funds
           easily.  You can  request  a  profile  or the full  prospectus.  Full
           prospectuses  contain more  detailed  fund  information  and you will
           continue to receive one after investing.

               In 1999, we will roll out SIMPLIFIED  PROSPECTUSES that highlight
           important  information about our funds,  including fees and expenses.
           More   technical   data  will  be  in  the  Statement  of  Additional
           Information.

On the Cover:

Kevin  Lewis  and  Cindy  Brown  are part of the  investment  group at  American
Century.

[left margin]

TWENTIETH CENTURY GROUP
SELECT
(TWCIX)

TWENTIETH CENTURY GROUP
HERITAGE
(TWHIX)

TWENTIETH CENTURY GROUP
GROWTH
(TWCGX)


Our Message to You
- --------------------------------------------------------------------------------

[photo James E. Stowers III and James E. Stowers, Jr.]
James E. Stowers III, seated, with James E. Stowers, Jr.

     This report covers an  investment  year filled with sharp  contrasts.  Many
popular  market  averages set records  earlier in the year,  lifted by a healthy
economy,   low  inflation,   and  widespread   market  optimism,   then  tumbled
dramatically  as the outlook for the U.S.  economy  and for  corporate  earnings
turned pessimistic almost overnight.  The mood swing in market psychology seemed
especially  sharp after the gains over the last several  years--gains  that were
interrupted by relatively few, and very shallow, downdrafts.

     Often forgotten in the earlier, heady atmosphere,  was the wide performance
disparity at work in the market.  Large stocks  outperformed  midsize stocks. In
addition, the very largest stocks in each sector outperformed the smaller stocks
in that  sector by a wide  margin.  For  example,  the  largest  midsize  stocks
outperformed  smaller  midsize stocks.  The same was true of large stocks.  This
made for a very narrow market.

     Given the gains of the last several years,  and the low market  volatility,
it is understandable  that many  investors--especially  those who are new to the
stock market--might find the broad market price swings we've seen in 1998 fairly
stressful.  In our experience,  these swings are an inevitable,  even necessary,
part of the investment process.  They often set the stage for further advances--
which, in fact, we saw in late November. But whatever the market's direction, it
does not pay to get caught up in its  excesses,  whether  overly  optimistic  or
overly pessimistic.  If you have an investment plan, try to stay with it. If you
don't have a plan, this might be a good time to develop one.

Turning to the corporate  front, it is our pleasure to announce that Jim Stowers
III is now overseeing the management teams of our domestic growth funds: Growth,
Select, Ultra,  Heritage,  Vista,  Giftrust,  and New Opportunities.  In his new
role,  Jim  will  work  directly  with the  equity  teams  that  run the  funds'
day-to-day operations.  This change is yet another important step in our ongoing
effort to bring all our funds' performance up to shareholders' expectations.

     In  addition  to his new  duties,  Jim  will  continue  to head  the  Ultra
portfolio team and will remain American Century's Chief Executive Officer.

     We appreciate your investment with American Century.

Sincerely,
/s/James E. Stowers, Jr.                 /s/James E. Stowers III
James E. Stowers, Jr.                    James E. Stowers III
Chairman of the Board and Founder        Chief Executive Officer

Table of Contents
   Report Highlights ......................................................    2
   Market Perspective .....................................................    3

SELECT
   Performance Information ................................................    5
   Management Q&A .........................................................    6
   Portfolio at a Glance ..................................................    6
   Top Ten Holdings .......................................................    7
   Top Five Industries ....................................................    7
   Types of Investments ...................................................    8
   Schedule of Investments ................................................    9

HERITAGE
   Performance Information ................................................   12
   Management Q&A .........................................................   13
   Portfolio at a Glance ..................................................   13
   Top Ten Holdings .......................................................   14
   Top Five Industries ....................................................   14
   Types of Investments ...................................................   15
   Schedule of Investments ................................................   16

GROWTH
   Performance Information ................................................   19
   Management Q&A .........................................................   20
   Portfolio at a Glance ..................................................   20
   Top Ten Holdings .......................................................   21
   Top Five Industries ....................................................   21
   Types of Investments ...................................................   22
   Schedule of Investments ................................................   23

FINANCIAL STATEMENTS
   Statements of Assets and
   Liabilities ............................................................   25
   Statements of Operations ...............................................   26
   Statements of Changes
   in Net Assets ..........................................................   27
   Notes to Financial
   Statements .............................................................   28
   Financial Highlights ...................................................   32
   Independent Auditors' Report ...........................................   41

OTHER INFORMATION
   Share Class and Retirement
   Account Information ....................................................   42
   Background Information
      Investment Philosophy
         and Policies .....................................................   43
      Comparative Indices .................................................   43
      Portfolio Managers ..................................................   43
   Glossary ...............................................................   44


                                                    www.americancentury.com   1


Report Highlights
- --------------------------------------------------------------------------------

MARKET PERSPECTIVE

o Although  stocks set  records  during the first  seven  months of the year,  a
  sell-off began in early July and accelerated into October,  taking the S&P 500
  Index down roughly 20%.

o The  outperformance  of a relatively  small number of large and midsize stocks
  masked much weaker returns in the rest of the equity universe.

o Even with the downturn this year, and the recession of 1990-1991,  stocks have
  produced  unusually  robust  results  during the '90s.  The S&P 500's  average
  annual return from January 1, 1990, to October 31, 1998, was 16.67%,  compared
  to its historical average of approximately 11%.

o In general, U.S. business is productive and streamlined, which bodes well for
  the economy. But we are probably in a more moderate phase of the economic
  cycle--one marked by low inflation and global overcapacity.

o We believe the mid-cap  sector looks  relatively  inexpensive.  Companies with
  sustainable earnings growth could be today's bargains and tomorrow's winners.

SELECT

o Select  posted  a very  fine  return  for the year  ended  October  31,  1998,
  outperforming its benchmark, the S&P 500. (See total returns on page 5.)

o Fund performance  benefited from holdings in pharmaceutical  companies,  which
  represented  18% of  investments at October 31.  Telecommunications  companies
  were Select's  second-best  performing sector.  Deregulation and robust demand
  for cellular and Internet  data  services  helped this sector  outperform  the
  broad market during a difficult third quarter.

o Investors  continued to gravitate toward larger firms. Stocks that contributed
  the most to  performance  included  Tyco  International,  Ltd., a  diversified
  company; retailer Wal-Mart; Merck, a leading pharmaceutical company; and Cisco
  Systems, a computer networking firm.

HERITAGE

o Total  return for  Heritage's  Investor  Class  shares was  -15.87% for the 12
  months  ended  October 31,  1998.  Heritage's  benchmark,  the S&P MidCap 400,
  returned 6.71% during the same period.

o Heritage's  performance  relative to its  benchmark  was largely the result of
  company  size.  Investors  continued to pay a premium for larger  companies in
  1998,  while small- and mid-cap  stocks  lagged.  The disparity in performance
  between very large companies, some of which were represented in the S&P MidCap
  400,  and the  small-  and  mid-cap  companies  owned by  Heritage  approached
  historically unprecedented levels.

o Investments in electronic components,  computer software and apparel companies
  dampened  performance.  Heritage  benefited  from  its  holdings  in food  and
  beverage companies, pharmaceuticals, cable operators and electric utilities.

GROWTH

o Growth  posted a solid  return  for the  year  ended  October  31,  1998,  but
  underperformed its benchmark, the Russell 1000 Growth Index.

o Growth's  top-performing  sector was pharmaceuticals.  Two strong contributors
  were  Pfizer and  Schering-Plough,  both of which  benefited  from new product
  launches and limited exposure to generic competition.

o Selected  telecommunications  companies also performed well,  notably industry
  leaders MCI WorldCom and Airtouch Communications.

o Broadcasting and media companies,  semiconductor  manufacturers,  and food and
  beverage  companies  constrained  performance.  In nearly  each  case,  stocks
  suffered at least in part from worsening global economic conditions.

[LEFT MARGIN]

           SELECT (TWCIX)(1)
TOTAL RETURNS:       AS OF 10/31/98
    6 Months               1.10%(2)
    1 Year                   22.96%
NET ASSETS:            $5.6 billion
INCEPTION DATE:          6/30/71(3)

           HERITAGE (TWHIX)(1)
TOTAL RETURNS:       AS OF 10/31/98
    6 Months             -23.17%(2)
    1 Year                  -15.87%
NET ASSETS:          $978.4 million
INCEPTION DATE:            11/10/87

           GROWTH (TWCGX)(1)
TOTAL RETURNS:       AS OF 10/31/98
    6 Months              -0.25%(2)
    1 Year                   18.53%
NET ASSETS:            $6.1 billion
INCEPTION DATE:          6/30/71(3)

(1) Investor Class.

(2) Not annualized.

(3) This inception date corresponds with the management company's implementation
    of its current investment practices.

Investment terms are defined in the Glossary on page 44.


2      1-800-345-2021


Market Perspective from Robert C. Puff Jr.
- --------------------------------------------------------------------------------

[photo Robert C. Puff, Jr.]

Robert C. Puff, Jr., chief investment officer of American Century Investment
Management

MARKET PSYCHOLOGY:  THE RETURN OF FEAR

     Sometimes  a little  pain can go a long way.  This was  certainly  the case
during the final four  months of our fiscal year  (July-October)--a  period that
marked an abrupt change in market psychology. Financial markets are motivated by
greed and fear, and during the '90s,  greed has enjoyed a long run. In mid-July,
after the S&P 500 peaked,  fear returned to the stock  market.  Its entrance was
dramatic, but not terribly surprising.  Market declines are a normal part of the
investment  process.  Although  they have been notably  absent in the 1990s,  in
prior decades,  moderate  corrections of 10% happened about once a year and more
severe  corrections  of up to  15%  occurred  about  once  every  two  years.  A
correction in the 20% range  occurred  roughly  every three to four years.  On a
historical basis, a correction was overdue.

     The decline in the S&P 500 accelerated into early October,  propelled by an
increasingly  restrained  outlook for  corporate  earnings,  apprehension  about
further economic and political  deterioration in Southeast Asia and Russia,  and
stubbornly elevated short-term interest rates in the United States. Serious talk
of a U.S. recession also surfaced.

     Money that had been  earmarked for the stock market  instead  sought a safe
haven in U.S.  Treasurys  and a few popular  megastocks.  Banks pulled back from
lending,  and  professional  investors  were shaken by the  problems at a large,
well-known  hedge fund.  While many of the pros panicked,  individual  investors
generally stayed the course, and used the decline as a buying opportunity.

ONCE AGAIN, SIZE MATTERED

     August  saw a sharp  decline  of  14.56% in the S&P 500  Index.  Especially
disturbing,  at  least  psychologically,  was the  sell-off  in the  handful  of
blue-chip stocks that had accounted for much of the S&P 500's performance during
the last several years. In general,  the returns of larger stocks have been very
impressive  compared  with small and midsize  stocks.  From January 1994 through
October 1998,  large stocks  outperformed  smaller  stocks 14 out of 19 calendar
quarters.  However,  closer analysis  revealed that the strong  performance of a
relatively  limited number of blue-chip and midsize  companies  masked the price
deterioration  of the vast  majority  of the other  9,000  stocks  traded in the
United States. For example,  through September 30 of this year, fewer than 20 of
the largest stocks in the S&P 500 Index were  responsible for almost 100% of the
index's performance.  Most stocks were correcting well before the decline in the
major market indices began.

A GOOD PLACE TO WORK  AND INVEST

     Still,  as the chart on page 4  illustrates,  U.S. stock returns since 1990
have been unusually robust,  even with the recession of 1990-1991 and the recent
market  decline.  The S&P 500's  average  annual return from January 1, 1990, to
October 31, 1998, was 16.67%, well above its historical average

[RIGHT MARGIN]

" . . . THROUGH SEPTEMBER 30 OF THIS YEAR, FEWER THAN 20 OF THE LARGEST STOCKS
IN THE S&P 500 INDEX WERE RESPONSIBLE FOR ALMOST 100% OF THE INDEX'S
PERFORMANCE."

MARKET RETURNS
FOR THE YEAR ENDED OCTOBER 31, 1998
S&P 500             21.96%
S&P MIDCAP 400       6.71%
RUSSELL 2000       -11.84%

Source: Lipper Analytical Services, Inc.

These   indices    represent   the   performance   of   large-,    medium-   and
small-capitalization stocks.

[line chart - data below]

MARKET PERFORMANCE (GROWTH OF $1.00)
FOR THE YEAR ENDED OCTOBER 31, 1998

                   S&P 500       S&P Mid-Cap 400     Russell 2000
10/31/97           $1.00             $1.00             $1.00
11/30/97           $1.05             $1.01             $0.99
12/31/97           $1.06             $1.05             $1.01
1/31/98            $1.08             $1.03             $0.99
2/28/98            $1.15             $1.12             $1.07
3/31/98            $1.21             $1.17             $1.11
4/30/98            $1.23             $1.19             $1.12
5/31/98            $1.20             $1.14             $1.06
6/30/98            $1.25             $1.15             $1.06
7/31/98            $1.24             $1.10             $0.97
8/31/98            $1.06             $0.90             $0.79
9/30/98            $1.13             $0.98             $0.85
10/31/98           $1.22             $1.07             $0.88

Value as of 10/31/98:
S&P 500                   $1.22
S&P MidCap 400            $1.07
Russell 2000              $0.88


                                                 www.americancentury.com    3


Market Perspective from Robert C. Puff, Jr.
- --------------------------------------------------------------------------------
                                                                    (Continued)

of roughly 11%. Midsize and smaller stocks posted  respectable  gains during the
same period.

     The fact is,  the  United  States is a pretty  good  place to be. We have a
sound  economy,  a  stable  government,   a  generally   reasonable   regulatory
environment,  and a culture that values creativity and  entrepreneurialism.  The
recent national  elections  suggest that our political  attitudes remain solidly
practical and centrist. Our corporate sector is strong and relatively lean. Many
businesses   have   streamlined   operations  and  enhanced   productivity   via
increasingly powerful--and less expensive--technology.  Response time to changes
in economic  activity and product  demand is quite low.  Economist  Adam Smith's
"invisible hand" continues to be active in getting  businesses to prune,  manage
costs,  and move toward greater  efficiencies.  Overall,  it is a rich,  dynamic
process.

     The Federal  Reserve has done a good job, too. It has kept  interest  rates
stable,  but has been  reasonable  and flexible in its approach,  lowering rates
three times this fall (its first such moves since  1995) to help  stimulate  the
economy.

A DIFFERENT PHASE OF GROWTH

     We are  probably now in a different,  more  moderate  phase of the economic
cycle.  There  is,  quite  frankly,   too  much  of  almost   everything--except
understanding.  As an example, the global production capacity for automobiles is
estimated to be roughly 28-29 million per year, or about 50% higher than demand.
Much the same is true for other key  commodities,  including  basic  foodstuffs,
steel,  petrochemicals,  and energy.  Overcapacity  and global  competition have
eliminated pricing flexibility from the marketplace, and have contributed to the
lowest  inflation  in more  than 30  years.  Lower  interest  rates may help the
situation,  but I doubt  they will have much  impact on demand,  at least  right
away. Lowering rates at this stage is, in effect, like pushing on a string. Many
consumers already have all they need; lower rates won't necessarily  induce them
to buy more.

     At some  point,  of  course,  overcapacity  will  dissipate  as many of the
world's economies begin to grow again. There are already signs, for example,  of
a more responsible  approach to the Japanese banking and economic crises. But in
the current  environment,  deflation remains a threat, and  countries--including
our  own--may  be  tempted  to  fall  into  the  trap  of  protectionism.   U.S.
manufacturers  have already  petitioned for tariffs to counteract the dumping of
steel and wheat by foreign producers.  Trade with Asia is largely one-way: Ships
arrive full at our ports but travel  empty on the return  trip.  If growth slows
too much,  business will lose enthusiasm for new ventures,  and the economy will
contract.  That is the worst-case scenario,  but, in my view, it is not the most
likely.

MID-CAP STOCKS: GROWTH IS INEXPENSIVE

     We have been in a relatively  narrow market for the last few years.  Should
the market broaden, and reward stocks for their earnings strength and not simply
for their size, we believe the earnings acceleration discipline will do well. By
a number of measures, including price-earnings ratios, growth in midsized sector
is as  inexpensive  (with but a few  exceptions)  as it has been in decades.  As
always,  marginal  companies  will  continue to have  problems.  However,  those
midsize firms that have built solid positions in their markets, that have strong
balance  sheets and that have deep enough  pockets to get past the rough  spots,
could be today's bargains and tomorrow's winners.

[LEFT MARGIN]

"THE FACT IS, THE UNITED STATES IS A PRETTY GOOD PLACE TO BE. WE HAVE A SOUND
ECONOMY, A STABLE GOVERNMENT, A GENERALLY REASONABLE REGULATORY ENVIRONMENT,
AND A CULTURE THAT VALUES  CREATIVITY AND ENTREPRENEURIALISM."

[line chart - data below]

MARKET PERFORMANCE (GROWTH OF $1.00)
FROM JANUARY 1, 1990, TO OCTOBER 31, 1998

                   S&P 500        S&P MidCap 400     Russell 2000
12/31/89            $1.00              $1.00              $1.00
12/31/90            $0.97              $0.95              $0.81
12/31/91            $1.26              $1.42              $1.18
12/31/92            $1.36              $1.59              $1.39
12/31/93            $1.50              $1.82              $1.66
12/31/94            $1.52              $1.75              $1.63
12/31/95            $2.08              $2.29              $2.09
12/31/96            $2.56              $2.73              $2.43
12/31/97            $3.41              $3.61              $2.98
YTD 1998            $3.91              $3.66              $2.59

Value as of 10/31/98:
S&P 500                   $3.91
S&P MidCap 400            $3.66
Russell 2000              $2.59

Source: Lipper Analytical Services, Inc.


4    1-800-345-2021


Select--Performance
- --------------------------------------------------------------------------------

<TABLE>
TOTAL RETURNS AS OF OCTOBER 31, 1998
                INVESTOR CLASS (INCEPTION 6/30/71)(1)  ADVISOR CLASS (INCEPTION 8/8/97)  INSTITUTIONAL CLASS (INCEPTION 3/13/97)
                      SELECT          S&P 500              SELECT          S&P 500              SELECT          S&P 500
<S>                    <C>            <C>              <C>                 <C>              <C>                 <C> 
6 MONTHS(2)            1.10%           -0.42%               0.98%           -0.42%               1.20%           -0.42%
1 YEAR                22.96%           21.96%              22.67%           21.96%              23.22%           21.96%
AVERAGE ANNUAL RETURNS
3 YEARS               23.52%           25.98%                --               --                 --               --
5 YEARS               14.94%           21.25%                --               --                 --               --
10 YEARS              15.21%           17.84%                --               --                 --               --
LIFE OF FUND          17.20%           13.29%              15.63%           16.01%              26.37%           24.58%
</TABLE>

(1) Although the fund's actual inception date was 10/31/58,  this inception date
    corresponds  with the  management  company's  implementation  of its current
    investment philosophy and practices.

(2) Returns for periods less than one year are not annualized.

See pages 42, 43 and 44 for  information  about share  classes,  the S&P 500 and
returns.

[mountain chart - data below]

GROWTH OF $10,000 OVER 10 YEARS

                Select           S&P 500
Date         Value Return      Value Return
10/31/88        $10,000          $10,000
10/31/89        $13,260          $12,627
10/31/90        $12,989          $11,677
10/31/91        $16,504          $15,589
10/31/92        $16,797          $17,137
10/31/93        $20,527          $19,689
10/31/94        $19,014          $20,451
10/31/95        $21,870          $25,842
10/31/96        $26,192          $32,052
10/31/97        $33,497          $42,341
10/31/98        $41,187          $51,636

Value as of 10/31/98:
Select    $41,187
S&P 500   $51,636

The chart at left shows the growth of a $10,000  investment  in the fund over 10
years, while the chart below shows the fund's year-by-year performance.  The S&P
500 is  provided  for  comparison  in each  chart.  Past  performance  does  not
guarantee future results.  Investment return and principal value will fluctuate,
and  redemption  value may be more or less than  original  cost.  The charts are
based on Investor Class shares only; performance for other classes will vary due
to differences in fee structures  (see the Total Returns table above).  Select's
total  returns  include  operating  expenses  (such  as  transaction  costs  and
management fees) that reduce returns,  while the total returns of the S&P 500 do
not.

[bar chart - data below]

ONE-YEAR RETURNS OVER 10 YEARS (PERIODS ENDING OCTOBER 31)

<TABLE>
              10/89    10/90    10/91    10/92    10/93    10/94    10/95    10/96    10/97    10/98
<S>           <C>       <C>     <C>      <C>      <C>       <C>     <C>      <C>      <C>      <C>   
Select        32.59%   -2.03%   27.05%   1.76%    22.20%   -7.37%   15.02%   19.76%   27.89%   22.96%
S&P 500       26.27%   -7.52%   33.50%   9.93%    14.89%   3.87%    26.36%   24.03%   32.10%   21.96%
</TABLE>


                                                  www.americancentury.com    5


Select--Q&A
- --------------------------------------------------------------------------------

[photo of Jean Ledford and Richard Welsh}
Jean Ledford and Richard Welsh, portfolio managers on the Select investment team

     An interview with Jean Ledford and Richard Welsh, portfolio managers on the
Select investment team.

HOW DID SELECT PERFORM DURING ITS FISCAL YEAR?

     Select posted a healthy  22.96% total return for the year ended October 31,
1998.* It  outperformed  its benchmark,  the Standard & Poor's 500 Index,  which
gained 21.96%, and also outpaced most of its peers.  Select ranked in the top 4%
of 726 growth and income funds, according to Lipper Analytical Services.(+)

     As you can tell from the chart on page 5, Select's longer-term  performance
also has been  good.  Select  received  a  five-star  rating  for  risk-adjusted
performance  for the  three  years  ended  October  31,  1998,  out of the 2,719
domestic equity funds tracked by Morningstar.(+)(+)  Both Morningstar and Lipper
are independent mutual fund rating companies.

WHAT SECTORS CONTRIBUTED TO SELECT'S  PERFORMANCE?

     Our  best-performing  industry,  pharmaceuticals,   also  was  our  largest
industry  weighting.  Although  holdings ebbed and flowed as earnings  dictated,
drug companies represented 18% of investments at October 31. Pharmaceuticals are
viewed as consistent  earners and are less  vulnerable  to an economic  slowdown
here and in foreign markets,  and that proved to be true when the Asian economic
crisis began to spill over into other parts of the world.

     We doubled Select's weighting in  telecommunications  companies to slightly
more  than 10% of  investments  at  October  31,  and the  sector  ranked as our
second-best  contributor  to  performance.   Telecommunications   companies  are
benefiting  from  deregulation  and robust demand for wireless and Internet data
services,  which helped this sector  outperform the broad market during the very
difficult third quarter.

     Technology companies,  including software manufacturer  Microsoft and Cisco
Systems,  a networking  products  company,  also  contributed to returns.  These
companies are leaders in their  industries and were less affected by problems in
Asia than were their smaller counterparts.

*All fund returns referenced in this interview are for Investor Class shares.

(+)According  to Lipper,  for the periods  ending  October 31, 1998,  Select was
ranked 225 out of 296  growth and income  funds for five years and was ranked 59
out of 146  growth  and  income  funds  for 10  years.  Past  performance  is no
guarantee of future results.

(+)(+)Morningstar  proprietary ratings reflect  risk-adjusted  performance as of
October 31, 1998.  Select received three stars for the five- and 10-year periods
ending  October  31,  1998,  out  of  1,622  and  728  domestic   equity  funds,
respectively.  The overall rating,  which may change monthly, is calculated from
the  fund's  three- and  five-year  returns  in excess of 90-day  Treasury  bill
returns,  with  appropriate fee adjustments and a risk factor that reflects fund
performance  below 90-day Treasury bill returns.  Ten percent of the funds in an
investment  category  receive five stars, the next 22.5% receive four stars, and
the next 35% receive  three stars.  Past  performance  is no guarantee of future
results.

[LEFT MARGIN]

"PHARMACEUTICALS  ARE VIEWED AS CONSISTENT EARNERS AND ARE LESS VULNERABLE TO AN
ECONOMIC  SLOWDOWN HERE AND IN FOREIGN MARKETS,  AND THAT PROVED TO BE TRUE WHEN
THE ASIAN ECONOMIC CRISIS BEGAN TO SPILL OVER INTO OTHER PARTS OF THE WORLD."

PORTFOLIO AT A GLANCE
                                10/31/98          10/31/97
NO. OF COMPANIES                  96                86
MEDIAN P/E RATIO                 32.0              24.4
MEDIAN MARKET                    $31.6            $30.8
CAPITALIZATION                  BILLION           BILLION
PORTFOLIO TURNOVER               165%               94%
EXPENSE RATIO (FOR
   INVESTOR CLASS)               1.00%             1.00%

Investment terms are defined in the Glossary on page 44.


6     1-800-345-2021


Select--Q&A
- --------------------------------------------------------------------------------
                                                                    (continued)

WHICH STOCKS CONTRIBUTED THE MOST TO PERFORMANCE?

     Investors  continued to gravitate to the perceived  safety of larger firms,
and paid a premium for  industry  leadership  and growth  sustainability.  These
characteristics can be seen in Select's  top-performing  stocks,  which included
Tyco  International,  a diversified  manufacturing  company,  discount  retailer
Wal-Mart, drug maker Merck, and computer networking manufacturer Cisco Systems.

     Select's top contributor was Tyco,  which has businesses in fire and safety
protection   systems,   flow  control  equipment,   electrical  and  electronics
components,  and disposable products.  The company's long-running success is due
in part to its  ability  to  acquire  companies  that  fit  well  with  existing
businesses and to manage its operations profitably.  We continue to take profits
in this holding, which has appreciated substantially.

     Wal-Mart  was  another  successful  investment.   A  strong  economy,  more
profitable  private-label  grocery  items,  and ongoing  economies of scale have
driven the company's profits. Wal-Mart also is beginning to realize the benefits
of its 1997  acquisition of a retail chain in Germany and its majority  interest
in Cifra, Mexico's largest retailer.

     Merck was our  top-contributing  pharmaceutical  company. Its earnings have
been  buoyed  by the  successful  launch  of  several  new  products,  including
Propecia,  for treating  male-pattern  hair loss, and Fosamax,  which treats and
prevents osteoporosis.

     Cisco  Systems,  which we  mentioned  earlier,  significantly  added to the
fund's  performance.  The company has sustained its earnings growth rate through
aggressive marketing of its Internet routers and related services.

WHICH SECTORS OR STOCKS DAMPENED  PERFORMANCE?

     Select's worst-performing stocks were, almost without exception,  banks and
financial service companies.  Growth in the financial industry began to stall in
mid-year in response to escalating  turmoil in Southeast Asia,  Russia and Latin
America.  In  hindsight,  we  were a bit  tardy  in our  exit,  although  we had
substantially  reduced  holdings  ahead of the rout  that  ensued  in the  third
quarter. Names we eliminated include Morgan Stanley Dean Witter, BankAmerica and
MBNA Corporation.

     Another  underperforming  holding,  Tellabs,  Inc.,  suffered  a  perceived
slowdown in customer orders due to global economic problems and a failed merger.
Tellabs is a  telecommunications  equipment  manufacturer  with exposure to many
overseas markets.  Its international sales representing more than a third of its
revenues. Investors' confidence in this stock diminished perceptibly as problems
abroad compounded. We have removed this stock from the portfolio.

WHAT CHANGES DID YOU MAKE TO THE PORTFOLIO IN THE LAST SIX MONTHS?

     Our greatest  shifts have been in  pharmaceutical  stocks,  where  holdings
fluctuated  in  response  to  earnings.  Good  individual  stock  selection  and
effective  timing of buy and sell decisions helped this group emerge as Select's
top-contributing  sector, and we believe the future continues to look bright for
pharmaceuticals, especially larger-cap drug companies.

     As we mentioned earlier, we increased Select's stake in  telecommunications
companies,  such as AT&T and MCI  WorldCom,  which  have  done  well  since  the
market's tumble in July 1998. AT&T's

[RIGHT MARGIN]

TOP TEN HOLDINGS
                                  % OF FUND INVESTMENTS
                                  AS OF             AS OF
                                10/31/98           4/30/98

GENERAL ELECTRIC
     CO. (U.S.)                   3.7%               4.5%

MICROSOFT CORP.                   3.6%               2.5%

INTERNATIONAL BUSINESS
     MACHINES CORP.               3.4%               1.0%

MERCK & CO., INC.                 3.3%                 --

BRISTOL-MYERS
     SQUIBB CO.                   2.8%               1.5%

WAL-MART STORES, INC.             2.7%               2.6%

JOHNSON & JOHNSON                 2.7%               0.9%

INTEL CORP.                       2.7%               0.8%

MCI WORLDCOM, INC.(1)             2.6%            1.4%(2)

AT&T CORP.                        2.3%               1.1%


(1) WorldCom, Inc. acquired MCI Communications on 9/15/98. Surviving name is MCI
    WorldCom, Inc.

(2) Represents WorldCom shares owned by the fund.

TOP FIVE INDUSTRIES
                                  % OF FUND INVESTMENTS
                                  AS OF             AS OF
                                10/31/98           4/30/98

PHARMACEUTICALS                  18.0%               6.5%

COMMUNICATIONS
     SERVICES                    10.2%               8.7%

COMPUTER SYSTEMS                  6.6%               3.4%

COMPUTER SOFTWARE
     & SERVICES                   6.2%               8.7%

DIVERSIFIED COMPANIES             5.8%              10.4%


                                                  www.americancentury.com    7


Select--Q&A
- --------------------------------------------------------------------------------
                                                                    (continued)

arrangement  with British Telecom (BT) to provide  international  communications
services  bodes well for this company's  growth.  Meanwhile,  MCI WorldCom,  the
nation's  second-largest  long-distance  company, is one of the first vertically
integrated telecommunications providers, which means it can supply its customers
with local,  long-distance and Internet data service. We also increased holdings
in regional Bell operating  companies,  which are enjoying increasing demand for
newer  services  such as caller  identification  and  additional  phone lines to
support home-based Internet use.

     On the sell side,  we reduced our stake in energy  companies,  particularly
oilfield services  companies.  This sector suffered as ongoing weakness in crude
oil prices  effectively  slowed growth in oilfield  exploration  and production,
especially  in North  America.  At this time,  we do not expect the  slowdown to
reverse itself in the near future.

WHAT'S YOUR OUTLOOK ON STOCKS HEADING INTO 1999?

     We believe that investors will continue to gravitate  toward companies with
the best chances of sustaining  their  growth--those  with the highest  earnings
visibility--and  an ability to ride out a period of  slowing  economic  activity
here and abroad. We will continue to search for and buy high-quality,  large-cap
companies with good earnings acceleration and revenue growth.

[LEFT MARGIN]

"WE WILL CONTINUE TO SEARCH FOR AND BUY HIGH-QUALITY, LARGE-CAP COMPANIES WITH
GOOD EARNINGS ACCELERATION AND REVENUE GROWTH."

[pie charts - data below]

TYPES OF INVESTMENTS IN  THE PORTFOLIO

AS OF OCTOBER 31, 1998
Temporary Cash Investments     6.0%
Common Stocks                 94.0%

AS OF APRIL 30, 1998
Temporary Cash Investments     4.0%
Common Stocks                 96.0%


8    1-800-345-2021


Select--Schedule of Investments
- --------------------------------------------------------------------------------

OCTOBER 31, 1998

Shares                     ($ in Thousands)                     Value
- --------------------------------------------------------------------------------

COMMON STOCKS-94.0%

AEROSPACE & DEFENSE-1.1%
    1,250,000  Boeing Co.                                        $     46,875
      135,000  Lockheed Martin Corp.                                   15,036
                                                                -------------
                                                                       61,911
                                                                -------------
BANKING-4.2%
      500,000  Bank of New York Co., Inc. (The)                        15,781
      530,000  Chase Manhattan Corp.                                   30,111
    1,300,000  Citigroup Inc.                                          61,180
      480,000  Fifth Third Bancorp                                     31,815
      970,000  First Union Corp.                                       56,260
      300,000  Fleet Financial Group, Inc.                             11,981
      850,000  Norwest Corp.                                           31,609
                                                                -------------
                                                                      238,737
                                                                -------------
BIOTECHNOLOGY-0.6%
      450,000  Amgen Inc.(1)                                           35,367
                                                                -------------
BROADCASTING & MEDIA-1.5%
      850,000  CBS Corporation                                         23,747
      650,000  Time Warner Inc.                                        60,327
                                                                -------------
                                                                       84,074
                                                                -------------
CHEMICALS & RESINS-1.2%
      290,000  Dow Chemical Co.                                        27,151
      675,000  du Pont (E.I.) de Nemours & Co.                         38,813
                                                                -------------
                                                                       65,964
                                                                -------------
COMMUNICATIONS EQUIPMENT-4.3%
    1,580,000  Cisco Systems Inc.(1)                                   99,688
      850,000  Lucent Technologies Inc.                                68,158
      950,000  Motorola, Inc.                                          49,400
      572,700  Northern Telecom Ltd.                                   24,519
                                                                -------------
                                                                      241,765
                                                                -------------
COMMUNICATIONS SERVICES-10.2%
      909,800  AirTouch Communications, Inc.(1)                        50,949
      900,000  Ameritech Corp.                                         48,544
    2,130,000  AT&T Corp.                                             132,593
    1,000,000  Bell Atlantic Corp.                                     53,125
      625,000  BellSouth Corp.                                         49,883
      300,000  Century Telephone Enterprises, Inc.                     17,044
      610,000  GTE Corp.                                               35,799
    2,700,000  MCI WorldCom, Inc.(1)                                  149,258
      560,000  Sprint Corp.                                            42,980
                                                                -------------
                                                                       580,175
                                                                 -------------

Shares                     ($ in Thousands)                    Value
- -------------------------------------------------------------------------------

COMPUTER PERIPHERALS-1.5%
      880,000  3Com Corp.(1)                                     $     31,763
      850,000  EMC Corp. (Mass.)(1)                                    54,719
                                                                -------------
                                                                       86,482
                                                                -------------
COMPUTER SOFTWARE & SERVICES-6.2%
      650,000  America Online Inc.                                     82,591
      560,000  BMC Software, Inc.(1)                                   26,898
    1,900,000  Microsoft Corp.(1)                                     201,222
    1,360,000  Oracle Systems Corp.(1)                                 40,205
                                                                -------------
                                                                      350,916
                                                                -------------
COMPUTER SYSTEMS-6.6%
    2,260,000  Compaq Computer Corp.                                   71,473
    1,100,000  Dell Computer Corp.(1)                                  72,084
    1,300,000  International Business
                  Machines Corp.                                      192,969
      620,000  Sun Microsystems, Inc.(1)                               36,076
                                                                -------------
                                                                      372,602
                                                                -------------
CONSUMER PRODUCTS-2.5%
      400,000  Avon Products, Inc.                                     15,875
      420,000  Colgate-Palmolive Co.                                   37,118
    1,000,000  Procter & Gamble Co. (The)                              88,875
                                                                -------------
                                                                      141,868
                                                                -------------
DIVERSIFIED COMPANIES-5.8%
    2,370,000  General Electric Co. (U.S.)                            207,373
      200,000  Honeywell Inc.                                          15,975
      700,000  Minnesota Mining &
                  Manufacturing Co.                                    56,000
      750,000  Tyco International Ltd.                                 46,453
                                                                -------------
                                                                      325,801
                                                                -------------
ELECTRICAL &
ELECTRONIC
COMPONENTS-3.0%
    1,700,000  Intel Corp.                                            151,671
      350,000  Solectron Corp.(1)                                      20,038
                                                                -------------
                                                                      171,709
                                                                -------------
ENERGY (PRODUCTION & MARKETING)-2.6%
      400,000  Chevron Corp.                                           32,600
      670,000  Enron Corp.                                             35,343
      600,000  Exxon Corp.                                             42,750
      500,000  Mobil Corp.                                             37,844
                                                                -------------
                                                                      148,537
                                                                -------------
ENVIRONMENTAL SERVICES-0.3%
      800,000  Republic Services, Inc. Cl A(1)                         17,500
                                                                -------------

See Notes to Financial Statements


                                                  www.americancentury.com     9


Select--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (continued)

OCTOBER 31, 1998

Shares                     ($ in Thousands)                     Value
- --------------------------------------------------------------------------------

FINANCIAL SERVICES-2.6%
      490,000  Associates First Capital Corp.                    $     34,545
      670,000  Fannie Mae                                              47,444
      460,000  Federal Home Loan Mortgage
                  Corporation                                          26,450
      799,600  Schwab (Charles) Corp.                                  38,331
                                                                -------------
                                                                      146,770
                                                                -------------
FOOD & BEVERAGE-4.8%
      700,000  Anheuser-Busch Companies, Inc.                          41,606
      413,000  Campbell Soup Co.                                       22,018
    1,400,000  Coca-Cola Company (The)                                 94,675
      685,000  ConAgra, Inc.                                           20,850
      415,000  Heinz (H.J.) Co.                                        24,122
      900,000  PepsiCo, Inc.                                           30,375
       99,600  Quaker Oats Co. (The)                                    5,883
      500,000  Sara Lee Corp.                                          29,844
                                                                -------------
                                                                      269,373
                                                                -------------
HEALTHCARE-1.3%
      620,000  Baxter International, Inc.                              37,161
      390,000  Cardinal Health, Inc.                                   36,879
                                                                -------------
                                                                       74,040
                                                                -------------
INSURANCE-2.2%
      540,900  Allstate Corp.                                          23,293
      680,000  American International Group, Inc.                      57,970
      600,000  SunAmerica, Inc.                                        42,300
                                                                -------------
                                                                      123,563
                                                                -------------
LEISURE-0.6%
    1,330,000  Disney (Walt) Co.                                       35,827
                                                                -------------
MEDICAL EQUIPMENT & SUPPLIES-1.9%
      503,000  Guidant Corp.                                           38,480
    1,050,300  Medtronic, Inc.                                         68,270
                                                                -------------
                                                                      106,750
                                                                -------------
OFFICE EQUIPMENT & SUPPLIES-0.3%
      350,000  Pitney Bowes Inc.                                       19,272
                                                                -------------
PAPER & FOREST PRODUCTS-0.8%
      675,000  Kimberly-Clark Corp.                                    32,569
      230,000  Weyerhaeuser Co.                                        10,767
                                                                -------------
                                                                       43,336
                                                                -------------

Shares                     ($ in Thousands)                    Value
- -------------------------------------------------------------------------------

PHARMACEUTICALS-18.0%
    1,400,000  Abbott Laboratories                               $     65,713
      900,000  American Home Products Corp.                            43,875
    1,430,000  Bristol-Myers Squibb Co.                               158,103
    1,880,000  Johnson & Johnson                                      153,220
    1,590,000  Lilly (Eli) & Co.                                      128,691
    1,385,000  Merck & Co., Inc.                                      187,321
    1,170,000  Pfizer, Inc.                                           125,556
    1,150,000  Pharmacia & Upjohn Inc.                                 60,878
      530,000  Schering-Plough Corp.                                   54,524
      510,000  Warner-Lambert Co.                                      39,971
                                                                -------------
                                                                    1,017,852
                                                                -------------
RESTAURANTS-0.5%
      450,000  McDonald's Corp.                                        30,094
                                                                -------------
RETAIL (FOOD & DRUG)-1.7%
      865,000  CVS Corp.                                               39,520
      600,000  Rite Aid Corp.                                          23,813
    1,290,000  SYSCO Corp.                                             34,749
                                                                -------------
                                                                       98,082
                                                                -------------
RETAIL (GENERAL MERCHANDISE)-3.0%
      350,000  Best Buy Co., Inc.(1)                                   16,800
    2,250,000  Wal-Mart Stores, Inc.                                  155,250
                                                                -------------
                                                                      172,050
                                                                -------------
RETAIL (SPECIALTY)-1.2%
    1,500,000  Home Depot, Inc.                                        65,250
                                                                -------------
TOBACCO-2.3%
    2,550,000  Philip Morris Companies Inc.                           130,369
                                                                -------------
UTILITIES-1.2%
      300,000  American Electric Power Co., Inc.                       14,681
      250,000  Duke Power Co.                                          16,172
      600,000  PG&E Corp.                                              18,263
      600,000  Southern Co.                                            16,913
                                                                -------------
                                                                       66,029
                                                                -------------
TOTAL COMMON STOCKS                                                 5,322,065
     (Cost $4,268,613)                                          -------------

                                              See Notes to Financial Statements


10    1-800-345-2021


Select--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (continued)

OCTOBER 31, 1998

Principal Amount           ($ in Thousands)                     Value
- --------------------------------------------------------------------------------

TEMPORARY CASH INVESTMENTS(2)-6.0%
   $      856  FHLB Discount Notes,
5.40%,
                  11/2/98                                      $          856
       50,000  FHLB Discount Notes, 5.14%,
                  11/4/98                                              49,987
      286,544  FHLMC Discount Notes, 5.42%,
                  11/2/98                                             286,544
                                                                -------------
TOTAL TEMPORARY CASH INVESTMENTS                                      337,387
    (Cost $337,336)                                             -------------

TOTAL INVESTMENT SECURITIES-100.0%                                 $5,659,452
    (Cost $4,605,949)                                           =============

================================================================================
FUTURES CONTRACTS
                               ($ in Thousands)
                     Expiration       Underlying Face         Unrealized
   Purchased            Date           Amount at Value           Gain
- ------------------------------------------------------------------------
  595 S&P 500         December
    Futures             1998              $164,398              $13,523
                                       ==================================

NOTES TO SCHEDULE OF INVESTMENTS

FHLB = Federal Home Loan Bank

FHLMC = Federal Home Loan Mortgage Corporation

(1) Non-income producing.

(2) The  rates  for U.S.  Government  Agency  discount  notes  are the  yield to
    maturity at purchase.

UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  tells  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:
o a list of each investment
o the number of shares of each stock or the principal  amount of each bond 
o the market value of each investment
o the percentage of total investments in each industry 
o the percent and dollar breakdown of each investment category

See Notes to Financial Statements

                                                www.americancentury.com      11


Heritage--Performance
- --------------------------------------------------------------------------------

<TABLE>
TOTAL RETURNS AS OF OCTOBER 31, 1998
                INVESTOR CLASS (INCEPTION 11/10/87)    ADVISOR CLASS (INCEPTION 7/11/97)    INSTITUTIONAL CLASS (INCEPTION 6/16/97)
                    HERITAGE     S&P MIDCAP 400           HERITAGE     S&P MIDCAP 400             HERITAGE S&P MIDCAP 400
<S>                 <C>          <C>                     <C>             <C>                        <C>              <C>   
6 MONTHS(1)         -23.17%         -10.46%               -23.21%          -10.46%                   -23.08%          -10.46%
1 YEAR              -15.87%           6.71%               -16.03%            6.71%                   -15.67%            6.71%
AVERAGE ANNUAL RETURNS
3 YEARS               6.38%          18.44%                  --                --                        --                --
5 YEARS               7.57%          15.57%                  --                --                        --                --
10 YEARS             12.25%          17.60%                  --                --                        --                --
LIFE OF FUND         13.45%       18.63%(2)                -9.63%         6.19%(3)                    -5.74%          13.53%(4)
</TABLE>

(1)  Returns for periods less than one year are not annualized.

(2)  Return from 11/30/87, the date nearest the class's inception for which data
     are available.

(3)  Return from 7/31/97,  the date nearest the class's inception for which data
     are available.

(4)  Return from 6/30/97,  the date nearest the class's inception for which data
     are available.

See pages 42, 43 and 44 for information about share classes,  the S&P MidCap 400
Index and returns.

[mountain chart - data below}

Growth of $10,000 Over 10 Years

            Heritage   S&P MidCap 400
Date         Value         Value
10/31/88    $10,000       $10,000
10/31/89    $13,266       $13,061
10/31/90    $11,723       $11,311
10/31/91    $15,622       $18,488
10/31/92    $17,130       $20,192
10/31/93    $22,038       $24,539
10/31/94    $21,789       $25,123
10/31/95    $26,373       $30,452
10/31/96    $29,126       $35,736
10/31/97    $37,736       $47,410
10/31/98    $31,748       $50,592

Value as of 10/31/98:
Heritage          $31,748
S&P MidCap 400    $50,592

The chart at left shows the growth of a $10,000  investment  in the fund over 10
years, while the chart below shows the fund's year-by-year performance.  The S&P
MidCap 400 Index is provided for comparison in each chart. Past performance does
not  guarantee  future  results.  Investment  return  and  principal  value will
fluctuate,  and  redemption  value may be more or less than original  cost.  The
charts are based on Investor  Class shares only;  performance  for other classes
will vary due to  differences  in fee  structures  (see the Total  Returns table
above). Heritage's total returns include operating expenses (such as transaction
costs and management  fees) that reduce returns,  while the total returns of the
S&P MidCap 400 Index do not.

[bar chart - data below]

ONE-YEAR RETURNS OVER 10 YEARS (PERIODS ENDING OCTOBER 31)

<TABLE>
                      10/89    10/90    10/91    10/92    10/93    10/94    10/95    10/96    10/97    10/98
<S>                  <C>       <C>      <C>      <C>      <C>       <C>     <C>      <C>      <C>      <C>   
Select               32.65%   -11.62%   33.25%   9.65%    28.64%   -1.13%   21.04%   10.44%   29.56%  -15.87%
S&P MidCap 400       30.61%   -13.40%   63.45%   9.22%    21.53%    2.38%   21.21%   17.35%   32.67%    6.71%
</TABLE>


12     1-800-345-2021


Heritage--Q&A
- --------------------------------------------------------------------------------

[photo of Harold Bradley and Linda Peterson]
Harold Bradley and Linda Peterson, portfolio managers on the Heritage investment
team

     An interview with Harold Bradley and Linda Peterson,  portfolio managers on
the Heritage investment team.

HOW DID HERITAGE PERFORM DURING THE  PAST YEAR?

     Heritage lost 15.87% during the 12 months ended October 31, 1998, in a year
characterized  by unusually high volatility and wide disparity,  based on market
capitalization,  in the  performance of stocks.* The S&P MidCap 400 Index gained
6.71% during the same period.

WILL YOU EXPLAIN HERITAGE'S PERFORMANCE RELATIVE TO THE S&P MIDCAP 400?

     The S&P MidCap 400 Index is a  capitalization-weighted  index,  meaning the
largest companies have the most significant impact on performance.  For example,
America  Online was the  best-performing  stock in this  index,  up 230% for the
year.  At a market  capitalization  of $32 billion,  AOL fits no definition of a
mid-cap  investment.  Of the top 10 performing stocks in the S&P MidCap 400, all
exceed the $5 billion market  capitalization level that typically  distinguishes
large-cap from mid-cap stocks.

     Investors  paid a  significant  premium for the  presumed  safety of larger
companies in 1998. The disparity in performance between very large companies and
the small- and  mid-cap  companies  owned by  Heritage  approached  historically
unprecedented levels.

     In the first quarter of the year, small-capitalization companies (less than
$1 billion) represented a significant portion of Heritage's holdings. As a group
this year,  small-capitalization  stocks  proved to be a victim of the  market's
growing concerns that Asian economic problems might spread globally. A number of
reports conclude that the average  small-capitalization stock lost more than 15%
in  the  year.  The  average  mid-cap  stock  fared  only   marginally   better.
Interestingly,  many of  these  companies  continued  to  demonstrate  favorable
earnings and revenue patterns.  At the same time, investors lost confidence that
such  performance  could  continue and prices fell.  Even though we shifted more
toward the mid-cap  sector,  small-cap  stocks in the portfolio  detracted  from
performance.

WHAT WERE SOME THEMES OR HOLDINGS THAT HELPED DURING THE YEAR?

     Heritage  enjoyed  favorable  investment  returns  from  food and  beverage
companies, pharmaceuticals, cable operators and electric utilities.

     Mylan  Labs,  our  largest  contributor,  illustrates  our  interest in the
generic drug sector. As prices for branded  pharmaceutical  products continue to
escalate,  the generic drug makers increasingly exploit opportunities to deliver
effective  drug therapies at cheaper  prices.  Earnings and revenues grow as new
products are  approved.  Additionally,  many health  insurers now charge  higher
co-payments  for brand name drugs to control costs and foster  greater  consumer
reliance on generic products.

*All fund returns referenced in this interview are for Investor Class shares.

[RIGHT MARGIN]

"INVESTORS  PAID A  SIGNIFICANT  PREMIUM  FOR  THE  PRESUMED  SAFETY  OF  LARGER
COMPANIES IN 1998. THE DISPARITY IN PERFORMANCE BETWEEN VERY LARGE COMPANIES AND
THE SMALL- AND  MID-CAP  COMPANIES  OWNED BY  HERITAGE  APPROACHED  HISTORICALLY
UNPRECEDENTED LEVELS."

PORTFOLIO AT A GLANCE
                                    10/31/98          10/31/97
NO. OF COMPANIES                      82                93
MEDIAN P/E RATIO                     25.3              22.5
MEDIAN MARKET                        $2.97             $893
CAPITALIZATION                      BILLION           MILLION
PORTFOLIO TURNOVER                   148%               69%
EXPENSE RATIO (FOR
   INVESTOR CLASS)                   1.00%             1.00%

Investment terms are defined in the Glossary on page 44.


                                            www.americancentury.com         13


Heritage--Q&A
- --------------------------------------------------------------------------------
                                                                    (continued)

     DEKALB  Genetics was the fund's  second-best  contributor  to  performance.
Monsanto  acquired the company in the second  quarter at a large  premium to the
market price. Chemical companies such as Monsanto continue to acquire leaders in
agricultural biotechnology applications.

     Our  investment  in The Metzler  Group,  a leading  provider of  consulting
services to energy-based and other regulated  industries,  represents Heritage's
focus on both growth and recurring revenue streams.  Metzler generally  delivers
its  services  based  on  long-term   contracts.   Consolidation   and  emerging
competition in the utility industry should place Metzler in a strong position to
advise  utility  executives  about cost  management  practices  and  operational
efficiency.

     Cable  companies  also  contributed  positively to the fund's  performance.
Strong cash flow from  subscriber  growth and a host of new  services  including
Internet  access,  telecommunications  and data  transfer  create  a  compelling
investment  theme.  Many of these companies are nearing the end of large capital
expenditures to modernize  systems,  which should lead to strong earnings growth
in the very near future.

WHICH STOCKS OR INDUSTRIES HURT FUND PERFORMANCE DURING THE YEAR?

     Investments  in  electronic  components,  computer  software,  and  apparel
companies  dampened  investment  performance.  The technology  group,  including
software,  was buffeted by concerns  about the meltdown of Asian  economies  and
persistent worries that the Year 2000 "bug" in major computer systems might slow
new software  purchases in 1999.  One holding,  FileNet,  was among the software
companies  that blamed an earnings  shortfall  on  purchase  deferrals  by major
clients worried about introducing new complexity into newly Year  2000-compliant
computer systems.

     The technology group represented 25% of the fund last year and was pared to
16% at year-end.

WHAT CHANGES DID YOU MAKE IN THE  PORTFOLIO DURING THE YEAR?

     The transition of the portfolio  management  team in March of this year led
to  significant  restructuring  of the  portfolio and the adoption of additional
processes to ensure  appropriate  diversification  and growth consistent with an
accelerating rate of change in a company's revenues and earnings.

     Heritage  moved  up in  market  capitalization  to a more  focused  mid-cap
approach.  This  action  created  some  transition  costs  as the  sale  of many
smaller-capitalization  companies  coincided with a sharp contraction in trading
volumes in the second and third quarters of the year.

     The  emphasis  on  diversification  led the  fund  to  build  positions  in
companies connected with the highway construction industry.  These companies are
likely to benefit  from a 40%  increase in federal  highway  spending  under the
recently  passed  five-year  Federal  Transportation  Equity  Act for  the  21st
Century.  Such  companies  appear  positioned  to generate  strong growth with a
smaller risk to earnings from a possible general slowing of the economy.

     We also  directed  more  investment  dollars  into  the  biotechnology  and
healthcare  groups.  Biotech  companies  specifically  now exhibit  earnings and
revenue growth after years of extensive and expensive  research and development.
Biogen,  for example,  turned research into a dominant  multiple  sclerosis drug
called Avonex. Strong

[LEFT MARGIN]

TOP TEN HOLDINGS
                                         % OF FUND INVESTMENTS
                                     AS OF                   AS OF
                                   10/31/98                 4/30/98
MYLAN LABORATORIES
     INC.                            5.8%                    2.6%
OMNICARE, INC.                       2.9%                    1.2%
METZLER GROUP,
     INC. (THE)                      2.9%                     --
CRH PLC ORD                          2.8%                    0.7%
RELIASTAR FINANCIAL
     CORP.                           2.7%                    1.2%
NETWORK ASSOCIATES
     INC.                            2.7%                    2.0%
BIOMATRIX, INC.                      2.6%                     --
LAFARGE SA ORD                       2.4%                    0.9%
HARLEY-DAVIDSON, INC.                2.3%                     --
GEMSTAR INTERNATIONAL
     GROUP LTD.                      2.2%                     --

TOP FIVE INDUSTRIES
                                         % OF FUND INVESTMENTS
                                     AS OF                   AS OF
                                   10/31/98                 4/30/98
COMPUTER SOFTWARE
     & SERVICES                     11.3%                    15.5%
CONSTRUCTION &
     PROPERTY DEVELOPMENT            8.9%                     1.1%
COMMUNICATIONS
     SERVICES                        7.8%                     0.8%
PHARMACEUTICALS                      7.2%                     5.1%
BUSINESS SERVICES &
     SUPPLIES                        6.3%                     6.9%


14     1-800-345-2021


Heritage--Q&A
- --------------------------------------------------------------------------------
                                                                    (continued)

European acceptance of this drug therapy is helping drive accelerating earnings.

WHAT EXPLAINS THE INCREASE IN NON-U.S. STOCKS IN THE FUND?

     The increase in Heritage's international stock ownership from 7.6% to 17.2%
reflected an investment outlook for continued  infrastructure spending in Europe
and the strong  economic  benefits  likely to accrue to the Continent  after the
European Economic Union begins on January 1, 1999.

     The  increase  in  international   stock  weightings  was  concentrated  in
construction  and financial  themes and  contributed  positively to  performance
during the year.

     One of our  top-contributing  international  stocks was CRH PLC. This Irish
company derives more than half of its revenues from the United States,  where it
is a major supplier of concrete and aggregate  materials  used in  roadbuilding.
This represents one of the ironies of investing in 1998.  Many companies  appear
to be non-U.S.  concerns but derive significant percentages of revenue from U.S.
operations.  At the same time,  many mid-cap U.S.  companies now have  extensive
operations in Europe, Asia, and Latin America.

     Alberta Energy,  one of Canada's largest  natural-gas  producers,  provides
another  example of a foreign  company  taking aim at the U.S.  market.  Alberta
participates  in a consortium  building  the  Alliance  gas  pipeline  that will
transport low-cost Canadian gas directly to the United States early next year.

WHAT IS YOUR OUTLOOK FOR HERITAGE AND MID-CAP STOCKS?

     In   1998,   the   valuation   placed   on   earnings   and   revenues   of
large-capitalization  companies reached  historically extreme levels compared to
those of small- and mid-cap  companies.  While it is  impossible  to predict how
long such trends might  continue,  history shows that  investors tend to correct
such disparities often after sharp market  corrections such as those in 1973-74,
1987, and 1990-91.

[RIGHT MARGIN]

"WE FEEL  CONFIDENT  THAT OUR FOCUSED  INVESTMENT  PROCESS,  AND MORE  FAVORABLE
GLOBAL ECONOMIC  CONDITIONS,  WILL ULTIMATELY REWARD INVESTORS IN MID-CAP GROWTH
STOCKS."

[pie charts - data below]

TYPES OF INVESTMENTS IN  THE PORTFOLIO

AS OF OCTOBER 31, 1998
Convertible Bonds              1.0%
Temporary Cash Investments     3.0%
Common Stocks                 96.0%

AS OF APRIL 30, 1998
Temporary Cash Investments     7.0%
Common Stocks                 93.0%


                                                 www.americancentury.com     15


Heritage--Schedule of Investments
- --------------------------------------------------------------------------------

OCTOBER 31, 1998

Shares                     ($ in Thousands)                     Value
- --------------------------------------------------------------------------------

COMMON STOCKS-96.1%

AEROSPACE & DEFENSE-2.6%
    1,561,500  Bombardier Inc. Cl B ORD                          $     18,481
       58,000  EG&G, Inc.                                               1,457
       58,000  Lockheed Martin Corp.                                    6,460
                                                                -------------
                                                                       26,398
                                                                -------------
AUTOMOBILES & AUTO PARTS-0.3%
      108,000  Hayes Lemmerz International Inc.(1)                      2,896
                                                                -------------
BANKING-1.9%
       45,700  Dexia France ORD                                         6,739
       37,600  First American Corp. (Tenn.)                             1,551
       22,000  M & T Bank Corporation                                  10,967
                                                                -------------
                                                                       19,257
                                                                -------------
BIOTECHNOLOGY-5.6%
      155,200  Biogen, Inc.(1)                                         10,782
      555,400  Biomatrix, Inc.(1)                                      26,104
      213,400  Centocor, Inc.(1)                                        9,490
      141,200  Immunex Corp.(1)                                         9,752
                                                                -------------
                                                                       56,128
                                                                -------------
BROADCASTING & MEDIA-1.9%
       12,100  Media General, Inc. Cl A                                   541
      816,600  USA Networks Inc.(1)                                    18,348
                                                                -------------
                                                                       18,889
                                                                -------------
BUSINESS SERVICES & SUPPLIES-6.3%
      491,600  Mastech Corp.(1)                                        11,568
      687,900  Metzler Group, Inc. (The)(1)                            28,720
      716,300  National Computer Systems, Inc.                         20,124
      134,900  PAREXEL International Corp.(1)                           2,980
                                                                -------------
                                                                       63,392
                                                                -------------
COMMUNICATIONS EQUIPMENT-2.9%
      450,500  ADC Telecommunications, Inc.(1)                         10,347
      387,600  Ascend Communications, Inc.(1)                          18,690
                                                                -------------
                                                                       29,037
                                                                -------------
COMMUNICATIONS SERVICES-6.9%
      182,100  Adelphia Communications
                  Corp. Cl A(1)                                         6,943
      183,300  Comcast Corp. Cl A                                       8,982
      175,200  Cox Communications, Inc. Cl A(1)                         9,614
      397,600  Gemstar International Group Ltd.(1)                     21,769
      422,800  Global TeleSystems Group, Inc.(1)                       16,886
      159,700  Pacific Gateway Exchange, Inc.(1)                        4,631
                                                                -------------
                                                                       68,825
                                                                -------------

Shares                     ($ in Thousands)                     Value
- --------------------------------------------------------------------------------

COMPUTER SOFTWARE & SERVICES-11.3%
      209,500  Cap Gemini N.V. ORD                               $     12,949
      346,800  Getronics N.V. ORD                                      14,383
      700,500  HBO & Co.                                               18,366
      330,600  Henry (Jack) & Associates, Inc.                         15,166
      172,900  HNC Software Inc.(1)                                     5,814
      295,200  Intuit Inc.(1)                                          14,871
      630,910  Network Associates Inc.(1)                              26,833
      109,700  Synopsys, Inc.(1)                                        4,954
                                                                -------------
                                                                      113,336
                                                                -------------
CONSTRUCTION & PROPERTY
DEVELOPMENT-8.9%
    1,936,681  CRH plc ORD                                             28,234
      400,000  Granite Construction Inc.                               13,325
      230,000  Lafarge SA ORD                                          23,522
      321,700  Martin Marietta Materials, Inc.                         15,783
      134,300  Owens Corning                                            4,877
       27,000  Vulcan Materials Co.                                     3,203
                                                                -------------
                                                                       88,944
                                                                -------------
ELECTRICAL & ELECTRONIC  COMPONENTS-2.6%
      128,700  Altera Corp.(1)                                          5,353
       96,200  Flextronics International Ltd.(1)                        4,999
       96,700  PMC-Sierra, Inc.(1)                                      4,345
      178,900  Vitesse Semiconductor Corp.(1)                           5,781
      133,500  Xilinx, Inc.(1)                                          5,961
                                                                -------------
                                                                       26,439
                                                                -------------
ENERGY (PRODUCTION & MARKETING)-3.2%
      710,300  Alberta Energy Co. Ltd. ORD                             16,583
      122,000  Burlington Resources Inc.                                5,025
      306,400  Sun Company, Inc.                                       10,513
                                                                -------------
                                                                       32,121
                                                                -------------
ENVIRONMENTAL SERVICES-1.2%
      535,200  Republic Services, Inc. Cl A(1)                         11,708
                                                                -------------
FINANCIAL SERVICES-3.4%
      282,900  Affiliated Managers Group Inc.(1)                        6,295
      364,900  Countrywide Credit Industries, Inc.                     15,759
       29,895  Credit Commercial de France ORD                          2,100
        3,163  Julius Baer Holding AG ORD                               9,695
                                                                -------------
                                                                       33,849
                                                                -------------
FOOD & BEVERAGE-1.6%
      384,400  Tyson Foods, Inc. Cl A                                   8,841
      314,600  Whitman Corp.                                            6,744
                                                                -------------
                                                                       15,585
                                                                -------------

                                             See Notes to Financial Statements


16    1-800-345-2021


Heritage--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (continued)

OCTOBER 31, 1998

Shares                     ($ in Thousands)                     Value
- --------------------------------------------------------------------------------

HEALTHCARE-4.9%
      611,600  Total Renal Care Holdings, Inc.(1)                $     14,984
      840,400  Omnicare, Inc.                                          29,046
       73,900  Wellpoint Health Networks Inc.(1)                        5,441
                                                                -------------
                                                                       49,471
                                                                -------------
INSURANCE-4.4%
       65,400  Lincoln National Corp.                                   4,962
      257,500  Reinsurance Group of America,
                  Inc. Cl A(2)                                         12,231
      613,200  ReliaStar Financial Corp.                               26,866
                                                                -------------
                                                                       44,059
                                                                -------------
LEISURE-3.4%
      591,700  Harley-Davidson, Inc.                                  22,928
      486,600  Premier Parks Inc.(1)                                  10,796
                                                                -------------
                                                                       33,724
                                                                -------------
METALS & MINING-1.4%
      197,100  Barrick Gold Corp.                                       4,213
      345,600  Placer Dome Inc.                                         5,443
      126,800  Stillwater Mining Co.(1)                                 4,105
                                                                -------------
                                                                       13,761
                                                                -------------
PHARMACEUTICALS-7.2%
      513,083  ALPHARMA INC.                                           14,206
    1,680,600  Mylan Laboratories Inc.                                 57,876
                                                                -------------
                                                                       72,082
                                                                -------------
REAL ESTATE-4.0%
      423,900  Archstone Communities Trust                              8,531
      848,500  Developers Diversified Realty Corp.                     16,015
      666,300  Liberty Property Trust                                  15,325
                                                                -------------
                                                                       39,871
                                                                -------------
RETAIL (APPAREL)-0.3%
      182,500  Burlington Coat Factory
                  Warehouse Corp.                                       2,738
                                                                -------------
RETAIL (FOOD & DRUG)-0.8%
      738,100  Food Lion, Inc. Cl A                                     8,096
                                                                -------------
RETAIL (GENERAL MERCHANDISE)-2.3%
      163,000  Best Buy Co., Inc.(1)                                    7,824
      307,100  Tandy Corp.                                             15,221
                                                                -------------
                                                                       23,045
                                                                -------------
RETAIL (SPECIALTY)-1.3%
      173,500  Hasbro, Inc.                                             6,083
      244,200  Williams-Sonoma, Inc.(1)                                 6,654
                                                                -------------
                                                                       12,737
                                                                -------------

Shares/Principal Amount         ($ in Thousands)                    Value
- -------------------------------------------------------------------------------

UTILITIES-5.5%
      179,300  Baltimore Gas & Electric Co.                     $       5,626
      105,600  CMS Energy Corp.                                         4,653
      712,900  Nevada Power Co.                                        18,001
      158,211  NIPSCO Industries, Inc.                                  4,736
      493,600  SCANA Corp.                                             16,690
      142,400  Utilicorp United Inc.                                    5,118
                                                                -------------
                                                                       54,824
                                                                -------------
TOTAL COMMON STOCKS                                                   961,212
    (Cost $876,132)                                             -------------

CONVERTIBLE BOND-0.9%
COMMUNICATIONS SERVICES
      $11,400  Global Telesystems Group, Inc.,
                  5.75%, 7/1/10                                         9,320
                                                                -------------
   (Cost $12,254)

TEMPORARY CASH INVESTMENTS-3.0%

Repurchase Agreement, BA Security Services, Inc.,
   (U.S. Treasury obligations), in a joint trading
   account at 5.42%, dated 10/30/98 due
   11/2/98 (Delivery value $30,214)                                    30,200
     (Cost $30,200)                                             -------------


TOTAL INVESTMENT SECURITIES--100.0%                                $1,000,732
   (Cost $918,586)                                              ==============

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

                               ($ in Thousands)
      Contracts         Settlement                         Unrealized
       to Sell             Date                Value          Gain
- ------------------------------------------------------------------------
  7,429,262   CHF       11/30/1998           $  5,504          $16
  94,326,206  FRF       11/30/1998             17,006           13
  26,339,780  NLG       11/30/1998             14,117            8
                                          ----------------------------------
                                              $36,627           $37
                                          ==================================

(Value on Settlement Date $36,664)


See Notes to Financial Statements


                                                  www.americancentury.com     17


Heritage--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (continued)

OCTOBER 31, 1998

NOTES TO SCHEDULE OF INVESTMENTS

CHF = Swiss Franc

FRF = French Franc

NLG = Netherlands Guilder

ORD = Foreign Ordinary Share

(1) Non-income producing.

(2) Affiliated  Company:  represents  ownership  of at  least  5% of the  voting
    securities of the issuer and is,  therefore,  an affiliate as defined in the
    Investment company Act of 1940. (See Note 5 in Notes to Financial Statements
    for a summary of  transactions  for each issuer which is or was an affiliate
    at or during the year ended October 31, 1998.)

UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  tells  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:

o a list of each investment

o the number of shares of each stock or the principal amount of each bond

o the market value of each investment

o the percentage of total investments in each industry

o the percent and dollar breakdown of each investment category

                                              See Notes to Financial Statements


18     1-800-345-2021

Growth--Performance
- --------------------------------------------------------------------------------

<TABLE>
TOTAL RETURNS AS OF OCTOBER 31, 1998

                                     INVESTOR CLASS                    ADVISOR CLASS                INSTITUTIONAL CLASS
                                (INCEPTION 6/30/71)(1)              (INCEPTION 6/4/97)              (INCEPTION 6/16/97)
                                       RUSSELL                            RUSSELL                        RUSSELL
                                        1000                               1000                            1000
                              GROWTH   GROWTH     S&P 500        GROWTH   GROWTH    S&P 500     GROWTH   GROWTH     S&P 500
<S>                           <C>      <C>        <C>           <C>      <C>         <C>        <C>      <C>        <C>  
6 MONTHS(2)                   -0.25%    1.28%     -0.42%        -0.39%    1.28%      -0.42%     -0.14%    1.28%     -0.42%
1 YEAR                        18.53%   24.64%     21.96%        18.23%    24.64%     21.96%     18.77%   24.64%     21.96%
AVERAGE ANNUAL RETURNS
3 YEARS                       17.93%   25.67%     25.98%          --         --        --         --       --        --
5 YEARS                       15.52%   22.01%     21.25%          --         --        --         --       --        --
10 YEARS                      16.96%   18.76%     17.84%          --         --        --         --       --        --
LIFE OF FUND                  18.50%    N/A(3)    13.29%        23.88%    21.08%(4)  23.10%     20.11%   21.08%(4)  18.24%
</TABLE>

(1) Although  the  fund's  actual   inception  date  was  10/31/58,   this  date
    corresponds  with the  management  company's  implementation  of its current
    investment philosophy and practices.

(2) Returns for periods less than one year are not annualized.

(3) Benchmark began 1/1/79.

(4) Return from 6/30/97,  the date nearest the class's  inception for which data
    are available.

See pages 42, 43 and 44 for  information  about share classes,  the Russell 1000
Growth and S&P 500 indices and returns.

[mountain chart - data below]

GROWTH OF $10,000 OVER 10 YEARS

               Growth      Russell 1000 Growth       S&P 500
Date            Value           Value                 Value
10/31/88       $10,000         $10,000              $10,000
10/31/89       $14,274         $13,120              $12,627
10/31/90       $12,601         $12,377              $11,677
10/31/91       $20,242         $17,361              $15,589
10/31/92       $21,451         $19,239              $17,137
10/31/93       $23,270         $20,645              $19,689
10/31/94       $23,889         $21,760              $20,451
10/31/95       $29,218         $28,121              $25,842
10/31/96       $31,609         $34,321              $32,052
10/31/97       $40,412         $44,779              $42,341
10/31/98       $47,897         $55,813              $51,636

Value as of 10/31/98:
Growth                  $47,897
Russell 1000 Growth     $55,813
S&P 500                 $51,636

The chart at left shows the growth of a $10,000  investment  in the fund over 10
years, while the chart below shows the fund's year-by-year performance.  The S&P
500 and the Russell  1000 Growth  indices are provided  for  comparison  in each
chart. Past performance does not guarantee future results. Investment return and
principal  value will fluctuate,  and redemption  value may be more or less than
original cost.  The charts are based on Investor Class shares only;  performance
for other classes will vary due to differences in fee structures  (see the Total
Returns table above). Growth's total returns include operating expenses (such as
transaction  costs and  management  fees) that reduce  returns,  while the total
returns of the S&P 500 and the Russell 1000 Growth indices do not.

[bar chart - data below]

ONE-YEAR RETURNS OVER 10 YEARS (PERIODS ENDING OCTOBER 31)

<TABLE>
                 10/89    10/90     10/91    10/92    10/93    10/94    10/95    10/96    10/97    10/98
<S>             <C>       <C>      <C>       <C>       <C>      <C>      <C>      <C>     <C>      <C>   
Growth          42.74%   -11.72%   60.64%    5.96%     8.48%    2.66%    22.31%   8.18%   27.85%   18.53%
Russell
  1000 Growth   31.20%    -5.66%   40.26%   10.82%     7.31%    5.40%    29.23%   22.05%   30.47%   24.64%
S&P 500         26.27%    -7.52%   33.50%    9.93%    14.89%    3.87%    26.36%   24.03%   32.10%   21.96%
</TABLE>


                                                  www.americancentury.com     19


Growth--Q&A
- --------------------------------------------------------------------------------

[photo of Greg Woodhams and C. Kim Goodwin]

Greg Woodhams and C. Kim Goodwin, portfolio managers on the Growth investment
team

     An interview with C. Kim Goodwin and Greg Woodhams,  portfolio  managers on
the Growth investment team.

HOW DID GROWTH PERFORM DURING ITS FISCAL YEAR?

     Growth posted an 18.53% return for the year ending October 31, 1998.* As we
explained in the semiannual  report,  the fund's benchmark was switched from the
S&P 500, which is considered  representative of the broad market, to the Russell
1000 Growth Index.  The Russell 1000 Growth Index  measures the  performance  of
large-company  stocks with higher  forecasted growth rates than those in the S&P
500. In our opinion it is more representative of Growth's portfolio. The Russell
1000 Growth Index returned  24.64% for the year ending  October 31, 1998,  while
the S&P 500 gained 21.96%.

     Although Growth's  performance trailed that of its benchmark for the period
as a whole,  the fund has  outpaced  many of its peers for much of its  history.
According  to Lipper  Analytical  Services,  Inc.,  Growth  finished  in the top
quartile of 945 growth  funds for the 12 months  ended  October 31.  Growth also
ranked 335th out of 578 growth  funds for the three years ended  October 31, and
finished in the top 3% of 78 growth funds since its inception in 1971(+).

WHAT HELPED THE FUND ACHIEVE THIS PERFORMANCE?

     A number of factors are responsible for the fund's performance, but perhaps
the most  important  is that we have  four  dedicated  investment  professionals
focusing  exclusively  on  Growth.  Together,  we have  more  than 23  years  of
investment  experience.  The team's size and depth of  experience  are important
because Growth is a very  research-intensive  fund.  Unlike many funds its size,
Growth often establishes large, high-confidence positions in stocks. In fact, as
of October 31,  1998,  Growth's top 10 holdings  accounted  for more than 30% of
investments.  In order for us to take these more concentrated positions, we must
know the companies we select very well. We believe we have the investment talent
and resources in place to enable us to continue doing that successfully.

WHICH INDUSTRIES OR SECTORS CONTRIBUTED THE MOST TO RETURNS?

     Growth's  top-contributing  industry  was  pharmaceuticals,  where we built
positions in companies with strong new-product pipelines and limited exposure to
generic competition.  Two contributors were Pfizer and Schering-Plough,  both of
which benefited from new product launches and minimal exposure to generic drugs.

     Selected  telecommunications  companies also performed  well. Two companies
that underscore our confidence

* All fund returns referenced in this interview are for Investor Class shares.

(+) Growth was ranked 187 out of 1,076 funds, 220 out of 362 funds and 54 out of
177 funds for the one-, five- and 10-year periods ended October 31, 1998. Lipper
rankings  are based on average  annual total  returns.  Past  performance  is no
guarantee of future results.

[LEFT MARGIN]

"UNLIKE MANY FUNDS ITS SIZE,  GROWTH OFTEN  ESTABLISHES  LARGE,  HIGH-CONFIDENCE
POSITIONS IN STOCKS.  IN FACT, AS OF OCTOBER 31, 1998,  GROWTH'S TOP 10 HOLDINGS
ACCOUNTED FOR MORE THAN 30% OF INVESTMENTS.

PORTFOLIO AT A GLANCE
                                                10/31/98          10/31/97
NO. OF COMPANIES                                  53                65
MEDIAN P/E RATIO                                 34.9              25.7
MEDIAN MARKET                                    $32.2            $25.7
CAPITALIZATION                                  BILLION           BILLION
PORTFOLIO TURNOVER                               126%               75%
EXPENSE RATIO (FOR
INVESTOR CLASS)                                  1.00%             1.00%

Investment terms are defined in the Glossary on page 44.


20     1-800-345-2021


Growth--Q&A
- --------------------------------------------------------------------------------
                                                                    (continued)

in  this  area  are MCI  WorldCom  and  AirTouch  Communications.  The  nation's
second-largest   long-distance  company,  MCI  WorldCom  is  one  of  the  first
vertically integrated  telecommunications  providers,  which means it can supply
its customers with local,  long-distance and Internet data service.  AirTouch, a
wireless  service  provider,  has demonstrated its prowess in U.S. markets while
also  participating in the growth of wireless  communications  in Europe and the
Far East.

     Technology  companies  Microsoft  and EMC Corp.  also were among the stocks
that contributed significantly to Growth's performance.  Robust sales of Windows
'98 software fueled  Microsoft's  profits,  and the company's high percentage of
recurring  revenues  shielded it from the effects of slowing sales in Asia.  EMC
makes information  storage  products.  The company is unique in that its systems
can store data  generated from any platform  (mainframe,  UNIX, or NT). EMC is a
leader in enterprise storage.

WHICH STOCKS OR INDUSTRIES WERE DISAPPOINTING?

     If there was a common theme among Growth's underperformers,  it was that in
nearly  each case,  the stock  suffered at least in part from  worsening  global
economic   conditions.   Broadcasting   and   media   companies,   semiconductor
manufacturers,  and food and beverage  companies  were among those that suffered
the most. In the case of  broadcasting,  it's clear that profits  tapered off in
direct  relationship to growing  concerns that the U.S. economy was heading into
recession and that  advertisers  would  probably  spend less.  Fortunately,  our
exposure  in this  area was  limited  to  radio  broadcasting  companies,  which
performed  relatively  better  than  media  companies  that  own  newspapers  or
television networks.

     Semiconductor  firms in general had a difficult year,  mostly due to excess
inventories.  In addition,  growing economic problems in foreign markets such as
Asia and Latin America dampened demand for computers, particularly in the fourth
quarter  of 1997.  However,  a  number  of  companies  persevered  through  this
difficult period and went on to become some of Growth's best performers.

      The  story  was  similar  for food and  beverage  companies  with  foreign
exposure. Coca-Cola serves as a good example. Coke derives most of its sales and
earnings  outside the United States.  Its volume and earnings growth tapered off
as the global economy slowed. We reduced our position in Coke accordingly.

WHAT CHANGES DID YOU MAKE TO THE PORTFOLIO SINCE THE SEMIANNUAL REPORT?

     One of our greatest  shifts was in the financial  sector,  where we reduced
holdings  in banks and  insurance  companies  as their  earnings  declined  amid
economic troubles abroad.

     As we mentioned earlier, we increased holdings in pharmaceutical companies,
making this Growth's largest industry weighting.  We believe that strong product
pipelines  will enable the leading drug firms to continue  posting  accelerating
earnings. We also boosted our stake in general retailers,  specifically discount
chains, that we believe are well-positioned for growth in a slowing economy, and
in several food and beverage  companies  whose stocks  slumped during the summer
but are now  rebounding.  In  technology,  we  increased  holdings  in  software
companies,  which outperformed  during the period, and moved away from companies
that man-


[RIGHT MARGIN]

TOP TEN HOLDINGS
                              % OF FUND INVESTMENTS
                                   AS OF AS OF
                                           10/31/98             4/30/98

TYCO INTERNATIONAL LTD.                      3.9%                3.8%

PFIZER, INC.                                 3.8%                3.9%

MCI WORLDCOM, INC.(1)                        3.6%             3.1%(2)

SCHERING-PLOUGH CORP.                        3.5%                1.6%

WAL-MART STORES, INC.                        3.5%                2.5%

MICROSOFT CORP.                              3.3%                2.8%

GENERAL ELECTRIC
     CO. (U.S.)                              3.1%                4.2%

AIRTOUCH
     COMMUNICATIONS, INC.                    3.0%                2.4%

EMC CORP. (MASS.)                            2.9%                1.8%

BRISTOL-MYERS
     SQUIBB CO.                              2.9%                3.7%

(1) WorldCom,  Inc. acquired MCI  Communications on 9/15/98.  Surviving name was
    MCI WorldCom, Inc.

(2) Represents WorldCom, Inc. shares owned by the fund.


TOP FIVE INDUSTRIES
                              % OF FUND INVESTMENTS
                                   AS OF AS OF
                                           10/31/98             4/30/98

PHARMACEUTICALS                              17.7%              11.4%

COMMUNICATIONS
     SERVICES                                 9.8%               6.8%

DIVERSIFIED COMPANIES                         7.1%               7.9%

COMPUTER SOFTWARE
     & SERVICES                               6.3%               8.6%

FOOD & BEVERAGE                               4.8%               7.2%


                                                  www.americancentury.com    21


Growth--Q&A
- --------------------------------------------------------------------------------
                                                                    (continued)

ufacture computers and computer parts as demand for computer gear abroad slowed.
We recently  revisited this allocation,  as hardware  companies have now managed
through a year of difficulties in Asia and see easier earnings comparisons going
forward.

WHAT IS YOUR STRATEGY FOR GROWTH AS WE ENTER 1999?

     We  are  optimistic  that  our  research-intensive  approach  to  selecting
securities  for the portfolio  will continue to enhance  performance.  We devote
significant  time and  resources  to  researching  the  companies we buy and the
business  environments in which they operate.  As a result,  we are able to take
large  positions  in stocks  that we believe  have the  greatest  potential.  We
believe   this   bottom-up   approach,    in   combination   with   our   strict
earnings-acceleration discipline, will continue to guide us well.

[LEFT MARGIN]

[pie charts - data below]

TYPES OF INVESTMENTS IN  THE PORTFOLIO

AS OF OCTOBER 31, 1998
Preferred Stocks               2.0%
Temporary Cash Investments     6.0%
Common Stocks                 92.0%

AS OF APRIL 30, 1998
Preferred Stocks               1.0%
Temporary Cash Investments     4.0%
Common Stocks                 95.0%


22     1-800-345-2021


Growth--Schedule of Investments
- --------------------------------------------------------------------------------

OCTOBER 31, 1998

Shares                     ($ in Thousands)                          Value
- --------------------------------------------------------------------------------

COMMON STOCKS-92.2%

BANKING-2.6%

    1,067,500  Fifth Third Bancorp                               $     70,755
      455,300  Northern Trust Corp.                                    33,564
    1,611,800  SouthTrust Corp.                                        58,780
                                                                -------------
                                                                      163,099
                                                                -------------
BROADCASTING & MEDIA-3.1%
    2,456,000  CBS Corporation                                         68,615
    2,681,800  Clear Channel Communications, Inc.(1)                  122,190
                                                                -------------
                                                                      190,805
                                                                -------------
BUSINESS SERVICES & SUPPLIES-0.9%
    1,003,000  Ceridian Corp.(1)                                       57,547
                                                                -------------
COMMUNICATIONS EQUIPMENT-2.9%
    1,879,250  Cisco Systems Inc.(1)                                  118,569
      741,000  Lucent Technologies Inc.                                59,419
                                                                -------------
                                                                      177,988
                                                                -------------
COMMUNICATIONS SERVICES-9.8%
    3,323,000  AirTouch Communications, Inc.(1)                       186,088
    4,006,000  MCI WorldCom, Inc.(1)                                  221,457
    1,818,000  SBC Communications Inc.                                 84,196
    1,423,000  Sprint Corp.                                           109,215
                                                                -------------
                                                                      600,956
                                                                -------------
COMPUTER PERIPHERALS-2.9%
    2,726,000  EMC Corp. (Mass.)(1)                                   175,486
                                                                -------------
COMPUTER SOFTWARE & SERVICES-6.3%
      370,000  At Home Corp. Series A(1)                               16,349
    1,540,000  Automatic Data Processing, Inc.                        119,831
    1,908,000  Microsoft Corp.(1)                                     202,069
    1,788,000  Unisys Corp.(1)                                         47,606
                                                                -------------
                                                                      385,855
                                                                -------------
COMPUTER SYSTEMS-3.6%
    2,006,000  Compaq Computer Corp.                                   63,440
    1,410,000  Dell Computer Corp.(1)                                  92,399
      424,000  International Business Machines Corp.                   62,938
                                                                -------------
                                                                      218,777
                                                                -------------
CONSUMER PRODUCTS-2.3%
    1,574,000  Procter & Gamble Co. (The)                             139,889
                                                                -------------
DIVERSIFIED COMPANIES-7.1%
    2,193,000  General Electric Co. (U.S.)                            191,888
    3,909,724  Tyco International Ltd.                                242,159
                                                                -------------
                                                                      434,047
                                                                -------------

Shares                     ($ in Thousands)                    Value
- -------------------------------------------------------------------------------

ELECTRICAL & ELECTRONIC  COMPONENTS-3.2%
    1,327,000  Intel Corp.                                        $   118,393
    1,265,000  Texas Instruments Inc.                                  80,881
                                                                -------------
                                                                      199,274
                                                                -------------
ENERGY (PRODUCTION & MARKETING)-3.7%
    1,540,000  Amoco Corp.                                             86,433
    1,129,000  Exxon Corp.                                             80,441
    2,141,100  Williams Companies, Inc. (The)                          58,746
                                                                -------------
                                                                      225,620
                                                                -------------
FINANCIAL SERVICES-2.0%
    1,703,000  Fannie Mae                                             120,594
                                                                -------------
FOOD & BEVERAGE-4.8%
    2,826,400  Coca-Cola Enterprises, Inc.                            101,927
    2,160,000  ConAgra, Inc.                                           65,745
      258,000  Groupe Danone ORD                                       68,239
      915,000  Hershey Foods Corp.                                     62,048
                                                                -------------
                                                                      297,959
                                                                -------------
FURNITURE & FURNISHINGS-1.1%
    1,490,000  Newell Co.                                              65,560
                                                                -------------
HEALTHCARE-1.9%
    1,238,000  Cardinal Health, Inc.                                  117,068
                                                                -------------
INSURANCE-0.8%
    571,500  American International Group, Inc.                        48,720
                                                                -------------
MEDICAL EQUIPMENT & SUPPLIES-3.4%
    1,347,000  Guidant Corp.                                          103,046
    1,595,000  Medtronic, Inc.                                        103,675
                                                                -------------
                                                                      206,721
                                                                -------------
PHARMACEUTICALS-17.7%
    2,466,000  American Home Products Corp.                           120,218
    1,587,000  Bristol-Myers Squibb Co.                               175,463
      937,000  Johnson & Johnson                                       76,366
      757,000  Lilly (Eli) & Co.                                       61,270
    2,181,800  Pfizer, Inc.                                           234,134
    1,937,000  Pharmacia & Upjohn Inc.                                102,540
    2,105,000  Schering-Plough Corp.                                  216,552
    1,289,000  Warner-Lambert Co.                                     101,025
                                                                -------------
                                                                    1,087,568
                                                                -------------
RETAIL (FOOD & DRUG)-4.0%
    2,036,800  CVS Corp.                                               93,056
    3,162,000  Safeway Inc.(1)                                        151,183
                                                                -------------
                                                                      244,239
                                                                -------------
RETAIL (GENERAL MERCHANDISE)-3.5%
    3,089,000  Wal-Mart Stores, Inc.                                  213,141
                                                                -------------
See Notes to Financial Statements


                                                   www.americancentury.com    23


Growth--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (continued)

OCTOBER 31, 1998

Shares/Principal Amount        ($ in Thousands)                     Value
- --------------------------------------------------------------------------------

RETAIL (SPECIALTY)-1.4%
    1,984,000  Home Depot, Inc.                                  $     86,304
                                                                -------------
TOBACCO-2.2%
    2,709,000  Philip Morris Companies Inc.                           138,498
                                                                -------------
UTILITIES-1.0%
      978,000  Duke Power Co.                                          63,264
                                                                -------------
TOTAL COMMON STOCKS                                                 5,658,979
    (Cost $4,425,323)                                           -------------

PREFERRED STOCKS-1.6%

PRINTING & PUBLISHING
        4,091  News Corp. Ltd. ADR                                     98,951
    (Cost $78,548)                                              -------------

TEMPORARY CASH INVESTMENTS(2)-6.2%
     $ 50,000  FHLB Discount Notes, 4.78%,
                  11/18/98                                             49,893
       25,200  FHLB Discount Notes, 4.77%,
                  11/20/98                                             25,139
      218,600  FHLMC Discount Notes, 5.42%,
                  11/2/98                                             218,600
       14,048  FHLMC Discount Notes, 4.79%,
                  11/9/98                                              14,035

Principal Amount           ($ in Thousands)                    Value
- -------------------------------------------------------------------------------

     $ 27,210  FHLMC Discount Notes, 4.79%,
                  11/10/98                                       $     27,180

       45,863  FHLMC Discount Notes, 5.07%,
                  11/13/98                                             45,794

TOTAL TEMPORARY CASH INVESTMENTS                                      380,641
   (Cost $380,587)                                              -------------


TOTAL INVESTMENT SECURITIES-100.0%                                 $6,138,571
   (Cost $4,884,458)                                            -------------

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

                               ($ in Thousands)

    Contracts            Settlement                     Unrealized
     to Sell                Date           Value           Gain
- -----------------------------------------------------------------------
 185,889,000  FRF        11/30/1998        $33,514          $27
                                        ================================
(Value on Settlement Date $33,541)

FUTURES CONTRACTS

                               ($ in Thousands)

                      Expiration       Underlying Face          Unrealized
   Purchased             Date           Amount at Value            Gain
- ----------------------------------------------------------------------------
  940 S&P 500          December
    Futures              1998              $259,722               $12,349
                                       ======================================

NOTES TO SCHEDULE OF INVESTMENTS

ADR = American Depositary Receipt

FHLB = Federal Home Loan Bank

FHLMC = Federal Home Loan Mortgage Corporation

FRF = French Franc

ORD = Foreign Ordinary Share

(1) Non-income producing.

(2) The  rates  for U.S.  Government  Agency  discount  notes  are the  yield to
maturity at purchase.

UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  tells  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:

o a list of each investment

o the number of shares of each stock or the principal amount of each bond

o the market value of each investment

o the percentage of total investments in each industry

o the percent and dollar breakdown of each investment category

                                              See Notes to Financial Statements


24     1-800-345-2021


<TABLE>
Statements of Assets and Liabilities
- --------------------------------------------------------------------------------
OCTOBER 31, 1998


                                                                          SELECT            HERITAGE          GROWTH
ASSETS                                                                     (In Thousands, Except Per-Share Amounts)
<S>                                                                        <C>                <C>               <C>   
Investment securities, at value
   (identified cost of $4,605,949, $918,586 and
   $4,884,458, respectively) (Note 3 and Note 5) ..............   $     5,659,452   $     1,000,732    $     6,138,571
Cash ..........................................................            11,454             4,682             17,785
Receivable for investments sold ...............................           100,880            48,753             25,270
Receivable for forward foreign
   currency exchange contracts ................................              --                  37                 27
Dividends and interest receivable .............................             4,881               946              2,538
Receivable for variation margin on
   futures contracts ..........................................             1,295              --                2,207
                                                                  ---------------   ---------------    ---------------
                                                                        5,777,962         1,055,150          6,186,398
                                                                  ---------------   ---------------    ---------------
LIABILITIES
Disbursements in excess of demand deposit cash ................             3,826             1,460              3,171
Payable for investments purchased .............................           174,837            67,977             68,002
Payable for capital shares redeemed ...........................             1,682             5,676              7,177
Accrued management fees (Note 2) ..............................             4,502               773              4,842
Distribution and service fees payable (Note 2) ................                 1              --                    2
Payable for directors' fees and expenses (Note 2) .............                 3                 1                  4
Other liabilities .............................................                 6                 3                  7
                                                                          184,857            75,890             83,205
                                                                  ---------------   ---------------    ---------------
Net Assets ....................................................   $     5,593,105   $       979,260    $     6,103,193
                                                                  ===============   ===============    ===============

NET ASSETS CONSIST OF:
Capital (par value and paid in surplus) .......................   $     3,493,552   $       904,770    $     3,693,746
Undistributed net investment income (loss) ....................            13,643             1,960             (2,892)
Accumulated undistributed net realized gain (loss) on
  investments and foreign currency transactions ...............         1,018,905            (9,664)         1,145,850
Net unrealized appreciation on investments and translation
  of assets and liabilities in foreign currencies (Note 3) ....         1,067,005            82,194          1,266,489
                                                                  ---------------   ---------------    ---------------
                                                                  $     5,593,105   $       979,260    $     6,103,193
                                                                  ===============   ===============    ===============
Investor Class, $0.01 Par Value ($ and shares in full)
Net assets ....................................................   $ 5,591,315,134   $   978,441,674    $ 6,097,158,446
Shares outstanding ............................................       112,856,248        98,042,205        217,529,108
Net asset value per share .....................................   $         49.54   $          9.98    $         28.03
Advisor Class, $0.01 Par Value ($ and shares in full)
Net assets ....................................................   $     1,616,860   $       747,802    $     5,569,848
Shares outstanding ............................................            32,702            75,065            199,141
Net asset value per share .....................................   $         49.44   $          9.96    $         27.97
Institutional Class, $0.01 Par Value ($ and shares in full)
Net assets ....................................................   $       173,273   $        70,335    $       464,764
Shares outstanding ............................................             3,491             7,033             16,554
Net asset value per share .....................................   $         49.63   $         10.00    $         28.08
</TABLE>

UNDERSTANDING THE STATEMENTS OF ASSETS AND  LIABILITIES--This  statement details
what the fund owns (assets),  what it owes (liabilities),  and its net assets as
of the last day of the period.  If you subtract  what the fund owes from what it
owns,  you get the fund's net assets.  For each class of shares,  the net assets
divided  by the total  number of  shares  outstanding  gives you the price of an
individual share, or the net asset value per share.

NET ASSETS are also broken down by capital (money invested by shareholders); net
investment  income not yet paid to  shareholders or net investment  losses;  net
gains earned on investments  but not yet paid to  shareholders  or net losses on
investments (know as realized gains or losses); and finally,  gains or losses on
securities  still  owned  by the  fund  (known  as  unrealized  appreciation  or
depreciation).  This  breakdown  tells  you the  value  of net  assets  that are
performance-related,  such as investment  gains or losses,  and the value of net
assets that are not related to performance,  such as shareholder investments and
redemptions.

See Notes to Financial Statements


                                                  www.americancentury.com     25


<TABLE>
<CAPTION>
Statements of Operations
- --------------------------------------------------------------------------------

YEAR ENDED OCTOBER 31, 1998

                                                                           SELECT       HERITAGE          GROWTH
INVESTMENT INCOME (LOSS)                                                            (In Thousands)
<S>                                                                         <C>             <C>           <C>   
Income:
Dividends (net of foreign taxes withheld of
   $396, $279, and $326, respectively) .............................   $    56,441    $    11,683    $    43,899
                                                                       -----------    -----------    -----------
Interest ...........................................................        11,019          4,445         12,311
                                                                            67,460         16,128         56,210
                                                                       -----------    -----------    -----------
Expenses (Note 2):
Management fees ....................................................        53,875         12,490         57,395
Distribution fees -- Advisor Class .................................             4              2              9
Service fees -- Advisor Class ......................................             4              2              9
Directors' fees and expenses .......................................            51             12             54
                                                                       -----------    -----------    -----------
                                                                            53,934         12,506         57,467
                                                                       -----------    -----------    -----------
Net investment income (loss) .......................................        13,526          3,622         (1,257)
                                                                       -----------    -----------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
   AND FOREIGN CURRENCY (NOTE 3)

Net realized gain (loss) on:
Investments ........................................................     1,121,080         (8,912)     1,172,146
Foreign currency transactions ......................................           734         (1,650)        (2,136)
                                                                       -----------    -----------    -----------
                                                                         1,121,814        (10,562)     1,170,010
                                                                       -----------    -----------    -----------
Change in net unrealized appreciation on:
Investments ........................................................       (62,473)      (186,940)      (253,577)
Translation of assets and liabilities in foreign currencies ........           165             97            693
                                                                       -----------    -----------    -----------
                                                                           (62,308)      (186,843)      (252,884)
                                                                       -----------    -----------    -----------

Net realized and unrealized gain (loss) on investments .............     1,059,506       (197,405)       917,126
                                                                       -----------    -----------    -----------
Net Increase (Decrease) in Net Assets Resulting from Operations ....   $ 1,073,032    $  (193,783)   $   915,869
                                                                       ===========    ===========    ===========
</TABLE>

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENT OF  OPERATIONS--This  statement breaks down how each
fund's  net  assets  changed  during  the  period  as a  result  of  the  fund's
operations.  It tells you how much money the fund made or lost after taking into
account income,  fees and expenses,  and investment gains or losses. It does not
include shareholder transactions and distributions.

Fund OPERATIONS include:

o income earned from investments (dividend and interest)

o management fees and other expenses

o gains or losses from selling investments (known as realized gains or losses)

o gains or losses on current fund holdings (known as unrealized appreciation or
  depreciation)

                                              See Notes to Financial Statements


26     1-800-345-2021


<TABLE>
<CAPTION>
Statements of Changes in Net Assets
- --------------------------------------------------------------------------------

YEARS ENDED OCTOBER 31, 1998 AND OCTOBER 31, 1997
                                                     SELECT                    HERITAGE                   GROWTH
Increase (Decrease) in Net Assets               1998         1997         1998          1997        1998          1997

OPERATIONS                                                                  (In Thousands)

<S>                                       <C>           <C>           <C>           <C>           <C>           <C>        
Net investment income (loss) ...........  $    13,526   $    14,916   $     3,622   $       619   $    (1,257)  $       994

Net realized gain (loss) on investments
   and foreign currency transactions ...    1,121,814       789,506       (10,562)      248,649     1,170,010       759,739

Change in net unrealized
   appreciation on investments and
   translation of assets and liabilities
   in foreign currencies ...............      (62,308)      270,066      (186,843)       52,273      (252,884)      400,028
                                          -----------   -----------   -----------   -----------   -----------   -----------
Net increase (decrease) in net assets
resulting from operations ..............    1,073,032     1,074,488      (193,783)      301,541       915,869     1,160,761
                                          -----------   -----------   -----------   -----------   -----------   -----------

DISTRIBUTIONS TO SHAREHOLDERS

From net investment income:
Investor Class .........................      (19,490)      (31,065)       (6,440)       (8,095)         --         (38,510)
Advisor Class ..........................           (4)         --              (1)         --            --            --
Institutional Class ....................          (65)         --              (1)         --            --            --
From net realized gains
from
investment
transactions:
Investor Class .........................     (783,150)     (353,996)     (241,135)      (62,011)     (763,692)      (51,784)
Advisor Class ..........................         (208)         --             (22)         --            (362)         --
Institutional Class ....................       (1,889)         --             (23)         --             (26)         --
                                          -----------   -----------   -----------   -----------   -----------   -----------
Decrease in net assets
from
distributions ..........................     (804,806)     (385,061)     (247,622)      (70,106)     (764,080)      (90,294)
                                          -----------   -----------   -----------   -----------   -----------   -----------

CAPITAL SHARE TRANSACTIONS (NOTE 4)

Net increase (decrease) in net assets
from capital share transactions ........      542,668        54,105        99,150         6,929       836,256      (720,743)
                                          -----------   -----------   -----------   -----------   -----------   -----------
Net increase (decrease) in net assets ..      810,894       743,532      (342,255)      238,364       988,045       349,724
NET ASSETS
Beginning of year ......................    4,782,211     4,038,679     1,321,515     1,083,151     5,115,148     4,765,424
                                          -----------   -----------   -----------   -----------   -----------   -----------
End of year ............................  $ 5,593,105   $ 4,782,211   $   979,260   $ 1,321,515   $ 6,103,193   $ 5,115,148
                                          ===========   ===========   ===========   ===========   ===========   ===========

Undistributed net investment income ....  $    13,643   $    18,942   $     1,960   $     6,439   $    (2,892)         --
                                          ===========   ===========   ===========   ===========   ===========            
</TABLE>

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF CHANGES IN NET ASSETS--These statements show how
each fund's net assets changed over the past two reporting  periods.  It details
how much a fund grew or shrank as a result of:

o operations - a summary of the Statement of  Operations  from the previous page
  for the most recent period

o distributions - income and gains distributed to shareholders

o capital share transactions - shareholders' purchases, reinvestments, and
  redemptions

Net  assets  at the  beginning  of  the  period  plus  the  sum  of  operations,
distributions  to  shareholders  and capital  share  transactions  result in net
assets at the end of the period.

See Notes to Financial Statements


                                                  www.americancentury.com     27


Notes to Financial Statements
- --------------------------------------------------------------------------------


OCTOBER 31, 1998

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION -- American  Century Mutual Funds,  Inc. (the  Corporation) is
registered under the Investment  Company Act of 1940 as an open-end  diversified
management investment company.  American Century - Twentieth Century Select Fund
(Select),  American Century - Twentieth  Century  Heritage Fund (Heritage),  and
American Century - Twentieth  Century Growth Fund (Growth) (the Funds) are three
of the twelve series of funds issued by the Corporation.  The Funds'  investment
objective is to seek capital growth by investing primarily in equity securities.
The Funds are authorized to issue three classes of shares:  the Investor  Class,
the  Advisor  Class and the  Institutional  Class.  The three  classes of shares
differ  principally in their respective  shareholder  servicing and distribution
expenses and  arrangements.  All shares of each Fund represent an equal pro rata
interest  in the  assets  of the class to which  such  shares  belong,  and have
identical voting, dividend,  liquidation and other rights and the same terms and
conditions,  except for class specific  expenses and exclusive rights to vote on
matters affecting only individual classes. The following significant  accounting
policies are in accordance with generally accepted accounting principles.

     SECURITY VALUATIONS -- Portfolio securities traded primarily on a principal
securities  exchange are valued at the last reported sales price, or the mean of
the  latest  bid and  asked  prices  where no last  sales  price  is  available.
Securities traded  over-the-counter are valued at the mean of the latest bid and
asked prices or, in the case of certain foreign securities, at the last reported
sales price,  depending on local  convention or regulation.  Debt securities not
traded on a principal securities exchange are valued through valuations obtained
from a  commercial  pricing  service  or at the mean of the most  recent bid and
asked prices.  When valuations are not readily available,  securities are valued
at fair value as determined in accordance with  procedures  adopted by the Board
of Directors.

     SECURITY  TRANSACTIONS -- Security transactions are accounted for as of the
trade date. Net realized gains and losses are determined on the identified  cost
basis, which is also used for federal income tax purposes.

     INVESTMENT  INCOME -- Dividend  income less foreign taxes withheld (if any)
is  recorded  as of the  ex-dividend  date.  Interest  income is recorded on the
accrual basis and includes accretion of discounts and amortization of premiums.

     FUTURES  CONTRACTS -- The Fund may enter into stock index futures contracts
in order to manage the Fund's exposure to changes in market  conditions.  One of
the risks of entering into futures  contracts  includes the possibility that the
change in value of the contract may not  correlate  with the changes in value of
the underlying  securities.  Upon entering into a futures contract,  the Fund is
required to deposit  either cash or  securities  in an amount equal to a certain
percentage  of  the  contract  value  (initial  margin).   Subsequent   payments
(variation  margin)  are made or  received  daily,  in cash,  by the  Fund.  The
variation  margin is equal to the  daily  change  in the  contract  value and is
recorded as unrealized gains and losses.  The Fund recognizes a realized gain or
loss when the contract is closed or expires.  Net realized and unrealized  gains
or losses  occurring  during  the  holding  period of  futures  contracts  are a
component of realized gain (loss) on  investments  and  unrealized  appreciation
(depreciation) on investments, respectively.

     FOREIGN  CURRENCY  TRANSACTIONS -- The accounting  records of the Funds are
maintained in U.S. dollars.  All assets and liabilities  initially  expressed in
foreign  currencies  are  translated  into U.S.  dollars at prevailing  exchange
rates.  Purchases  and sales of  investment  securities,  dividend  and interest
income, and certain expenses are translated at the rates of exchange  prevailing
on the respective dates of such transactions.

     Net realized foreign currency  exchange gains or losses arise from sales of
foreign  currencies  and the  difference  between  asset and  liability  amounts
initially stated in foreign  currencies and the U.S. dollar value of the amounts
actually  received or paid. Net unrealized  foreign  currency  exchange gains or
losses  arise from  changes in the value of assets and  liabilities,  other than
portfolio securities, resulting from changes in the exchange rates.

     Net realized  and  unrealized  foreign  currency  exchange  gains or losses
occurring  during the holding period of portfolio  securities are a component of
realized gain (loss) on investments and unrealized  appreciation  (depreciation)
on investments, respectively.

     FORWARD  FOREIGN  CURRENCY  EXCHANGE  CONTRACTS -- The Funds may enter into
forward foreign currency exchange contracts for the purpose of settling specific
purchases or sales of securities  denominated in a foreign  currency or to hedge
the Fund's  exposure  to  foreign  currency  exchange  rate  fluctuations.  When
required,  the Funds will segregate assets in an amount  sufficient to cover its
obligations  under the hedge  contracts.  The net U.S.  dollar  value of foreign
currency  underlying  all  contractual  commitments  held by the  Funds  and the
resulting  unrealized  appreciation or depreciation  are determined  daily using
prevailing exchange rates.  Forward contracts involve elements of risk in excess
of the amount reflected in the Statement of Assets and


28     1-800-345-2021


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (continued)

OCTOBER 31, 1998

Liabilities.  The Funds bear the risk of an  unfavorable  change in the  foreign
currency exchange rate underlying the forward contract. Additionally, losses may
arise if the counterparties do not perform under the contract terms.

     REPURCHASE  AGREEMENTS  -- The Funds may enter into  repurchase  agreements
with  institutions  that  the  Funds'  investment   manager,   American  Century
Investment Management,  Inc. (ACIM), has determined are creditworthy pursuant to
criteria  adopted  by the  Board of  Directors.  Each  repurchase  agreement  is
recorded  at cost.  Each  Fund  requires  that the  collateral,  represented  by
securities, received in a repurchase transaction be transferred to the custodian
in a manner  sufficient  to enable each Fund to obtain those  securities  in the
event of a default under the repurchase  agreement.  ACIM  monitors,  on a daily
basis,  the  securities  transferred  to ensure  the  value,  including  accrued
interest,  of the  securities  under each  repurchase  agreement  is equal to or
greater than amounts owed to each Fund under each repurchase agreement.

     JOINT  TRADING  ACCOUNT -- Pursuant  to an  Exemptive  Order  issued by the
Securities  and  Exchange  Commission,  each Fund,  along with other  registered
investment  companies  having  management  agreements  with ACIM,  may  transfer
uninvested  cash  balances  into a joint  trading  account.  These  balances are
invested in one or more repurchase agreements that are collateralized by U.S.
Treasury or Agency  obligations.

     INCOME  TAX  STATUS  -- It is the  policy of the  Funds to  distribute  all
taxable income and capital gains to shareholders  and to otherwise  qualify as a
regulated  investment  company under  provisions  of the Internal  Revenue Code.
Accordingly, no provision has been made for federal or state income taxes.

     DISTRIBUTIONS TO SHAREHOLDERS -- Distributions to shareholders are recorded
on the ex-  dividend  date.  Distributions  from net  investment  income and net
realized gains are declared and paid annually.

     The  character of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes.  The differences reflect the differing character of
certain  income items and net capital gains and losses for  financial  statement
and tax  purposes  and may  result in  reclassification  among  certain  capital
accounts.

     At October 31, 1998  accumulated  net realized  capital loss carryovers for
Heritage of $3,410,760  (expiring in 2006) may be used to offset future  taxable
gains.

     ADDITIONAL   INFORMATION   --  Funds   Distributor,   Inc.   (FDI)  is  the
Corporation's  distributor.  Certain  officers  of FDI are also  officers of the
Corporation.

- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES

     The  Corporation  has entered  into a Management  Agreement  with ACIM that
provides the Funds with investment  advisory and management services in exchange
for a single,  unified management fee per class. The Agreement provides that all
expenses of the Funds, except brokerage commissions,  taxes, interest,  expenses
of those directors who are not considered "interested persons" as defined in the
Investment  Company  Act of 1940  (including  counsel  fees)  and  extraordinary
expenses, will be paid by ACIM. The fee is computed daily and paid monthly based
on each Fund's class average daily closing net assets during the previous month.
The  annual   management  fee  for  the  Investor   Class,   Advisor  Class  and
Institutional Class is 1.00%, 0.75% and 0.80%, respectively.

     The Board of Directors  has adopted the Advisor  Class Master  Distribution
and  Shareholder  Services  Plan  (the  Plan),  pursuant  to Rule  12b-1  of the
Investment  Company Act of 1940.  The Plan provides that the Funds will pay ACIM
an annual  distribution  fee equal to 0.25% and service fee equal to 0.25%.  The
fees are computed  daily and paid monthly based on the Advisor  Class's  average
daily  closing  net assets  during the  previous  month.  The  distribution  fee
provides   compensation   for  distribution   expenses   incurred  by  financial
intermediaries  in  connection  with  distributing  shares of the Advisor  Class
including,  but not limited to,  payments to  brokers,  dealers,  and  financial
institutions  that have entered into sales  agreements with respect to shares of
the  Funds.   The  service  fee  provides   compensation   for  shareholder  and
administrative  services  rendered by ACIM, its affiliates or independent  third
party  providers.  Fees  incurred  under the Plan for the year ended October 31,
1998  were  $7,522,  $3,500  and  $17,927  for  Select,   Heritage  and  Growth,
respectively.

     Certain  officers and directors of the Corporation are also officers and/or
directors,  and,  as a  group,  controlling  stockholders  of  American  Century
Companies,  Inc., the parent of the Corporation's  investment manager, ACIM, the
Corporation's  transfer agent,  American Century Services  Corporation,  and the
registered broker-dealer, American Century Investment Services, Inc.


                                                 www.americancentury.com      29


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (continued)

OCTOBER 31, 1998

- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

   Investment transactions,  exluding short-term investments, for the year ended
October 31, 1998, were as follows:

                              SELECT         HERITAGE         GROWTH
                                          (In Thousands)
Purchases ................  $8,518,651      $1,753,672      $6,896,859
                                          (In Thousands)
Proceeds from sales ......  $8,876,526      $1,877,459      $7,010,875

    On  October  31,  1998,  the  composition  of  unrealized  appreciation  and
depreciation of investment securities based on the aggregate cost of investments
for federal income tax purposes was as follows:

                              SELECT         HERITAGE         GROWTH
                                          (In Thousands)
Appreciation ............. $1,018,334       $118,633        $1,288,486
Depreciation .............    (28,504)       (42,704)          (41,476)
                          -----------      ----------       ----------
Net ...................... $  989,830      $  75,929        $1,247,010
                          ===========     ===========       ==========
Federal Tax Cost ......... $4,834,020       $924,803        $5,151,283
                          ===========     ===========       ==========

- --------------------------------------------------------------------------------
4. CAPITAL SHARE TRANSACTIONS

<TABLE>
   Transactions in shares of Funds were as follows:
                                                            SELECT                   HERITAGE                  GROWTH
                                                    SHARES         AMOUNT       SHARES      AMOUNT      SHARES        AMOUNT
INVESTOR CLASS                                                                    (In Thousands)
<S>                                                 <C>       <C>               <C>        <C>           <C>       <C>       
Shares authorized ...............................  250,000                     250,000                  500,000
                                                  ========                    =========                 ========
Year ended October 31, 1998
Sold ............................................   19,809    $   946,893       31,645     $368,862      52,968    $1,467,285
Issued in reinvestment of distributions .........   18,613        773,188       21,904      240,789      31,652       740,696
Redeemed ........................................ (24,553)    (1,165,999)     (44,408)    (511,235)     (50,604)   (1,375,210)
                                                  --------    -----------     --------    ---------     --------   -----------
Net increase ....................................   13,869    $   554,082        9,141    $  98,416      34,016   $   832,771
                                                  --------    -----------     --------    ---------     --------   -----------
Year ended October 31, 1997
Sold ............................................   17,600    $   778,552       26,794     $355,329      35,274   $   876,879
Issued in reinvestment of distributions .........    9,470        371,414        5,793       68,885       3,935        87,875
Redeemed ........................................  (25,362)    (1,106,798)     (32,170)    (418,518)     (70,222)   (1,687,973)
                                                  --------    -----------     --------    ---------     --------   -----------
Net increase (decrease) .........................    1,708   $     43,168          417   $    5,696     (31,013)  $  (723,219)
                                                  ========    ===========     ========    =========     ========   =========== 
</TABLE>


30     1-800-345-2021 or 816-531-5575


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (continued)

OCTOBER 31, 1998

- --------------------------------------------------------------------------------
4. CAPITAL SHARE TRANSACTIONS (CONTINUED)

<TABLE>
                                                            SELECT                   HERITAGE                   GROWTH
                                                    SHARES         AMOUNT       SHARES      AMOUNT       SHARES         AMOUNT
ADVISOR CLASS                                                                      (In Thousands)
<S>                                                     <C>          <C>            <C>        <C>           <C>        <C>   
Shares authorized ...............................  105,000                     105,000                   210,000
                                                  ========                    =========                 ========
Year ended October 31, 1998
Sold ............................................       17           $786           84         $950          122        $3,371
Issued in reinvestment of distributions .........        5            213            2           22           15           346
Redeemed ........................................     (16)          (745)         (19)        (217)          (16)         (447)
                                                  --------    -----------     --------    ---------     --------   -----------
Net increase ....................................        6           $254           67         $755          121        $3,270
                                                  ========    ===========     ========    =========     ========   ===========

Period ended October 31, 1997(1)
Sold ............................................       30         $1,512           12         $167           81        $2,368
Issued in reinvestment of distributions .........       --             --           --           --           --            --
Redeemed ........................................      (3)          (163)          (4)         (52)           (2)          (50)
                                                  --------    -----------     --------    ---------     --------   -----------
Net increase ....................................       27         $1,349            8         $115           79        $2,318
                                                  ========    ===========     ========    =========     ========   ===========

INSTITUTIONAL CLASS                                                                (In Thousands)

Shares authorized ...............................   41,000                      41,000                    80,000
                                                  ========                    ========                  ========
Year ended October 31, 1998
Sold ............................................      245       $ 12,081           --           --          202        $5,257
Issued in reinvestment of distributions .........       47          1,953            2          $24            1            26
Redeemed ........................................    (527)       (25,702)          (4)         (45)         (192)       (5,068)
                                                  --------    -----------     --------    ---------     --------   -----------
Net increase (decrease) .........................    (235)      $(11,668)          (2)        $(21)           11       $   215
                                                  ========    ===========     ========    =========     ========   ===========

Period ended October 31, 1997(2)
Sold ............................................      258        $10,551            9       $1,118            6          $158
Issued in reinvestment of distributions .........       --             --           --           --           --            --
Redeemed ........................................     (20)          (963)           --           --           --            --
Net increase ....................................      238       $  9,588            9       $1,118            6          $158
                                                  ========    ===========     ========    =========     ========   ===========
</TABLE>

- --------------------------------------------------------------------------------
5. AFFILIATED COMPANY TRANSACTIONS

   A summary of  transactions  for each issuer who is or was an  affiliate at or
during the year ended October 31, 1998, follows:

<TABLE>
                                     Share                                                                 October 31, 1998
                                    Balance       Purchase        Sales       Realized      Dividend     Share         Market
Fund/Issuer                        10-31-97         Cost          Cost          Gain         Income     Balance         Value

HERITAGE                                                                   (In Thousands)
<S>                                 <C>            <C>           <C>             <C>         <C>         <C>          <C>
InaCom Corp ......................  540,000          --          $14,928         $76           --         --             --
Reinsurance Group of
America,
Inc. CI A ........................    --           $12,379         --            --            $16      257,500        $12,231
                                                  --------       -------       ------         -----                    ========
                                                   $12,379       $14,928         $76           $16                     $12,231
                                                  ========       =======       ======         =====                    ========
</TABLE>

(1) Sale of the Advisor  Class for Select,  Heritage,  and Growth  commenced  on
    August 8, 1997, July 11, 1997, and June 4, 1997, respectively.

(2) Sale of the  Institutional  Class for Select commenced on March 13, 1997 and
    for both Heritage and Growth on June 16, 1997.


                                                 www.americancentury.com      31


Select--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31

                                                                          Investor Class
                                                  1998            1997          1996           1995           1994
PER-SHARE DATA

<S>                                           <C>            <C>            <C>            <C>            <C>      
Net Asset Value, Beginning of Year .........  $   48.18      $   41.52      $   39.52      $   37.67      $   45.76
                                              ---------      ---------      ---------      ---------      ---------
Income From Investment Operations
  Net Investment Income ....................       0.12(1)        0.15(1)        0.20(1)        0.33(1)        0.40
  Net Realized and Unrealized Gain (Loss) on
  Investment Transactions ..................       9.37          10.51           6.73           4.68          (3.59)
                                              ---------      ---------      ---------      ---------      ---------
  Total From Investment Operations .........       9.49          10.66           6.93           5.01          (3.19)
                                              ---------      ---------      ---------      ---------      ---------

Distributions
  From Net Investment Income ...............      (0.20)         (0.32)         (0.27)         (0.28)         (0.43)
  From Net Realized Gains on
  Investment Transactions ..................      (7.93)         (3.68)         (4.66)         (2.75)         (4.47)
  In Excess of Net Realized Gains ..........       --             --             --            (0.13)          --
  Total Distributions ......................      (8.13)         (4.00)         (4.93)         (3.16)         (4.90)
                                              ---------      ---------      ---------      ---------      ---------

Net Asset Value, End of Year ...............  $   49.54      $   48.18      $   41.52      $   39.52      $   37.67
                                              =========      =========      =========      =========      =========

  Total Return(2) ..........................      22.96%         27.89%         19.76%         15.02%         (7.37)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average
Net Assets .................................       1.00%          1.00%          1.00%          1.00%          1.00%
Ratio of Net Investment Income to Average
Net Assets .................................       0.25%          0.33%          0.50%          0.90%          1.00%
Portfolio Turnover Rate ....................        165%            94%           105%           106%           126%
Net Assets, End of Year (in millions) ......  $   5,591      $   4,769      $   4,039      $   4,008      $   4,278
</TABLE>

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

(2) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions, if any.

- --------------------------------------------------------------------------------
UNDERSTANDNG THE FINANCIAL  HIGHLIGHTS--These  statements itemize current period
activity and  statistics  and provide  comparison  data for the last five fiscal
years (or less, if the class is not five years old).

On a per-share basis, it includes:

o share price at the beginning of the period

o investment income and capital gains or losses

o income and capital gains distributions paid to shareholders

o share price at the end of the period

It also includes some key statistics for the period:

o total  return  -  the  overall   percentage  return  of  the  fund,   assuming
  reinvestment of all distributions

o expense ratio - operating expenses as a percentage of average net assets

o net income ratio - net investment income as a percentage of average net asset

o portfolio turnover - the percentage of the portfolio that was replaced during
  the period

                                              See Notes to Financial Statements


32    1-800-345-2021


Select--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                                                              1998      1997(1)
PER-SHARE DATA

<S>                                                                       <C>          <C>      
Net Asset Value, Beginning of Period ...................................  $   48.16    $   49.43
                                                                          ---------    ---------
Income From Investment Operations
  Net Investment Loss(2) ...............................................       --          (0.02)
  Net Realized and Unrealized Gain (Loss) on Investment Transactions ...       9.37        (1.25)
                                                                          ---------    ---------
  Total From Investment Operations .....................................       9.37        (1.27)
                                                                          ---------    ---------
Distributions
  From Net Investment Income ...........................................      (0.16)        --
  From Net Realized Gains on Investment Transactions ...................      (7.93)        --
                                                                          ---------    ---------
  Total Distributions ..................................................      (8.09)        --
                                                                          ---------    ---------
Net Asset Value, End of Period .........................................  $   49.44    $   48.16
                                                                          =========    =========
  Total Return(3) ......................................................      22.67%       (2.57)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ......................       1.25%        1.25%(4)
Ratio of Net Investment Loss to Average Net Assets .....................       --      (0.17)%(4)
Portfolio Turnover Rate ................................................        165%          94%
Net Assets, End of Period (in thousands) ...............................  $   1,617    $   1,289
</TABLE>

(1) August 8, 1997 (commencement of sale) through October 31, 1997.

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

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

(4) Annualized.

See Notes to Financial Statements


                                                  www.americancentury.com     33


Select--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                                                    Institutional Class

                                                                       1998      1997(1)

PER-SHARE DATA
<S>                                                                <C>        <C>       
Net Asset Value, Beginning of Period ............................  $    48.24 $    40.56
                                                                   ---------- ----------
Income From Investment Operations
  Net Investment Income(2) ......................................        0.22       0.13
  Net Realized and Unrealized Gain on Investment Transactions ...        9.37       7.55
                                                                   ---------- ----------
  Total From Investment Operations ..............................        9.59       7.68
                                                                   ---------- ----------

Distributions
  From Net Investment Income ....................................       (0.27)      --
  From Net Realized Gains on Investment Transactions ............       (7.93)      --
  Total Distributions ...........................................       (8.20)      --
                                                                   ---------- ----------
Net Asset Value, End of Period ..................................  $    49.63 $    48.24
                                                                   ========== ==========
  Total Return(3) ...............................................       23.22%     18.93%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ...............        0.80%      0.80%(4)
Ratio of Net Investment Income to Average Net Assets ............        0.45%      0.45%(4)
Portfolio Turnover Rate .........................................         165%        94%
Net Assets, End of Period (in thousands) ........................  $      173 $   11,486
</TABLE>

(1) March 13, 1997 (commencement of sale) through October 31, 1997.

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

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

(4) Annualized.

                                              See Notes to Financial Statements


35     1-800-345-2021


Heritage--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
                                                FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31

                                                                           Investor Class
                                                   1998          1997            1996          1995            1994
PER-SHARE DATA

<S>                                            <C>           <C>             <C>           <C>             <C>      
Net Asset Value, Beginning of Year .........   $   14.86     $   12.24       $   11.75     $   10.32       $   11.03
                                               ---------     ---------       ---------     ---------       ---------
Income From Investment Operations
  Net Investment Income ....................        0.03(1)       0.01(1)        --(1)          0.05(1)         0.07
  Net Realized and Unrealized Gain (Loss) on
  Investment Transactions ..................       (2.14)         3.41            1.15          1.96           (0.21)
                                               ---------     ---------       ---------     ---------       ---------
  Total From Investment Operations .........       (2.11)         3.42            1.15          2.01           (0.14)
                                               ---------     ---------       ---------     ---------       ---------
Distributions
  From Net Investment Income ...............       (0.07)        (0.09)          (0.05)        (0.03)          (0.06)
  From Net Realized Gains on
  Investment Transactions ..................       (2.70)        (0.71)          (0.61)        (0.52)          (0.50)
  In Excess of Net Realized Gains ..........        --            --              --           (0.03)          (0.01)
  Total Distributions ......................       (2.77)        (0.80)          (0.66)        (0.58)          (0.57)
                                               ---------     ---------       ---------     ---------       ---------
Net Asset Value, End of Year ...............   $    9.98     $   14.86       $   12.24     $   11.75       $   10.32
                                               =========     =========       =========     =========       =========
  Total Return(2) ..........................      (15.87)%       29.56%          10.44%        21.04%          (1.13)%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average
Net Assets .................................        1.00%         1.00%           0.99%         0.99%           1.00%
Ratio of Net Investment Income to Average
Net Assets .................................        0.29%         0.05%           --            0.50%           0.70%
Portfolio Turnover Rate ....................         148%           69%            122%          121%            136%
Net Assets, End of Year (in millions) ......   $     978     $   1,321       $   1,083     $   1,008       $     897
</TABLE>

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

(2) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions, if any.

- --------------------------------------------------------------------------------
UNDERSTANDNG THE FINANCIAL  HIGHLIGHTS--These  statements itemize current period
activity and  statistics  and provide  comparison  data for the last five fiscal
years (or less, if the class is not five years old).

On a per-share basis, it includes:

o share price at the beginning of the period

o investment income and capital gains or losses

o income and capital gains distributions paid to shareholders

o share price at the end of the period

It also includes some key statistics for the period:

o total  return  -  the  overall   percentage  return  of  the  fund,   assuming
  reinvestment of all distributions

o expense ratio - operating expenses as a percentage of average net assets

o net income ratio - net investment income as a percentage of average net asset

o portfolio turnover - the percentage of the portfolio that was replaced during
  the period

See Notes to Financial Statements


                                                 www.americancentury.com      35


Heritage--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
               FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                                                               Advisor Class
                                                                             1998      1997(1)
PER-SHARE DATA

<S>                                                                        <C>         <C>    
Net Asset Value, Beginning of Period ...................................   $ 14.85     $ 14.23
                                                                           -------     -------
Income From Investment Operations
  Net Investment Income (Loss)(2) ......................................      0.02       (0.01)
  Net Realized and Unrealized Gain (Loss) on Investment Transactions ...     (2.14)       0.63
                                                                           -------     -------
  Total From Investment Operations .....................................     (2.12)       0.62
                                                                           -------     -------

Distributions

  From Net Investment Income ...........................................     (0.07)       --
  From Net Realized Gains on Investment Transactions ...................     (2.70)       --
                                                                           -------     -------
  Total Distributions ..................................................     (2.77)       --
                                                                           -------     -------
Net Asset Value, End of Period .........................................   $  9.96     $ 14.85
                                                                           =======     =======
  Total Return(3) ......................................................    (16.03)%      4.36%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ......................      1.25%       1.25%(4)
Ratio of Net Investment Income (Loss) to Average Net Assets ............      0.04%    (0.23)%(4)
Portfolio Turnover Rate ................................................       148%         69%
Net Assets, End of Period (in thousands) ...............................   $   748     $   120
</TABLE>

(1) July 11, 1997 (commencement of sale) through October 31, 1997.

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

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

(4) Annualized.

                                              See Notes to Financial Statements


36     1-800-345-2021


Heritage--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                                                           Institutional Class
                                                                             1998      1997(1)
PER-SHARE DATA

<S>                                                                        <C>         <C>    
Net Asset Value, Beginning of Period ...................................   $ 14.87     $ 13.60
                                                                           -------     -------
Income From Investment Operations
  Net Investment Income(2) .............................................      0.06        0.01
  Net Realized and Unrealized Gain (Loss) on Investment Transactions ...     (2.14)       1.26
                                                                           -------     -------
  Total From Investment Operations .....................................     (2.08)       1.27
                                                                           -------     -------

Distributions

  From Net Investment Income ...........................................     (0.09)       --
  From Net Realized Gains on Investment Transactions ...................     (2.70)       --
                                                                           -------     -------
  Total Distributions ..................................................     (2.79)       --
                                                                           -------     -------
Net Asset Value, End of Period .........................................   $ 10.00     $ 14.87
                                                                           =======     =======
  Total Return(3) ......................................................    (15.67)%      9.34%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ......................      0.80%       0.80%(4)
Ratio of Net Investment Income to Average Net Assets ...................      0.49%       0.21%(4)
Portfolio Turnover Rate ................................................       148%         69%
Net Assets, End of Period (in thousands) ...............................   $    70     $   129
</TABLE>

(1) June 16, 1997 (commencement of sale) through October 31, 1997.

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

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

(4) Annualized.

See Notes to Financial Statements


                                                www.americancentury.com     37


Growth--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
                                                 FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31

                                                                                Investor Class

                                                       1998           1997             1996            1995            1994

PER-SHARE DATA

<S>                                                <C>             <C>             <C>             <C>             <C>      
Net Asset Value, Beginning of Year .............   $   27.86       $   22.21       $   23.88       $   22.99       $   25.27
                                                   ---------       ---------       ---------       ---------       ---------
Income From Investment Operations
  Net Investment Income (Loss) .................       (0.01)(1)        0.01(1)        (0.01)(1)        0.08(1)         0.06
  Net Realized and Unrealized Gain on
  Investment Transactions ......................        4.35            6.07            1.47            4.08            0.48
                                                   ---------       ---------       ---------       ---------       ---------
  Total From Investment Operations .............        4.34            6.08            1.46            4.16            0.54
                                                   ---------       ---------       ---------       ---------       ---------

Distributions

  From Net Investment Income ...................        --             (0.18)          (0.07)          (0.05)          (0.06)
  From Net Realized Gains on
  Investment Transactions ......................       (4.17)          (0.25)          (2.98)          (3.18)          (2.76)
In Excess of Net Realized Gains ................        --              --             (0.08)          (0.04)           --
Total Distributions ............................       (4.17)          (0.43)          (3.13)          (3.27)          (2.82)
                                                   ---------       ---------       ---------       ---------       ---------
Net Asset Value, End of Year ...................   $   28.03       $   27.86       $   22.21       $   23.88       $   22.99
                                                   =========       =========       =========       =========       =========
  Total Return(2) ..............................       18.53%          27.85%           8.18%          22.31%           2.66%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average
Net Assets .....................................        1.00%           1.00%           1.00%           1.00%           1.00%
Ratio of Net Investment Income (Loss) to Average
Net Assets .....................................       (0.02)%          0.02%          (0.10)%          0.40%           0.30%
Portfolio Turnover Rate ........................         126%             75%            122%            141%            100%
Net Assets, End of Year (in millions) ..........   $   6,097       $   5,113       $   4,765       $   5,130       $   4,363
</TABLE>

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

(2) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions,  if any.  Total  returns for  periods  less than one year are
    annualized.

- --------------------------------------------------------------------------------
UNDERSTANDNG THE FINANCIAL  HIGHLIGHTS--These  statements itemize current period
activity and  statistics  and provide  comparison  data for the last five fiscal
years (or less, if the class is not five years old).

On a per-share basis, it includes:

o share price at the beginning of the period

o investment income and capital gains or losses

o income and capital gains distributions paid to shareholders

o share price at the end of the period

It also includes some key statistics for the period:

o total  return  -  the  overall   percentage  return  of  the  fund,   assuming
  reinvestment of all distributions

o expense ratio - operating expenses as a percentage of average net assets

o net income ratio - net investment income as a percentage of average net asset

o portfolio turnover - the percentage of the portfolio that was replaced during
  the period

                                              See Notes to Financial Statements


38     1-800-345-2021


Growth--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
            FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                                                         Advisor Class
                                                                        1998        1997(1)
PER-SHARE DATA

<S>                                                                 <C>           <C>      
Net Asset Value, Beginning of Period ............................   $   27.84     $   24.36
                                                                    ---------     ---------
Income From Investment Operations
  Net Investment Loss(2) ........................................       (0.08)        (0.06)
  Net Realized and Unrealized Gain on Investment Transactions ...        4.35          3.54
                                                                    ---------     ---------
  Total From Investment Operations ..............................        4.27          3.48
                                                                    ---------     ---------
Distributions

  From Net Realized Gains on Investment Transactions ............       (4.14)         --
                                                                    ---------     ---------
Net Asset Value, End of Period ..................................   $   27.97     $   27.84
                                                                    =========     =========
  Total Return(3) ...............................................       18.23%        14.29%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ...............        1.25%         1.25%(4)
Ratio of Net Investment Loss to Average Net Assets ..............       (0.27)%   (0.47)%(4)
Portfolio Turnover Rate .........................................         126%           75%
Net Assets, End of Period (in thousands) ........................   $   5,570     $   2,200
</TABLE>

(1) June 4, 1997 (commencement of sale) through October 31, 1997.

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

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

(4) Annualized.

See Notes to Financial Statements


                                                  www.americancentury.com     39


Growth--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
         FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                                                    Institutional Class
                                                                      1998      1997(1)
PER-SHARE DATA

<S>                                                                 <C>         <C>    
Net Asset Value, Beginning of Period ............................   $ 27.88     $ 25.75
                                                                    -------     -------
Income From Investment Operations
  Net Investment Income(2) ......................................      0.05        0.01
  Net Realized and Unrealized Gain on Investment Transactions ...      4.34        2.12
                                                                    -------     -------
  Total From Investment Operations ..............................      4.39        2.13
                                                                    -------     -------

Distributions

  From Net Realized Gains on Investment Transactions ............     (4.19)       --
                                                                    -------     -------
Net Asset Value, End of Period ..................................   $ 28.08     $ 27.88
                                                                    =======     =======

  Total Return(3) ...............................................     18.77%       8.27%

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to Average Net Assets ...............      0.80%       0.80%(4)
Ratio of Net Investment Income to Average Net Assets ............      0.18%       0.07%(4)
Portfolio Turnover Rate .........................................       126%         75%
Net Assets, End of Period (in thousands) ........................   $   465     $   171
</TABLE>

(1) June 16, 1997 (commencement of sale) through October 31, 1997.

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

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

(4) Annualized.

                                              See Notes to Financial Statements


40     1-800-345-2021


Independent Auditors' Report
- --------------------------------------------------------------------------------

The Board of Directors and Shareholders,
American Century Mutual Funds, Inc:

   We have  audited  the  accompanying  statements  of assets  and  liabilities,
including the schedules of investments,  of American Century - Twentieth Century
Select Fund,  American  Century - Twentieth  Century  Heritage Fund and American
Century - Twentieth Century Growth Fund (collectively the "Funds"), three of the
funds comprising  American  Century Mutual Funds,  Inc., as of October 31, 1998,
and the related  statements of operations for the year then ended and changes in
net assets for each of the years in the  two-year  period  then  ended,  and the
financial highlights for each of the periods in the five-year period then ended.
These financial  statements and the financial  highlights are the responsibility
of the Funds'  management.  Our responsibility is to express an opinion on these
financial statements and the financial highlights based on our audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned at October
31, 1998 by correspondence with the custodian and brokers, and other alternative
procedures.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

   In our opinion,  such financial  statements and financial  highlights present
fairly,  in all material  respects,  the financial  position of American Century
Twentieth  Century Select Fund,  American  Century - Twentieth  Century Heritage
Fund and  American  Century -  Twentieth  Century  Growth Fund as of October 31,
1998, the results of their operations,  the changes in their net assets, and the
financial  highlights  for the  respective  stated  periods in  conformity  with
generally accepted accounting principles.

Deloitte & Touche LLP
Kansas City, Missouri
December 8, 1998


                                                  www.americancentury.com     41


Share Class and Retirement Account Information
- --------------------------------------------------------------------------------

SHARE CLASSES

     Three  classes  of shares  are  authorized  for sale by the fund:  Investor
Class, Advisor Class and Institutional Class.

     INVESTOR CLASS  shareholders  do not pay any  commissions or other fees for
purchase  of fund shares  directly  from  American  Century.  Investors  who buy
Investor  Class  shares  through  a  broker-dealer  may be  required  to pay the
broker-dealer a transaction fee. THE PRICE AND PERFORMANCE OF THE INVESTOR CLASS
SHARES ARE LISTED IN NEWSPAPERS. NO OTHER CLASS IS CURRENTLY LISTED.

     ADVISOR  CLASS shares are sold  through  banks,  broker-dealers,  insurance
companies  and financial  advisors.  Advisor Class shares are subject to a 0.50%
Rule 12b-1  service and  distribution  fee. Half of that fee is available to pay
for recordkeeping and administrative  services, and half is available to pay for
distribution  services provided by the financial  intermediary through which the
Advisor Class shares are purchased. The total expense ratio of the Advisor Class
shares  is 0.25%  higher  than the total  expense  ratio of the  Investor  Class
shares.

     INSTITUTIONAL  CLASS  shares  are  available  to  endowments,  foundations,
defined  benefit  pension  plans  or  financial   intermediaries  serving  these
investors.   This  class   recognizes  the  relatively  lower  cost  of  serving
institutional customers and others who invest at least $5 million in an American
Century fund or at least $10 million in multiple  funds.  In  recognition of the
larger  investments and account  balances and  comparatively  lower  transaction
costs, the total expense ratio of the  Institutional  Class shares is 0.20% less
than the total expense ratio of the Investor Class shares.

     All  classes  of  shares  represent  a pro rata  interest  in the funds and
generally have the same rights and preferences.

RETIREMENT ACCOUNT INFORMATION

     As required by law, any  distributions  you receive from an IRA and certain
403(b)  distributions  [not eligible for rollover to an IRA or to another 403(b)
account] are subject to federal income tax withholding at the rate of 10% of the
total amount withdrawn,  unless you elect not to have withholding  apply. If you
don't want us to withhold on this amount,  you may send us a written  notice not
to have the federal  income tax withheld.  Your written  notice is valid for six
months  from the date of receipt at American  Century.  Even if you plan to roll
over the amount you withdraw to another  tax-deferred  account,  the withholding
rate still  applies to the  withdrawn  amount  unless we have received a written
notice not to  withhold  federal  income  tax  within  six  months  prior to the
withdrawal.

     When you plan to withdraw,  you may make your  election by  completing  our
Exchange/Redemption  form or an IRS Form W-4P. Call American  Century for either
form.  Your  written  election  is valid  for only six  months  from the date of
receipt at American Century. You may revoke your election at any time by sending
a written notice to us.

     Remember, even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable  portion of your  withdrawal.  If you elect
not to have income tax  withheld or you don't have enough  income tax  withheld,
you may be  responsible  for payment of estimated  tax. You may incur  penalties
under the estimated tax rules if your withholding and estimated tax payments are
not sufficient.


42     1-800-345-2021


Background Information
- --------------------------------------------------------------------------------

INVESTMENT PHILOSOPHY AND POLICIES

     The  Twentieth  Century  Group  offers 10 equity  funds that  invest in the
stocks  of  growing  companies,  both  domestically  and  internationally.   The
philosophy  behind  these growth funds  focuses on three  important  principles.
First,  the funds  seek to invest in  successful  companies,  which we define as
those whose earnings and revenues are growing at accelerating rates.  Second, we
attempt  to keep the funds  fully  invested,  regardless  of  short-term  market
activity.  Experience  has shown that  market  gains can occur in  unpredictable
spurts and that missing those  opportunities can  significantly  limit potential
for gain.  Third, the funds are managed by teams,  rather than by one "star." We
believe this allows us to make better, more consistent management decisions.

     In addition to these principles, each fund has its own investment policies:

     TWENTIETH  CENTURY  SELECT seeks  large,  established  companies  that show
accelerating  growth  rates.  Also,  at least 80% of the fund's  assets  must be
invested in stocks or securities that pay regular dividends or otherwise produce
income.  These dividends,  and the established  nature of the companies in which
Select invests, help lessen the fund's short-term price fluctuations.

     TWENTIETH  CENTURY  HERITAGE  seeks  smaller  and mid sized  firms  showing
accelerating  growth rates,  and at least 60% of its assets must be in stocks or
securities  paying  regular  dividends  or  otherwise  producing  income.  While
Heritage's  dividend  requirement  should make the fund less volatile than funds
without dividends, it should also display somewhat more price variability -- and
greater  long-term  growth  potential  -- than Select.  Historically,  small-cap
stocks  have been more  volatile  than the  stocks of larger,  more  established
companies.

     TWENTIETH  CENTURY GROWTH invests in larger,  more  established  firms that
exhibit  accelerating  growth.  Because the value of established  firms tends to
change  relatively  slowly,  Growth  can  ordinarily  be  expected  to show more
moderate  price  fluctuations  than  growth  funds that invest in smaller or mid
sized firms.

COMPARATIVE INDICES

     The following  indices are used in the report to serve as fund  performance
comparisons. They are not investment products available for purchase.

     The  S&P  500  is a  capitalization-weighted  index  of the  stocks  of 500
publicly  traded  U.S.  companies  that are  considered  to be leading  firms in
dominant  industries.  Created by  Standard & Poor's  Corporation,  the index is
viewed as a broad measure of U.S. stock market performance.

     The S&P MIDCAP 400 INDEX is a  capitalization-weighted  index of the stocks
of the 400 largest leading U.S.  companies not included in the S&P 500.  Created
by Standard & Poor's Corporation,  it is considered to represent the performance
of  mid-capitalization  stocks  generally.  The index was created in March 1994.
Data presented for prior periods have been provided by Standard and Poors.

     The RUSSELL  1000 INDEX,  created by Frank  Russell  Company,  measures the
performance of the 1,000 largest  companies in the Russell 3000 Index (the 3,000
largest publicly traded U.S. companies,  based on total market  capitalization).
The RUSSELL 1000 GROWTH INDEX  measures the  performance  of those  Russell 1000
companies with higher price-to-book ratios and higher forecasted growth rates.

     The RUSSELL 2000 INDEX  measures the  performance  of the 2,000 smallest of
the  3,000  largest  publicly  traded  U.S.  companies  based  on  total  market
capitalization.  Created by Frank Russell Company, it is considered to represent
the performance of small-cap stocks in general.

[RIGHT MARGIN]

PORTFOLIO MANAGERS
SELECT
     JEAN LEDFORD, CFA
     RICHARD WELSH
HERITAGE
     HAROLD BRADLEY
     LINDA PETERSON, CFA
GROWTH
     C. KIM GOODWIN
     GREG WOODHAMS, CFA


                                                  www.americancentury.com     43


Glossary
- --------------------------------------------------------------------------------

RETURNS

o TOTAL  RETURN  figures  show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

o AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For fiscal year-by-year total returns,  please refer to the "Financial
Highlights" on pages 32-40.


INVESTMENT TERMS

o EXPENSE  RATIO-- the operating  expenses of the fund expressed as a percentage
of average net assets.  Shareholders pay an annual fee to the investment manager
for  investment  advisory  and  management  services.  The expenses and fees are
deducted from fund income, not from each shareholder account. (See Note 2 in the
Notes to Financial Statements.)

o MEDIAN MARKET CAPITALIZATION-- Market Capitalization (market cap) is the total
value of a  company's  stock and is  calculated  by  multiplying  the  number of
outstanding  common shares by the current share price.  The company whose market
cap is in the  middle  of the  portfolio  is the  median  market  cap.  Half the
companies in the portfolio  have values  greater than the median,  and half have
values that are less. If there is an even number of  companies,  then the median
is the average of the two companies in the middle.

o NUMBER OF  COMPANIES--  the number of different  companies held by a fund on a
given date.

o PORTFOLIO  TURNOVER-- the percentage of a fund's investment  portfolio that is
replaced during a given time period, usually a year. Actively managed portfolios
tend to have higher  turnover than passively  managed  portfolios  such as index
funds.

o  PRICE/BOOK  RATIO--  a stock  value  measurement  calculated  by  dividing  a
company's stock price by its book value per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Book value per share is calculated by
subtracting a company's liabilities from its assets, then dividing that value by
the number of outstanding shares.)

o PRICE/EARNINGS (P/E) RATIO-- a stock value measurement  calculated by dividing
a company's stock price by its earnings per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Earnings  per share is  calculated by
dividing the after-tax earnings of a corporation by its outstanding shares.)


TYPES OF STOCKS

o  BLUE-CHIP  STOCKS--  stocks of the most  established  companies  in  American
industry.   They  are  generally  large,   fairly  stable  companies  that  have
demonstrated  consistent  earnings and usually have long-term growth  potential.
Examples include General Electric and Coca-Cola.

o CYCLICAL STOCKS--  generally  considered to be stocks whose price and earnings
fluctuations  tend to follow the ups and downs of the business  cycle.  Examples
include the stocks of  automobile  manufacturers,  steel  producers  and textile
operators.

o GROWTH  STOCKS--  stocks  of  companies  that have  experienced  above-average
earnings  growth and are expected to continue  such  growth.  These stocks often
sell at  high  P/E  ratios.  Examples  can  include  the  stocks  of  high-tech,
healthcare and consumer staples companies.

o LARGE-CAPITALIZATION  ("LARGE-CAP") STOCKS-- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of more than $5  billion.  These tend to be the stocks  that
make up the Dow Jones Industrial Average and the S&P 500.

o  MEDIUM-CAPITALIZATION  ("MID-CAP") STOCKS-- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of between $1 billion and $5  billion.  These tend to be the
stocks that make up the S&P 400.

o SMALL-CAPITALIZATION  ("SMALL-CAP") STOCKS-- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of less than $1  billion.  These tend to be the stocks  that
make up the Russell 2000 Growth Index.

o VALUE STOCKS--  generally  considered to be stocks that are purchased  because
they are relatively inexpensive. These stocks are typically characterized by low
P/E ratios.


44     1-800-345-2021


[inside back cover]

AMERICAN CENTURY FUNDS
- -------------------------------------------------------------------------------

BENHAM GROUP(reg.sm)
TAXABLE BOND FUNDS
U.S. TREASURY & GOVERNMENT
       Short-Term Treasury
       Short-Term Government
       GNMA
       Intermediate-Term Treasury
       Long-Term Treasury
       Treasury
       Target Maturities Trust: 2000
       Target Maturities Trust: 2005
       Target Maturities Trust: 2010
       Target Maturities Trust: 2015
       Target Maturities Trust: 2020
       Target Maturities Trust: 2025

CORPORATE & DIVERSIFIED
       Limited-Term Bond
       Intermediate-Term Bond
       Bond
       Premium Bond
       High-Yield Bond

INTERNATIONAL
       International Bond

TAX-FREE & MUNICIPAL BOND FUNDS
MULTIPLE-STATE
       Limited-Term Tax-Free
       Intermediate-Term Tax-Free
       Long-Term Tax-Free
       High-Yield Municipal

SINGLE-STATE
       Arizona Intermediate-Term Municipal
       California High-Yield Municipal
       California Insured Tax-Free
       California Intermediate-Term Tax-Free
       California Limited-Term Tax-Free
       California Long-Term Tax-Free
       Florida Intermediate-Term Municipal

MONEY MARKET FUNDS
TAXABLE
       Capital Preservation
       Government Agency Money Market
       Premium Capital Reserve
       Premium Government Reserve
       Prime Money Market

TAX-FREE & MUNICIPAL
       California Municipal Money Market
       California Tax-Free Money Market
       Florida Municipal Money Market
       Tax-Free Money Market

AMERICAN CENTURY(reg.sm) GROUP
ASSET ALLOCATION
       Strategic Allocation: Conservative
       Strategic Allocation: Moderate
       Strategic Allocation: Aggressive

BALANCED
       Balanced

CONSERVATIVE EQUITY
       Income and Growth
       Equity Income
       Value
       Equity Growth

SPECIALTY
       Utilities
       Real Estate
       Global Natural Resources
       Global Gold

SMALL CAP
       Small Cap Quantitative
       Small Cap Value

TWENTIETH CENTURY GROUP
GROWTH
       Select
       Heritage
       Growth
       Ultra

AGGRESSIVE GROWTH
       Vista
       Giftrust
       New Opportunities

INTERNATIONAL GROWTH
       International Growth
       International Discovery
       Emerging Markets

GLOBAL
       Global Growth

Please call for a prospectus  or profile on any  American  Century  fund.  These
documents contain important information including charges and expenses,  and you
should read them carefully before you invest or send money.


[right margin]

                        [american century logo(reg.sm)]
                                    American
                                    Century

P.O. BOX 419200
KANSAS CITY, MISSOURI
64141-6200

INVESTOR SERVICES:  1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE:  1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:   1-800-634-4113 OR 816-444-3485

FAX: 816-340-7962

INTERNET: WWW.AMERICANCENTURY.COM


AMERICAN CENTURY MUTUAL FUNDS INC.

INVESTMENT MANAGER

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

KANSAS CITY, MISSOURI

THIS  REPORT AND THE  STATEMENTS  IT  CONTAINS  ARE  SUBMITTED  FOR THE  GENERAL
INFORMATION OF OUR  SHAREHOLDERS.  THE REPORT IS NOT AUTHORIZED FOR DISTRIBUTION
TO  PROSPECTIVE  INVESTORS  UNLESS  PRECEDED  OR  ACCOMPANIED  BY  AN  EFFECTIVE
PROSPECTUS.

FUNDS DISTRIBUTOR, INC.
(c) 1998 AMERICAN CENTURY SERVICES CORPORATION


[back cover]

American Century Investments                                     BULK RATE
P.O. Box 419200                                              U.S. POSTAGE PAID
Kansas City, MO 64141-6200                                   AMERICAN CENTURY
www.americancentury.com                                          COMPANIES



9812                                                     Funds distributor, Inc.
SH-BKT-14473                      (c)1998 American Century Services Corporation
<PAGE>
[front cover]
                                                             OCTOBER 31, 1998

ANNUAL REPORT
- -----------------
AMERICAN CENTURY

   [graphic of globe, U.S. Currency, and money managers overlooking monitors]

TWENTIETH CENTURY GROUP
- -----------------------
ULTRA
VISTA

                                                 [american century logo(reg.sm)]
                                                                        American
                                                                         Century
[inside front cover]

COMING SOON FROM AMERICAN CENTURY
- --------------------------------------------------------------------------------

CLASSIFYING OUR FUNDS BY OBJECTIVE AND RISK

In March, American Century will roll out a new and simpler way to evaluate which
fund is right for you.  The new  system is based on a fund's  objective  and its
risk. Funds are classified under four broad objectives:

        *  Growth                  *  Income
        *  Growth & Income         *  Capital Preservation

Funds are also divided according to risk:

        *  Aggressive        *  Moderate        *  Conservative

The risk  classification  is based on a number of factors,  including how much a
fund's share price has fluctuated in the past compared to two popular indices:

        *  Standard & Poor's 500 Stock Index
        *  Lehman Bros. Aggregate Bond Index

Aggressive  funds tend to fluctuate more than the S&P 500 Index.  Moderate funds
tend to  fluctuate  less  than the S&P  500,  but more  than the  Lehman  Index.
Conservative funds tend to fluctuate less than the Lehman Index.

NEW, SIMPLER FUND NAMES

We are also going to simplify the names of our funds. For example,

Old Fund Name                                   New Fund Name
- --------------------------------------------------------------------------------
American Century-Twentieth Century Ultra        American Century Ultra
American Century-Benham GNMA Fund               American Century GNMA Fund

Expect  to hear more  about  these  changes  in the  spring.  They  should  make
investing more convenient, accurate, and understandable for you.

WHAT'S NEW . . .

               We now have FOUR-PAGE PROFILES of many of our funds. The profiles
           follow a standard  SEC format and allow  investors  to compare  funds
           easily.  You can  request  a  profile  or the full  prospectus.  Full
           prospectuses  contain more  detailed  fund  information  and you will
           continue to receive one after investing.

               In 1999, we will roll out SIMPLIFIED  PROSPECTUSES that highlight
           important  information about our funds,  including fees and expenses.
           More   technical   data  will  be  in  the  Statement  of  Additional
           Information.

On the Cover:

Kevin  Lewis  and  Cindy  Brown  are part of the  investment  group at  American
Century.

[left margin]

TWENTIETH CENTURY GROUP
ULTRA
(TWCUX)

TWENTIETH CENTURY GROUP
VISTA
(TWCVX)



[inside back cover]

AMERICAN CENTURY FUNDS
- -------------------------------------------------------------------------------

BENHAM GROUP(reg.sm)
TAXABLE BOND FUNDS
U.S. TREASURY & GOVERNMENT
       Short-Term Treasury
       Short-Term Government
       GNMA
       Intermediate-Term Treasury
       Long-Term Treasury
       Treasury
       Target Maturities Trust: 2000
       Target Maturities Trust: 2005
       Target Maturities Trust: 2010
       Target Maturities Trust: 2015
       Target Maturities Trust: 2020
       Target Maturities Trust: 2025

CORPORATE & DIVERSIFIED
       Limited-Term Bond
       Intermediate-Term Bond
       Bond
       Premium Bond
       High-Yield Bond

INTERNATIONAL
       International Bond

TAX-FREE & MUNICIPAL BOND FUNDS
MULTIPLE-STATE
       Limited-Term Tax-Free
       Intermediate-Term Tax-Free
       Long-Term Tax-Free
       High-Yield Municipal

SINGLE-STATE
       Arizona Intermediate-Term Municipal
       California High-Yield Municipal
       California Insured Tax-Free
       California Intermediate-Term Tax-Free
       California Limited-Term Tax-Free
       California Long-Term Tax-Free
       Florida Intermediate-Term Municipal

MONEY MARKET FUNDS
TAXABLE
       Capital Preservation
       Government Agency Money Market
       Premium Capital Reserve
       Premium Government Reserve
       Prime Money Market

TAX-FREE & MUNICIPAL
       California Municipal Money Market
       California Tax-Free Money Market
       Florida Municipal Money Market
       Tax-Free Money Market

AMERICAN CENTURY(reg.sm) GROUP
ASSET ALLOCATION
       Strategic Allocation: Conservative
       Strategic Allocation: Moderate
       Strategic Allocation: Aggressive

BALANCED
       Balanced

CONSERVATIVE EQUITY
       Income and Growth
       Equity Income
       Value
       Equity Growth

SPECIALTY
       Utilities
       Real Estate
       Global Natural Resources
       Global Gold

SMALL CAP
       Small Cap Quantitative
       Small Cap Value

TWENTIETH CENTURY GROUP
GROWTH
       Select
       Heritage
       Growth
       Ultra

AGGRESSIVE GROWTH
       Vista
       Giftrust
       New Opportunities

INTERNATIONAL GROWTH
       International Growth
       International Discovery
       Emerging Markets

GLOBAL
       Global Growth

Please call for a prospectus  or profile on any  American  Century  fund.  These
documents contain important information including charges and expenses,  and you
should read them carefully before you invest or send money.

[right margin]

[american century logo(reg.sm)]
American
Century


P.O. BOX 419200
KANSAS CITY, MISSOURI
64141-6200

INVESTOR SERVICES:  1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE:  1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:   1-800-634-4113 OR 816-444-3485

FAX: 816-340-7962

INTERNET: WWW.AMERICANCENTURY.COM


AMERICAN CENTURY MUTUAL FUNDS INC.

INVESTMENT MANAGER

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

KANSAS CITY, MISSOURI

THIS REPORT AND THE STATEMENTS IT CONTAINS ARE SUBMITTED FOR THE GENERAL
INFORMATION  OF OUR SHAREHOLDERS. THE REPORT IS NOT  AUTHORIZED FOR DISTRIBUTION
TO PROSPECTIVE INVESTORS UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE
PROSPECTUS.

FUNDS DISTRIBUTOR, INC.
(c) 1998 AMERICAN CENTURY SERVICES CORPORATION




[back cover]

American Century Investments                                     BULK RATE
c/o Charles Schwab & Co., Inc.                              U.S. POSTAGE PAID
101 Montgomery Street                                        AMERICAN CENTURY
San Francisco, CA 94104                                          COMPANIES



9812                                                     Funds Distributor, Inc.
SH-BKT-14797                      (c)1998 American Century Services Corporation
<PAGE>
[front cover]
                                                             OCTOBER 31, 1998

ANNUAL REPORT
- -----------------
AMERICAN CENTURY

   [graphic of globe, U.S. Currency, and money managers overlooking monitors]

TWENTIETH CENTURY GROUP
- -----------------------
ULTRA
VISTA

                                                 [american century logo(reg.sm)]
                                                                        American
                                                                         Century
[inside front cover]

AMERICAN CENTURY BROKERAGE
- --------------------------------------------------------------------------------

We're  pleased to introduce  American  Century's new  brokerage  service,  which
offers a wide range of investment options and features:

    o FundChoice  Service--Invest  in over 8,000  no-load and load mutual  funds
      from hundreds of different fund companies, many with no transaction fees

    o Buy individual stocks and bonds

    o 24-hour  Internet  and  automated  phone  trades are just $24.95 for up to
      1,000 shares of stock, and 2 cents per share thereafter

    o Strong research  capability 
      *  Build and track model portfolios
      *  Get news, quotes and charts
      *  Check free Standard & Poor's stock reports
      *  Access Wall Street on Demand(tm),  a research service with over 500,000
         reports  on  industry  trends,  corporate  earnings,  and  mutual  fund
         analysis

    o Track your brokerage account on one easy-to-read statement

    o Unlimited  check writing and a Gold  MasterCard(reg.tm)  ATM/debit card an
      American Century Brokerage Access AccountSM (minimum $10,000)

To talk with a Brokerage Associate, call 1-888-345-2071.

WHAT'S NEW . . .

               We now have FOUR-PAGE PROFILES of many of our funds. The profiles
           follow a standard  SEC format and allow  investors  to compare  funds
           easily.  You can  request  a  profile  or the full  prospectus.  Full
           prospectuses  contain more  detailed  fund  information  and you will
           continue to receive one after investing.

               In 1999, we will roll out SIMPLIFIED  PROSPECTUSES that highlight
           important  information about our funds,  including fees and expenses.
           More   technical   data  will  be  in  the  Statement  of  Additional
           Information.

On the Cover:

Kevin  Lewis  and  Cindy  Brown  are part of the  investment  group at  American
Century.

[left margin]

TWENTIETH CENTURY GROUP
ULTRA
(TWCUX)

TWENTIETH CENTURY GROUP
VISTA
(TWCVX)



Our Message to You
- --------------------------------------------------------------------------------

[photo James E. Stowers III and James E. Stowers, Jr.]
James E. Stowers III, seated, with James E. Stowers, Jr.

     This report covers an  investment  year filled with sharp  contrasts.  Many
popular  market  averages set records  earlier in the year,  lifted by a healthy
economy, low inflation and widespread market optimism, then tumbled dramatically
as the outlook for the U.S.  economy and corporate  earnings turned  pessimistic
almost  overnight.  The mood swing in market  psychology seemed especially sharp
after the gains over the last  several  years--gains  that were  interrupted  by
relatively few, and very shallow, downdrafts.

     Often forgotten in the earlier, heady atmosphere,  was the wide performance
disparity at work in the market.  Large stocks  outperformed  midsize stocks. In
addition, the very largest stocks in each sector outperformed the smaller stocks
in that  sector by a wide  margin.  For  example,  the  largest  midsize  stocks
outperformed  smaller  midsize stocks.  The same was true of large stocks.  This
made for a very narrow market.

     Given the gains of the last several years,  and the low market  volatility,
it is understandable  that many  investors--especially  those who are new to the
stock market--might find the broad market price swings we've seen in 1998 fairly
stressful.  In our experience,  these swings are an inevitable,  even necessary,
part  of  the  investment  process.   They  often  set  the  stage  for  further
advances--which,  in  fact,  we saw  in  November.  But  whatever  the  market's
direction,  it does not pay to get  caught up in its  excesses,  whether  overly
optimistic or overly  pessimistic.  If you have an investment  plan, try to stay
with it. If you don't have a plan, this might be a good time to develop one.

     Turning to the  corporate  front,  it is our pleasure to announce  that Jim
Stowers III is now  overseeing  the  management  teams  assigned to our domestic
growth  funds:  Growth,  Select,  Ultra,  Heritage,   Vista,  Giftrust  and  New
Opportunities.  In his new role,  Jim will work  directly  with the equity teams
that run the funds' day-to-day operations.  This change is yet another important
step  in  our  ongoing  effort  to  bring  all  our  funds'  performance  up  to
shareholders' expectations.

     In  addition  to his new  duties,  Jim  will  continue  to head  the  Ultra
portfolio team and will remain American Century's Chief Executive Officer.

     We appreciate your investment with American Century.

Sincerely,
/s/James E. Stowers, Jr.                 /s/James E. Stowers III
Chairman of the Board and Founder        Chief Executive Officer


[right margin]

                    Table of Contents

   Report Highlights ......................................................    2
   Market Perspective .....................................................    3

ULTRA
   Performance Information ................................................    5
   Management Q&A .........................................................    6
   Portfolio at a Glance ..................................................    6
   Top Ten Holdings .......................................................    7
   Top Five Industries ....................................................    7
   Types of Investments ...................................................    8
   Schedule of Investments ................................................    9
   Financial Highlights ...................................................   26

VISTA
   Performance Information ................................................   13
   Management Q&A .........................................................   14
   Portfolio at a Glance ..................................................   14
   Top Ten Holdings .......................................................   15
   Top Five Industries ....................................................   15
   Types of Investments ...................................................   16
   Schedule of Investments ................................................   17
   Financial Highlights ...................................................   29

FINANCIAL STATEMENTS
   Statements of Assets and
     Liabilities ..........................................................   19
   Statements of Operations ...............................................   20
   Statements of Changes
     in Net Assets ........................................................   21
   Notes to Financial
     Statements ...........................................................   22

OTHER INFORMATION
   Independent Auditors'
     Report ...............................................................   32
   Share Class and Retirement
     Account Information ..................................................   33
   Background Information
      Investment Philosophy
        and Policies ......................................................   34
      Comparative Indices .................................................   34
      Portfolio Managers ..................................................   34
   Glossary ...............................................................   35


                                             www.americancentury.com      1


Report Highlights
- --------------------------------------------------------------------------------

MARKET PERSPECTIVE

*    Although  stocks set records  during the first seven  months of the year, a
     sell-off began in early July and accelerated  into October,  taking the S&P
     500 Index down roughly 20%.

*    The outperformance of a relatively small number of large and midsize stocks
     masked much weaker returns in the rest of the equity universe.

*    Even with the downturn this year,  and the  recession of 1990-1991,  stocks
     have  produced  unusually  robust  results  during the '90s.  The S&P 500's
     average  annual  return  from  January 1, 1990,  to October 31,  1998,  was
     16.67%, compared to its historical average of approximately 11%.

*    In general,  U.S. business is productive and streamlined,  which bodes well
     for the  economy.  But we are  probably  in a more  moderate  phase  of the
     economic cycle--one marked by low inflation and global overcapacity.

*    We believe the mid-cap sector looks relatively inexpensive.  Companies with
     sustainable  earnings  growth  could  turn out to be today's  bargains  and
     tomorrow's winners.

ULTRA

*    Ultra's  Investor  Class shares  posted a 17.61%  return for the year ended
     October  31,  1998,  versus a 21.96%  return  for the S&P 500.  (See  total
     returns on page 5.)

*    Ultra  particularly  benefited from holdings in cable  television firms and
     companies  providing  communications  services,  such as MCI  Worldcom  and
     regional  Bell  operating  companies.  The  biggest  increase in the fund's
     industry  weightings was in pharmaceutical  companies,  which accounted for
     over 15% of assets as of October 31, 1998.

*    The fund's  top-performing stock was America Online. This Internet provider
     continues  to  see  accelerating  growth  in  membership.   Another  strong
     contributor was EMC Corporation, a leading provider of storage software for
     firms that need to store and back up vast amounts of data.

VISTA

*    Vista's  Investor Class shares  declined  31.94% for the year ended October
     31, 1998.  Its benchmark,  the Russell 2500 Growth Index,  fell 13.85% over
     the same period. (See total returns on page 13.)

*    Vista  struggled  in a  market  that  favored  large-capitalization  growth
     companies.  In addition, the fund's energy services stocks, mostly offshore
     drilling and service  companies,  were  especially  hurt by  declining  oil
     prices.  Vista's holdings in computer software and services  companies were
     also  disappointing,   with  businesses   postponing  software  updates  to
     concentrate on Year 2000 compliance.

*    Efforts underway to improve performance include an expanded management team
     (three new  members  during the past  year),  exposure  to a broader mix of
     sectors and industries, and new technology to aid the investment process.

*    Among the fund's top contributors were two of its largest holdings,  Forest
     Laboratories,  an international  pharmaceutical  firm that has introduced a
     new drug to treat  depression,  and  Sunrise  Assisted  Living,  a  leading
     provider of housing for seniors.


[left margin]

                ULTRA (TWCUX)(1)

TOTAL RETURNS:                   AS OF 10/31/98
    6 Months                         -3.27%(2)
    1 Year                           17.61%
NET ASSETS:                      $25.4 billion
INCEPTION DATE:                        11/2/81

                 VISTA (TWCVX)(1)

TOTAL RETURNS:                   AS OF 10/31/98
    6 Months                        -31.64%(2)
    1 Year                          -31.94%
NET ASSETS:                     $895.2 million
INCEPTION DATE:                       11/25/83

(1)       Investor Class.

(2)       Not annualized.

Investment terms are defined in the Glossary on page 35.


2      1-800-345-2021


Market Perspective from Robert C. Puff, Jr.
- --------------------------------------------------------------------------------

[photo Robert C. Puff, Jr.]
Robert C. Puff, Jr., chief investment officer of American Century Investment
Management

MARKET PSYCHOLOGY:  THE RETURN OF FEAR

     Sometimes a little pain can go a long way. This was certainly the case over
the final four months of our fiscal year (July-October)--a period that marked an
abrupt change in market psychology. Financial markets are motivated by greed and
fear,  and during the '90s greed has enjoyed a long run. In mid-July,  after the
S&P 500 peaked,  fear returned to the stock  market.  Its entrance was dramatic,
but not terribly surprising. Market declines are a normal part of the investment
process.  Although they have been notably absent in the 1990s,  in prior decades
moderate  corrections  of  10%  happened  about  once  a year  and  more  severe
corrections  of up to 15% occurred  about once every two years.  A correction in
the 20% range occurred roughly every three to four years. On a historical basis,
a correction was overdue.

     The decline in the S&P 500 accelerated into early October,  propelled by an
increasingly  restrained  outlook for  corporate  earnings,  apprehension  about
further economic and political  deterioration in Southeast Asia and Russia,  and
stubbornly elevated short-term interest rates in the United States. Serious talk
of a U.S. recession also surfaced.

     Money that had been  earmarked for the stock market  instead  sought a safe
haven in U.S.  Treasurys  and a few popular  megastocks.  Banks pulled back from
lending,  and  professional  investors  were shaken by the  problems at a large,
well-known  hedge fund.  While many of the pros panicked,  individual  investors
generally stayed the course and used the decline as a buying opportunity.

ONCE AGAIN, SIZE MATTERED

     August  saw a sharp  decline  of  14.56% in the S&P 500  Index.  Especially
disturbing,  at  least  psychologically,  was the  sell-off  in the  handful  of
blue-chip stocks that had accounted for much of the S&P 500's performance during
the last several years. In general,  the returns of larger stocks have been very
impressive  compared  with small and midsize  stocks.  From January 1994 through
October 1998,  large stocks  outperformed  smaller  stocks 14 out of 19 calendar
quarters.  However,  closer analysis  revealed that the strong  performance of a
relatively  limited number of blue-chip and midsize  companies  masked the price
deterioration  of the vast  majority  of the other  9,000  stocks  traded in the
United States.  For example,  through September 30 of this year, less than 20 of
the largest stocks in the S&P 500 Index were  responsible for almost 100% of the
index's performance.  Most stocks were correcting well before the decline in the
major market indices began.

A GOOD PLACE TO WORK  AND INVEST

     Still,  as the chart on page 4  illustrates,  U.S. stock returns since 1990
have been unusually robust,  even with the recession of 1990-1991 and the recent
market  decline.  The S&P 500's  average  annual return from January 1, 1990, to
October 31, 1998, was 16.67%,  well above its historical average of roughly 11%.
Midsize and smaller stocks posted respectable gains during the same period.


[right margin]

"...the  U.S.  is a pretty good place to be. We have a sound  economy,  a stable
government,  a generally  reasonable  regulatory  environment and a culture that
values creativity and entrepreneurialism."

MARKET RETURNS
FOR THE YEAR ENDED OCTOBER 31, 1998
S&P 500                      21.96%
S&P MIDCAP 400                6.71%
RUSSELL 2000                -11.84%

Source: Lipper Analytical Services, Inc.

These   indices    represent   the   performance   of   large-,    medium-   and
small-capitalization stocks.


[line chart - data below]

MARKET PERFORMANCE (GROWTH OF $1.00)
FOR THE YEAR ENDED OCTOBER 31, 1998

                    S&P 500          S&P Mid-Cap 400          Russell 2000
10/31/97             $1.00                $1.00                   $1.00
11/30/97             $1.05                $1.01                   $0.99
12/31/97             $1.06                $1.05                   $1.01
1/31/98              $1.08                $1.03                   $0.99
2/28/98              $1.15                $1.12                   $1.07
3/31/98              $1.21                $1.17                   $1.11
4/30/98              $1.23                $1.19                   $1.12
5/31/98              $1.20                $1.14                   $1.06
6/30/98              $1.25                $1.15                   $1.06
7/31/98              $1.24                $1.10                   $0.97
8/31/98              $1.06                $0.90                   $0.79
9/30/98              $1.13                $0.98                   $0.85
10/31/98             $1.22                $1.07                   $0.88

Value on 10/31/98
S&P 500             $1.22
S&P MidCap 400      $1.07
Russell 2000        $0.88


                                                 www.americancentury.com      3


Market Perspective from Robert C. Puff, Jr.
- --------------------------------------------------------------------------------
                                                                    (Continued)

     The fact is,  the  United  States is a pretty  good  place to be. We have a
sound  economy,  a  stable  government,   a  generally   reasonable   regulatory
environment,  and a culture that values creativity and  entrepreneurialism.  The
recent national  elections  suggest that our political  attitudes remain solidly
practical and centrist. Our corporate sector is strong and relatively lean. Many
businesses   have   streamlined   operations  and  enhanced   productivity   via
increasingly powerful--and less expensive--technology.  Response time to changes
in economic  activity and product  demand is quite low.  Economist  Adam Smith's
"invisible hand" continues to be active in getting  businesses to prune,  manage
costs and move  toward  greater  efficiencies.  Overall,  it is a rich,  dynamic
process.

     The Federal  Reserve has done a good job, too. It has kept  interest  rates
stable,  but has been  reasonable  and flexible in its approach,  lowering rates
three  times this fall (its first such move since  1995) to help  stimulate  the
economy.

A DIFFERENT PHASE OF GROWTH

     We are  probably now in a different,  more  moderate  phase of the economic
cycle.  There  is,  quite  frankly,   too  much  of  almost   everything--except
understanding.  As an example, the global production capacity for automobiles is
estimated to be roughly 28-29 million per year, or about 50% higher than demand.
Much the same is true for other key  commodities,  including  basic  foodstuffs,
steel,  petrochemicals  and energy.  Overcapacity  and global  competition  have
eliminated pricing flexibility from the marketplace, and have contributed to the
lowest  inflation  in more  than 30  years.  Lower  interest  rates may help the
situation,  but I doubt  they will have much  impact on demand,  at least  right
away. Lowering rates at this stage is, in effect, like pushing on a string. Many
consumers already have all they need; lower rates won't necessarily  induce them
to buy more.

     At some  point,  of  course,  overcapacity  will  dissipate  as many of the
world's economies begin to grow again. There are already signs, for example,  of
a more responsible  approach to the Japanese banking and economic crises. But in
the current  environment,  deflation remains a threat, and  countries--including
our  own--may  be  tempted  to  fall  into  the  trap  of  protectionism.   U.S.
manufacturers  have already  petitioned for tariffs to counteract the dumping of
steel and wheat by foreign producers.  Trade with Asia is largely one-way: Ships
arrive full at our ports but travel  empty on the return  trip.  If growth slows
too much,  business will lose enthusiasm for new ventures,  and the economy will
contract.  That is the worst-case scenario,  but, in my view, it is not the most
likely.

MID-CAP STOCKS: GROWTH IS INEXPENSIVE

     We have been in a relatively  narrow market for the last few years.  Should
the market broaden, and reward stocks for their earnings strength and not simply
for their size, we believe the earnings acceleration discipline will do well. By
a number of measures,  including  price-earnings  ratios,  growth in the midsize
sector is as inexpensive as it has been in decades,  with but a few  exceptions.
As always,  marginal  companies will continue to have problems.  However,  those
midsize  firms that have built solid  positions  in their  markets and have deep
enough  pockets  to get past the rough  spots,  could be  today's  bargains  and
tomorrow's winners.


[left margin]

"We have been in a relatively  narrow market for the last few years.  Should the
market broaden, and reward stocks for their earnings strength and not simply for
their size, we believe the earnings acceleration discipline will do well."

[line chart - data below]

MARKET PERFORMANCE (GROWTH OF $1.00)
FROM JANUARY 1, 1990 TO OCTOBER 31, 1998

                    S&P 500         S&P Mid-Cap 400          Russell 2000
1/1/90               $1.00               $1.00                   $1.00
12/31/90             $0.97               $0.95                   $0.81
12/31/91             $1.26               $1.42                   $1.18
12/31/92             $1.36               $1.59                   $1.39
12/31/93             $1.50               $1.82                   $1.66
12/31/94             $1.52               $1.75                   $1.63
12/31/95             $2.08               $2.29                   $2.09
12/31/96             $2.56               $2.73                   $2.43
12/31/97             $3.41               $3.61                   $2.98
10/31/98             $3.91               $3.66                   $2.59

Value on 10/31/98
S&P 500             $3.91
S&P MidCap 400      $3.66
Russell 2000        $2.59

Source: Lipper Analytical Services, Inc.


4      1-800-345-2021


Ultra--Performance
- --------------------------------------------------------------------------------

<TABLE>
TOTAL RETURNS AS OF OCTOBER 31, 1998

                      INVESTOR CLASS(INCEPTION 11/2/81)   ADVISOR CLASS(INCEPTION 10/2/96)   INSTITUTIONAL CLASS(INCEPTION 11/14/96)
                            ULTRA        S&P 500               ULTRA        S&P 500                  ULTRA        S&P 500
<S>                         <C>            <C>                 <C>            <C>                    <C>          <C> 
6 MONTHS*                  -3.27%         -0.42%              -3.40%         -0.42%                 -3.17%
- -0.42%
1 YEAR                     17.61%         21.96%              17.36%         21.96%                 17.85%
21.96%
- ---------------------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL RETURNS
3 YEARS                    16.06%         25.98%                --            --                      --             --
5 YEARS                    15.93%         21.25%                --            --                      --             --
10 YEARS                   22.33%         17.84%                --            --                      --             --
LIFE OF FUND               17.83%         17.53%              17.67%         26.80%                 16.93%         24.83%
</TABLE>

* Returns for periods less than one year are not annualized.

See pages 33, 34 and 35 for  information  about share  classes,  the S&P 500 and
returns.


[mountain chart - data below]

GROWTH OF $10,000 OVER 10 YEARS

Value on 10/31/98
Ultra        $75,019
S&P 500      $51,639

                     Ultra            S&P 500
10/31/88            $10,000           $10,000
10/31/89            $14,038           $12,627
10/31/90            $12,772           $11,677
10/31/91            $25,738           $15,589
10/31/92            $25,622           $17,137
10/31/93            $35,814           $19,689
10/31/94            $35,069           $20,451
10/31/95            $48,006           $25,842
10/31/96            $53,186           $32,052
10/31/97            $63,797           $42,341
10/31/98            $75,019           $51,639

$10,000 investment made 10/31/88

The chart at left shows the growth of a $10,000  investment  in the fund over 10
years, while the chart below shows the fund's year-by-year performance.  The S&P
500 is  provided  for  comparison  in each  chart.  Past  performance  does  not
guarantee future results.  Investment return and principal value will fluctuate,
and  redemption  value may be more or less than  original  cost.  The charts are
based on Investor Class shares only; performance for other classes will vary due
to differences in fee  structures  (see the Total Returns table above).  Ultra's
total  returns  include  operating  expenses  (such  as  transaction  costs  and
management fees) that reduce returns,  while the total returns of the S&P 500 do
not.


[bar chart - data below]

ONE-YEAR RETURNS OVER 10 YEARS (PERIODS ENDING OCTOBER 31)

                  Ultra            S&P 500
10/89            40.37%             26.27%
10/90            -9.02%             -7.52%
10/91           101.51%             33.50%
10/92            -0.45%              9.93%
10/93            39.78%             14.89%
10/94            -2.08%              3.87%
10/95            36.89%             26.36%
10/96            10.79%             24.03%
10/97            19.95%             32.10%
10/98            17.61%             21.96%


                                               www.americancentury.com      5


Ultra--Q&A
- --------------------------------------------------------------------------------

[photo John Sykora, Jim Stowers III and Bruce Wimberly]
John Sykora, Jim Stowers III and Bruce Wimberly, portfolio managers on Ultra

     An  interview  with  Bruce  Wimberly,  John  Sykora  and Jim  Stowers  III,
portfolio managers on the Ultra investment team.

HOW DID THE FUND PERFORM FOR THE YEAR ENDED OCTOBER 31?

     Ultra's  Investor Class shares gained 17.61% for the year,  versus a 21.96%
increase  for  the S&P 500  Index.  That  performance  placed  Ultra  in the top
quartile of 945 growth funds for the 12 months,  according to Lipper  Analytical
Services.*

     Much of the  shortfall  versus the S&P 500 can be traced to a third quarter
filled  with  anxiety  about the  Asian  economic  crisis  and the  outlook  for
corporate  earnings  in the  United  States.  Contending  with  one of the  most
volatile periods for the stock market in recent  memory--including  a single-day
299-point  plunge in the Dow Jones  Industrials--investors  shunned  all but the
very largest companies, which cushioned the S&P 500.

WHICH COMPANIES OR SECTORS CONTRIBUTED TO PERFORMANCE?

     Several investments in cable TV firms boosted Ultra's results. Two industry
leaders that demonstrated  accelerating  earnings and revenues,  Time Warner and
Tele-Communications,  Inc.  (TCI),  were among our largest  holdings.  The cable
industry  continues to display  positive trends.  Subscriber  counts continue to
increase and cash flow is strong.  Cable is also one of few sites in the economy
with genuine pricing power.

     Communications  services  companies  were  also  significant  contributors,
beginning  with  the  fund's  largest  holding,   MCI  WorldCom.   The  nation's
second-largest   long-distance  company,  MCI  WorldCom  is  one  of  the  first
telecommunications  companies  able to provide  business  customers  with local,
long-distance  and Internet data service.  We also raised Ultra's stakes in some
of the regional Bell  operating  companies,  which  benefited  from a continuing
flight to quality,  the growing  market for data traffic,  and strong demand for
"add-on"  services,  such as caller  identification  and second  phone lines for
home-based Internet users.

     America Online was Ultra's top contributor, gaining 230% over the year. The
company has seen  accelerating  growth in membership  (14 million  subscribers),
usage and advertising revenues. Given the current outlook for declining personal
computer prices, we expect demand to continue.  More than 45% of U.S. households
own at least one  personal  computer,  and that  figure is expected to reach 70%
within the next three years.

     Ultra's  second-best  performing  stock  was  EMC  Corporation.  EMC is the
leading provider of storage-related hardware,  software and service products for
open systems. Its proprietary, high-end products are in great demand by



*Lipper  rankings are based on average annual total returns.  For the three-year
 period ending October 31, 1998,  Ultra ranked 405 out of 578 growth funds.  For
 the  five-year  period  ending on the same  date,  Ultra  ranked 202 out of 362
 growth funds. Past performance is no guarantee of future results.


[left margin]

"America  Online was Ultra's top  contributor,  gaining 230% over the year.  The
company has seen  accelerating  growth in membership  (14 million  subscribers),
usage and advertising revenues."


PORTFOLIO AT A GLANCE
                                                10/31/98          10/31/97
NO. OF COMPANIES                                  193               137
MEDIAN P/E RATIO                                  32.0              24.7
MEDIAN MARKET                                    $17.4             $13.1
   CAPITALIZATION                               BILLION           BILLION
PORTFOLIO TURNOVER                               128%              107%
EXPENSE RATIO (FOR
   INVESTOR CLASS)                              1.00%             1.00%

Investment terms are defined in the Glossary on page 35.


6      1-800-345-2021


Ultra--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

firms that need to store and back up vast  amounts of data.  Financial  services
firms,  defense  companies,  and educational  institutions  are good examples of
companies with high-volume storage requirements.

ULTRA'S SECOND-LARGEST INDUSTRY IS PHARMACEUTICALS,  WHICH YOU INCREASED TO MORE
THAN 15% OF THE PORTFOLIO. WHY IS THIS INDUSTRY ATTRACTIVE?

     This industry group was one of the portfolio's top contributors  during the
year. We found  accelerating  growth in household  names like Pfizer,  Merck and
Bristol-Myers  Squibb. The flow of new products continues to be strong,  pricing
remains stable,  and sales have been largely immune to slowing  economic growth,
here and abroad.  Pfizer makes the very  successful  drug  Viagra,  which treats
impotence.  Viagra is just being  released in Europe.  Our  approach  centers on
owning companies  displaying  accelerating  growth in earnings and revenues.  We
also look for  evidence  that they can  sustain  their  growth  moving  forward.
Pharmaceuticals are a high-confidence area for us.

WHICH STOCKS OR SECTORS HURT  PERFORMANCE?

     We sold  Ultra's  entire  stake in Cendant  Corp.  As we  discussed  in the
semiannual report,  the shares of this franchising  business (Cendant owns names
like Ramada Inn, Howard Johnson's, and Coldwell Banker) fell significantly after
the company discovered accounting  irregularities in some of its businesses.  We
initially  maintained our position,  but when a fresh round of financial  damage
emerged, we eliminated the holding entirely.

     Another  holding we closed out was Sears Roebuck & Co. Problems with Sears'
credit-card operation, which we discussed in our last report, were compounded by
decreasing revenues in its basic store business,  the result of competition from
discount retailers such as Wal-Mart, one of Ultra's best contributors.

WHAT CHANGES HAVE YOU MADE TO THE PORTFOLIO SINCE THE SEMIANNUAL REPORT?

     We reduced our  holdings in more  cyclically  oriented  industries  such as
semiconductors,  autos and retailers.  In the case of semiconductors,  a general
decline in technology  prices,  oversupply and slowing demand from Asia have led
to  lower  demand  for  microchips.  In  our  hunt  for  companies  experiencing
accelerating growth, we intend to focus our attention on market leaders that can
weather  short-term  changes  in  demand.  We  want a clear  picture  of how the
economic situation in Asia might affect a firm's ability to sustain its growth.

     We also reduced  financials--firms  such as Chase Manhattan,  CitiGroup and
BankAmerica--amid  concerns about their exposure to the economic turmoil in Asia
and  Russia.  We placed  that money in  financial  firms  with more  predictable
earnings  acceleration,  including Fannie Mae and the Federal Home Loan Mortgage
Corp.

     A financial services company we are optimistic about,  however, is American
International  Group.  AIG is the  acknowledged  world leader in virtually every
type of insurance product.  Despite weaker results in Southeast Asia, we believe
AIG will  emerge  from  the  slowdown  with  greater  market  share  and  larger
opportunities  for growth.  The company has announced  plans to acquire  another
industry  leader,  SunAmerica,  a top-drawer  provider of  retirement  services,
notably variable annuity products.


[right margin]

TOP TEN HOLDINGS
                                    % OF FUND INVESTMENTS
                                   AS OF              AS OF
                                 10/31/98            4/30/98

MCI WORLDCOM, INC.(1)              4.5%               2.2%(2)

MICROSOFT CORP.                    4.3%               2.3%

AMERICAN
     INTERNATIONAL
     GROUP, INC.                   3.5%               1.7%

GENERAL ELECTRIC
     CO. (U.S.)                    3.5%               3.1%

TIME WARNER INC.                   3.4%               2.4%

TELE-COMMUNICATIONS,
     INC. CL A                     3.1%               2.2%

PFIZER, INC.                       3.0%               1.4%

MERCK & CO., INC.                  2.6%               0.9%

WASTE
     MANAGEMENT, INC.              2.4%               0.7%

FANNIE MAE                         2.3%               0.6%


(1)  WorldCom,  Inc. acquired MCI Communications on 9/15/98.  Surviving name was
     MCI WorldCom, Inc.

(2)  Represents WorldCom, Inc. shares owned by the fund.


TOP FIVE INDUSTRIES
                                    % OF FUND INVESTMENTS
                                   AS OF              AS OF
                                 10/31/98            4/30/98

COMMUNICATIONS
     SERVICES                     18.0%              13.7%

PHARMACEUTICALS                   15.4%               6.1%

COMPUTER SOFTWARE
     & SERVICES                    6.5%               8.3%

DIVERSIFIED
     COMPANIES                     6.0%               6.6%

INSURANCE                          5.6%               4.2%


                                               www.americancentury.com      7


Ultra--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

WHAT'S YOUR STRATEGY AND OUTLOOK FOR ULTRA GOING FORWARD?

     Our  mantra  for Ultra  and our other  aggressive  stock  funds is,  "Money
follows  earnings."  While nearly anything can influence a company's share price
over the short term, it's our view that over time it all comes down to earnings.
We believe  this so  fervently  that we hunt for  companies  whose  earnings are
growing at an accelerating  rate, and have spent nearly 30 years  developing and
enhancing our proprietary database that seeks them out.

     Many observers are forecasting a slowdown in corporate  earnings in 1999 as
a result of the  problems  plaguing  Japan,  Southeast  Asia,  Russia  and Latin
America.  Our job in such a climate  remains the same:  Finding  companies  with
sustainable  growth,  pricing power,  rising margins,  leading market share, and
quality  management  teams.  Over the long haul,  we  believe  that all of us as
shareholders will be rewarded by this strategy.


[left margin]

"While  nearly  anything  can  influence a company's  share price over the short
term, it's our view that over time it all comes down to earnings."


[pie charts]
TYPES OF INVESTMENTS IN THE PORTFOLIO

AS OF OCTOBER 31, 1998
Foreign & U.S. Preferred Stock    1.0%
Foreign Stocks                    1.6%
Temporary Cash Investments        3.3%
U.S. Stocks                      94.1%

AS OF APRIL 30, 1998
Temporary Cash Investments        0.6%
Foreign & U.S. Preferred Stock    1.1%
Foreign Stocks                    3.3%
U.S. Stocks                      95.0%


8      1-800-345-2021



Ultra--Schedule of Investments
- --------------------------------------------------------------------------------

OCTOBER 31, 1998

Shares                     ($ in Thousands)                          Value
- --------------------------------------------------------------------------------

COMMON STOCKS-95.7%

AEROSPACE & DEFENSE--1.0%
                   20,000  AlliedSignal Inc.                      $        779
                   40,000  Boeing Co.                                    1,500
                   15,000  General Dynamics Corp.                          888
                  850,000  Lockheed Martin Corp.                        94,669
                1,633,000  Textron Inc.                                121,454
                  450,000  United Technologies Corp.                    42,863
                                                                ---------------
                                                                       262,153
                                                                ---------------

AIRLINES(1)
                   10,000  AMR Corp.(2)                                    670
                    5,000  Delta Air Lines Inc.                            528
                   40,000  Southwest Airlines Co.                          848
                                                                ---------------
                                                                         2,046
                                                                ---------------

AUTOMOBILES & AUTO PARTS--0.2%
                1,375,000  General Motors Corp. Cl H                    52,594
                   15,000  TRW Inc.                                        854
                                                                ---------------
                                                                        53,448
                                                                ---------------

BANKING--2.2%
                9,350,000  Bank of New York Co., Inc. (The)            295,109
                   20,000  BB & T Corp.                                    714
                   32,000  Fifth Third Bancorp                           2,121
                   40,000  First Union Corp.                             2,320
                   15,000  Firstar Corp.                                   851
                  705,000  Mellon Bank Corp.                            42,388
                   15,000  PNC Bank Corp.                                  750
                    7,000  Providian Financial Corp.                       556
                   15,000  Star Banc Corp.                               1,134
                2,175,000  U.S. Bancorp                                 79,388
                   20,000  Wachovia Corp.                                1,818
                   20,000  Washington Mutual, Inc.                         748
                4,003,000  Norwest Corp.                               149,860
                                                                ---------------
                                                                       577,757
                                                                ---------------

BIOTECHNOLOGY(1)
                   40,000  Amgen Inc.(2)                                 3,144
                                                                ---------------

BROADCASTING & MEDIA--3.4%
                   10,000  Cablevision Systems Corp. Cl A(2)               483
                   40,000  CBS Corporation                               1,118
                   25,000  Clear Channel
                              Communications, Inc.(2)                    1,139
                9,453,600  Time Warner Inc.                            877,412
                                                                ---------------
                                                                       880,152
                                                                ---------------

BUILDING & HOME IMPROVEMENTS--0.1%

                  935,000  Masco Corp.                                  26,355
                                                                ---------------

Shares                     ($ in Thousands)                          Value
- -------------------------------------------------------------------------------

BUSINESS SERVICES & SUPPLIES(1)
                   10,000  Interpublic Group of Companies, Inc.   $        585
                   15,000  Omnicom Group Inc.                              742
                   20,000  Paychex, Inc.                                   994
                                                                ---------------
                                                                         2,321
                                                                ---------------

COMMUNICATIONS EQUIPMENT--1.7%
                   20,000  Ascend Communications, Inc.(2)                  964
                   15,000  Corning Inc.                                    545
                  700,000  Loral Space &
                              Communications Ltd.(2)                    13,256
                1,025,000  Lucent Technologies Inc.                     82,192
                1,240,000  Motorola, Inc.                               64,480
                   15,000  Tellabs, Inc.(2)                                825
                6,720,000  MediaOne Group, Inc.(2)                     284,340
                                                                ---------------
                                                                       446,602
                                                                ---------------

COMMUNICATIONS SERVICES--18.0%
                6,466,000  AirTouch Communications, Inc.(2)            362,096
                   10,000  ALLTEL Corp.                                    468
                2,410,800  Ameritech Corp.                             130,033
                  125,000  AT&T Corp.                                    7,781
                2,550,000  Bell Atlantic Corp.                         135,469
                3,417,900  BellSouth Corp.                             272,791
                8,050,000  Comcast Corp. Cl A                          397,720
                1,825,000  GTE Corp.                                   107,105
                6,995,200  Liberty Media Group Cl A(2)                 266,036
               21,200,374  MCI WorldCom, Inc.(2)                     1,171,971
                  818,100  Qwest Communications
                              International Inc.(2)                     32,034
               10,325,000  SBC Communications Inc.                     478,177
                1,425,000  Sprint Corp.                                109,369
               12,225,000  TCI Communications, Inc. Cl A(2)            227,309
               19,192,700  Tele-Communications, Inc. Cl A(2)           807,293
                1,310,000  U S WEST Communications Group                75,161
                   69,800  Vodafone Group plc ADR                        9,397
                3,527,000  Vodafone Group plc ORD                       47,228
                                                                ---------------
                                                                     4,637,438
                                                                ---------------

COMPUTER PERIPHERALS--2.9%
                   60,000  3Com Corp.(2)                                 2,166
                4,077,000  Cisco Systems Inc.(2)                       257,233
                7,715,000  EMC Corp. (Mass.)(2)                        496,653
                   15,000  Seagate Technology, Inc.(2)                     396
                                                                ---------------
                                                                       756,448
                                                                ---------------

See Notes to Financial Statements


                                               www.americancentury.com     9


Ultra--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)

OCTOBER 31, 1998

Shares                     ($ in Thousands)                          Value
- --------------------------------------------------------------------------------

COMPUTER SOFTWARE & SERVICES--6.5%

                3,598,600  America Online Inc.(3)                $     457,247
                   20,000  Automatic Data Processing, Inc.               1,556
                   20,000  BMC Software, Inc.(2)(3)                        961
                1,737,600  Compuware Corp.(2)                           94,102
                   30,000  HBO & Co.                                       787
                   10,000  IMS Health Inc.                                 665
               10,564,800  Microsoft Corp.(2)                        1,118,877
                   55,000  Oracle Systems Corp.(2)                       1,626
                   25,000  Unisys Corp.(2)                                 666
                                                                ---------------
                                                                     1,676,487
                                                                ---------------

COMPUTER SYSTEMS--2.6%
                   90,000  Compaq Computer Corp.                         2,846
                3,910,000  Dell Computer Corp.(2)                      256,227
                   15,000  Gateway 2000, Inc.(2)                           837
                2,715,000  International Business
                              Machines Corp.                           403,008
                   70,000  Sun Microsystems, Inc.(2)(3)                  4,073
                                                                ---------------
                                                                       666,991
                                                                ---------------

CONSUMER PRODUCTS--3.2%
                   15,000  Avon Products, Inc.                             595
                1,169,000  Colgate-Palmolive Co.                       103,310
                3,834,000  Gillette Company                            172,290
                1,910,000  Mattel, Inc.                                 68,521
                5,365,000  Procter & Gamble Co. (The)                  476,814
                                                                ---------------
                                                                       821,530
                                                                ---------------

DIVERSIFIED COMPANIES--6.0%
               10,182,500  General Electric Co. (U.S.)                 890,969
                  715,000  Honeywell Inc.                               57,111
                1,150,000  Minnesota Mining &
                              Manufacturing Co.                         92,000
                4,456,800  Tyco International Ltd.                     276,043
                3,120,000  Unilever N.V.                               234,780
                                                                ---------------
                                                                     1,550,903
                                                                ---------------

ELECTRICAL & ELECTRONIC
COMPONENTS--0.5%
                1,450,000  Intel Corp.                                 129,367
                   30,000  Micron Technology, Inc.(2)                    1,140
                   15,000  Solectron Corp.(2)                              859
                                                                ---------------
                                                                       131,366
                                                                ---------------

ENERGY (PRODUCTION & MARKETING)--3.9%
                1,875,000  Chevron Corp.                               152,813
                5,328,000  Enron Corp.                                 281,052
                4,576,000  Exxon Corp.                                 326,040
                1,000,000  Mobil Corp.                                  75,688
                2,218,500  Royal Dutch Petroleum Co.                   109,261
                1,000,000  Texaco Inc.                                  59,313
                                                                ---------------
                                                                     1,004,167
                                                                ---------------

Shares                     ($ in Thousands)                          Value
- -------------------------------------------------------------------------------

ENVIRONMENTAL SERVICES--2.4%
               13,591,422  Waste Management, Inc.                $     613,313
                                                                ---------------

FINANCIAL SERVICES--5.1%
                1,034,200  American Express Co.                         91,397
                  273,916  Associates First Capital Corp.               19,311
                8,401,400  Fannie Mae                                  594,924
                7,150,500  Federal Home Loan
                              Mortgage Corporation                     411,154
                  600,000  Franklin Resources, Inc.                     22,688
                   60,000  MBNA Corp.                                    1,369
                  275,000  Merrill Lynch & Co., Inc.                    16,294
                  200,000  Morgan Stanley Dean Witter,
                              Discover & Co.                            12,950
                  796,400  Price (T. Rowe) Associates, Inc.             28,322
                   50,000  Schwab (Charles) Corp.                        2,397
                8,915,000  Skandia Forsakrings AB ORD                  113,807
                                                                ---------------
                                                                     1,314,613
                                                                ---------------

FOOD & BEVERAGE--2.8%
                   15,000  Anheuser-Busch Companies, Inc.                  892
                4,976,700  Coca-Cola Company (The)                     336,549
                4,050,000  Coca-Cola Enterprises, Inc.                 146,053
                1,680,000  ConAgra, Inc.                                51,135
                   30,000  Heinz (H.J.) Co.                              1,744
                  600,000  Hershey Foods Corp.                          40,688
                1,850,000  PepsiCo, Inc.                                62,438
                1,570,000  Sara Lee Corp.                               93,709
                                                                ---------------
                                                                       733,208
                                                                ---------------

HEALTHCARE(1)
                   30,000  Baxter International, Inc.                    1,798
                    8,000  Cardinal Health, Inc.                           757
                                                                ---------------
                                                                         2,555
                                                                ---------------

INDUSTRIAL EQUIPMENT & MACHINERY(1)
                   20,000  Ingersoll-Rand Co.                            1,010
                                                                ---------------

INSURANCE--5.6%
                   15,000  AFLAC Inc.                                      572
                5,700,000  Allstate Corp.                              245,456
               10,550,400  American International Group, Inc.          899,422
                   10,000  Aon Corp.                                       620
                   25,000  Conseco Inc.                                    867
                  955,000  General Re Corp.                            209,802
                   15,000  Hartford Financial Services
                              Group Inc. (The)                             797
                1,035,000  SunAmerica, Inc.                             72,968
                                                                ---------------
                                                                     1,430,504
                                                                ---------------

LEISURE--1.7%
                1,450,000  Eastman Kodak Co.                           112,375
                   98,000  Viacom, Inc. Cl A(2)                          5,819
                5,119,000  Viacom, Inc. Cl B(2)                        306,500
                                                                ---------------
                                                                       424,694
                                                                ---------------

                        See Notes to Financial Statements


10      1-800-345-2021



Ultra--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)

OCTOBER 31, 1998

Shares                     ($ in Thousands)                          Value
- --------------------------------------------------------------------------------

MEDICAL EQUIPMENT & SUPPLIES--3.2%
                5,863,400  Becton, Dickinson and Co.             $     246,996
                1,285,000  Guidant Corp.                                98,303
                7,506,700  Medtronic, Inc.                             487,936
                                                                ---------------
                                                                       833,235
                                                                ---------------

OFFICE EQUIPMENT & SUPPLIES--0.2%
                   25,000  Pitney Bowes Inc.                             1,377
                  430,000  Xerox Corp.                                  41,656
                                                                ---------------
                                                                        43,033
                                                                ---------------

PAPER & FOREST PRODUCTS(1)
                   20,000  Weyerhaeuser Co.                                936
                                                                ---------------

PERSONAL SERVICES--0.4%
                2,338,000  Block (H & R), Inc.                         104,772
                                                                ---------------

PHARMACEUTICALS--15.4%
                  125,000  Abbott Laboratories                           5,867
                3,378,300  American Home Products Corp.                164,692
                4,415,900  Bristol-Myers Squibb Co.                    488,233
                2,584,300  Elan Corp., plc ADR(2)                      181,063
                   10,000  Genentech, Inc.(2)                              716
                5,650,000  Johnson & Johnson                           460,475
                4,662,000  Lilly (Eli) & Co.                           377,331
                   20,000  McKesson Corp.                                1,540
                4,907,900  Merck & Co., Inc.                           663,793
                7,180,500  Pfizer, Inc.                                770,557
                1,050,000  Pharmacia & Upjohn Inc.                      55,584
                3,679,200  Schering-Plough Corp.                       378,498
                5,519,900  Warner-Lambert Co.                          432,622
                                                               ----------------
                                                                     3,980,971
                                                               ----------------

PRINTING & PUBLISHING--0.3%
                  375,000  New York Times Co. (The) Cl A                10,594
                1,950,000  News Corp. Ltd. (The) ADR                    53,259
                   15,000  Tribune Co.                                     864
                                                                ---------------
                                                                        64,717
                                                                ---------------

RAILROAD(1)
                   20,000  Union Pacific Corp.                             953
                                                                ---------------

RESTAURANTS--0.5%
                1,775,000  McDonald's Corp.                            118,703
                                                                ---------------

RETAIL (FOOD & DRUG)--0.8%
                   15,000  Albertson's, Inc.                               833
                   20,000  American Stores Co.                             651
                   40,000  CVS Corp.                                     1,828
                   30,000  Kroger Co. (The)(2)                           1,665
                   35,000  Rite Aid Corp.                                1,389
                3,315,000  Safeway Inc.(2)                             158,498
                   40,000  SYSCO Corp.                                   1,078
                  950,000  Walgreen Co.                                 46,253
                                                                ---------------
                                                                       212,195
                                                                ---------------

Shares                     ($ in Thousands)                          Value
- -------------------------------------------------------------------------------

RETAIL (GENERAL MERCHANDISE)--2.4%
                1,839,000  Costco Companies, Inc.(2)             $     104,421
                  354,500  Dayton Hudson Corp.                          15,022
                   10,000  Kohl's Corp.(2)                                 478
                   10,000  May Department Stores Co. (The)                 610
                7,064,300  Wal-Mart Stores, Inc.                       487,437
                                                                ---------------
                                                                       607,968
                                                                ---------------

RETAIL (SPECIALTY)--0.8%
                4,946,000  Home Depot, Inc.                            215,151
                   15,000  Lowe's Companies, Inc.                          505
                                                                ---------------
                                                                       215,656
                                                                ---------------

TOBACCO--1.6%
                8,175,000  Philip Morris Companies Inc.                417,947
                                                                ---------------

UTILITIES--0.3%
                   10,000  AES Corp. (The)(2)                              409
                   10,000  American Electric Power Co., Inc.               489
                   10,000  Carolina Power & Light Co.                      459
                   15,000  Dominion Resources, Inc. (Va.)                  693
                  928,000  Duke Power Co.                               60,030
                   10,000  Entergy Corp.                                   288
                   20,000  PECO Energy Co.                                 774
                   10,000  PG&E Corp.                                      304
                                                                ---------------
                                                                        63,446
                                                                ---------------

TOTAL COMMON STOCKS                                                 24,683,737
                                                                ---------------
   (Cost $18,556,247)

PREFERRED STOCKS-1.0%

PRINTING & PUBLISHING
               11,102,000  News Corp. Ltd. ADR                         268,530
                                                                ---------------
   (Cost $216,841)

See Notes to Financial Statements


                                                     www.americancentury.com  11


Ultra--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)

OCTOBER 31, 1998

Principal Amount           ($ in Thousands)                         Value
- --------------------------------------------------------------------------------

TEMPORARY CASH INVESTMENTS(4)-3.3%

                 $ 70,000  FHLB Discount Notes,
                              5.12%, 11/6/98                    $       69,962

                   30,000  FHLB Discount Notes,
                              4.77%, 11/19/98                           29,932

                   50,000  FHLB Discount Notes,
                              4.77%, 12/4/98                            49,783

                   18,900  FHLMC Discount Notes,
                              5.42%, 11/2/98                            18,900

                   15,000  FHLMC Discount Notes,
                              5.14%, 11/4/98                            14,996

                   50,000  FHLMC Discount Notes,
                              5.14%, 11/9/98                            49,953

                  139,003  FHLMC Discount Notes,
                              5.13%-5.16%, 11/12/98                    138,814

                  155,295  FHLMC Discount Notes,
                              5.14%, 11/13/98                          155,062

                   50,000  FHLMC Discount Notes,
                              5.06%, 11/18/98                           49,893

                   50,000  FHLMC Discount Notes,
                              5.07%, 11/30/98                           49,810

                   50,000  FHLMC Discount Notes,
                              5.04%, 12/8/98                            49,755

                   50,000  FHLMC Discount Notes,
                              4.77%, 12/18/98                           49,687

                   75,000  FNMA Discount Notes,
                              5.14%, 11/10/98                           74,920


Principal Amount           ($ in Thousands)                         Value
- -------------------------------------------------------------------------------

                 $ 50,000  FNMA Discount Notes,
                              5.11%, 11/23/98                     $     49,859
                                                                ---------------

TOTAL TEMPORARY CASH INVESTMENTS                                       851,326
                                                                ---------------
   (Cost $851,161)

TOTAL INVESTMENT SECURITIES--100.0%                                $25,803,593
                                                                ===============
   (Cost $19,624,249)

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

                               ($ in Thousands)
       Contracts           Settlement                            Unrealized
        to Sell               Date               Value           Gain/(Loss)
- -------------------------------------------------------------------------------

    317,234,286  NLG        11/30/98           $170,028           $   95
    450,207,500  SEK        11/30/98             57,813             (110)
                                           ---------------    ------------------
                                               $227,841           $  (15)
                                           ===============    =================
(Value on Settlement Date $227,826)


FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS are used by the portfolio management
team in an effort to protect  foreign  investments  against  declines in foreign
currencies.  This is also known as hedging.  The contracts are called  "forward"
because they allow your fund to exchange a foreign  currency for U.S. dollars at
a date in the  future--and  at a price (known as the exchange  rate) agreed upon
when the contract is initially entered into.

NOTES TO SCHEDULE OF INVESTMENTS

ADR = American Depositary Receipt
NLG = Netherlands Guilder 
FHLB = Federal Home Loan Bank 
ORD = Foreign Ordinary Share 
FHLMC = Federal Home Loan Mortgage Corporation 
SEK = Swedish Krona 
FNMA = Federal National Mortgage Association

(1)  Industry is less than 0.05% of total investment securities.

(2)  Non-income producing.

(3)  Affiliated  Company:  represents  ownership  of at least  5% of the  voting
     securities of the issuer and is, therefore,  an affiliate as defined in the
     Investment  Company  Act  of  1940.  (See  Note  5 in  Notes  to  Financial
     Statements for a summary of transactions for each issuer which is or was an
     affiliate at or during the year ended October 31, 1998.)

(4)  The rate disclosed is the yield to maturity at purchase.

- -------------------------------------------------------------------------------
UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  shows  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:

* a list of each investment
* the number of shares of each stock
* the market value of each investment
* the percentage of total investments in each industry, as applicable
* the percent and dollar breakdown of each investment category

                                               See Notes to Financial Statements


12      1-800-345-2021


Vista--Performance
- --------------------------------------------------------------------------------

<TABLE>
TOTAL RETURNS AS OF OCTOBER 31, 1998

                     INVESTOR CLASS(INCEPTION 11/25/83)   ADVISOR CLASS(INCEPTION 10/2/96)   INSTITUTIONAL CLASS(INCEPTION 11/14/96)
                                       RUSSELL 2500                       RUSSELL 2500                           RUSSELL 2500
                          VISTA           GROWTH              VISTA          GROWTH                 VISTA           GROWTH
<S>                      <C>               <C>             <C>                 <C>            <C>                    <C> 
6 MONTHS(1)              -31.64%         -21.72%             -31.68%        -21.72%                -31.52%         -21.72%
1 YEAR                   -31.94%         -13.85%             -32.08%        -13.85%                -31.72%         -13.85%
- ---------------------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL RETURNS
3 YEARS                   -9.96%           6.94%                --             --                     --              --
5 YEARS                    1.86%           8.99%                --             --                     --              --
10 YEARS                  10.07%          11.99%                --             --                     --              --
LIFE OF FUND               9.16%           N/A(2)            -19.83%          0.81%(3)             -17.63%         0.65%(4)
</TABLE>

(1)  Returns for periods less than one year are not annualized.

(2)  Benchmark began 1/1/86.

(3)  Return from 9/30/96,  the date nearest the class's inception for which data
     are available.

(4)  Return from 11/30/96, the date nearest the class's inception for which data
     are available.

See pages 33, 34 and 35 for  information  about share classes,  the Russell 2500
Growth Index and returns.


[mountain chart - data below]

GROWTH OF $10,000 OVER 10 YEARS

Value on 10/31/98
Vista                   $26,099
Russell 2500 Growth     $31,034

                     Vista            Russell 2500 Growth
10/31/88            $10,000                 $10,000
10/31/89            $14,819                 $12,298
10/31/90            $11,532                  $9,513
10/31/91            $19,337                 $15,918
10/31/92            $20,219                 $16,275
10/31/93            $23,802                 $20,177
10/31/94            $24,792                 $20,553
10/31/95            $35,750                 $25,374
10/31/96            $38,238                 $29,564
10/31/97            $38,349                 $36,023
10/31/98            $26,099                 $31,034

$10,000 investment made 10/31/88

The chart at left shows the growth of a $10,000  investment  in the fund over 10
years,  while the chart below  shows the fund's  year-by-year  performance.  The
Russell  2500  Growth  Index is provided  for  comparison  in each  chart.  Past
performance does not guarantee future results.  Investment  return and principal
value will  fluctuate,  and  redemption  value may be more or less than original
cost.  These charts are based on Investor  Class shares  only;  performance  for
other  classes will vary due to  differences  in fee  structures  (see the Total
Returns table above).  Vista's total returns include operating expenses (such as
transaction  costs and  management  fees) that reduce  returns,  while the total
returns of the Russell 2500 Growth Index do not.


[bar chart - data below]

ONE-YEAR RETURNS OVER 10 YEARS (PERIODS ENDING OCTOBER 31)

                  Vista            Russell 2500 Growth Index
10/89            48.19%                      22.98%
10/90           -22.17%                     -22.65%
10/91            67.67%                      67.34%
10/92             4.55%                       2.24%
10/93            17.72%                      23.98%
10/94             4.16%                       1.86%
10/95            44.20%                      23.46%
10/96             6.96%                      16.51%
10/97             0.29%                      21.85%
10/98           -31.94%                     -13.85%


                                                     www.americancentury.com  13


Vista--Q&A
- --------------------------------------------------------------------------------

[photo Arnie Douville and Glenn Fogle]
Arnie Douville and Glenn Fogle, portfolio managers on Vista

     An interview with Glenn Fogle and Arnie Douville, portfolio managers on the
Twentieth Century Vista investment team.

HOW DID VISTA PERFORM DURING THE FISCAL YEAR ENDED OCT. 31?

     Vista's  Investor  Class shares  finished the fiscal year ended October 31,
1998, down 31.94%,  compared with the fund's benchmark,  the Russell 2500 Growth
Index, which was down 13.85%. The year included one of the most volatile periods
on record  for global  equity  markets,  during  which the U.S.  market  clearly
favored larger growth-oriented  companies over the medium-sized firms that Vista
targets.

     We spent the year working  diligently to improve  Vista's  performance.  We
recognize that our investors have not been well-served during the last two years
or so. Vista has not lived up to the high  standards  expected of us and that we
expect  of  ourselves.  Getting  Vista  back on  track  has  taken  longer  than
anticipated,  but  during  the  past  year  we have  taken  important  steps  to
strengthen the investment management process.

     First, we have expanded and  strengthened  the Vista management team. Three
of the four members were not with the team one year ago. Every member is focused
on  the  American  Century   investment   process  of  finding   companies  with
accelerating earnings and revenues.

     We  indicated   six  months  ago  that  one  of  our  goals  was  increased
diversification  with exposure to a broader group of industries and sectors. The
portfolio  has been expanded to include a larger number of stocks from a broader
range of industries. The number of stocks in the fund has been increased to more
than 80 from 59 a year ago. Our goal is for the portfolio to contain  between 80
and 90  stocks.  The  portfolio  is now much more  diversified  by sector and by
industry groups to reduce volatility without sacrificing  performance potential.
Even though Vista is more  diversified,  we continue our policy of concentrating
on the top names. About 25% of assets are invested in the 10 largest positions.

     During the past six months one of our most important objectives has been to
purchase companies earlier in their earnings  acceleration  cycle. Buying stocks
before their potential has become widely recognized by the market should help us
capture more of their price gains. In the past two years,  Vista has been slower
on occasion  to buy  companies  showing  the first  signs of faster  growth and,
consequently, has not received the full benefit of their price appreciation.

     The Vista team also has implemented new information  systems to help screen
the  universe of viable stock names for these early  growth  opportunities.  Our
technology tools now are better suited and more efficient in helping to identify
stocks with the correct mix of fundamental and technical factors.

     Finally,  as the  Stowerses  indicated in their  message on page 1, CEO Jim
Stowers III is working closely with the Vista team to ensure that our long-held,


[left margin]

"Getting Vista back on track has taken longer than  anticipated,  but during the
past year we have taken important steps to strengthen the investment  management
process."

PORTFOLIO AT A GLANCE
                                10/31/98          10/31/97
NO. OF COMPANIES                  83                59
MEDIAN P/E RATIO                 28.4              32.1
MEDIAN MARKET                    $3.24             $1.86
   CAPITALIZATION               BILLION           BILLION
PORTFOLIO TURNOVER               229%               96%
EXPENSE RATIO (FOR
   INVESTOR CLASS)              1.00%             1.00%

Investment terms are defined in the Glossary on page 35.


14      1-800-345-2021


Vista--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

earnings-based investment strategy is applied with consistency and discipline.

     We have been working hard to  strengthen  our core  investment  approach of
finding companies with  accelerating  earnings and revenue growth in the mid-cap
segment of the stock market. We have the pieces in place and the burden is on us
to demonstrate that we can deliver.

WHICH SECTORS OR STOCKS CONTRIBUTED TO VISTA'S RESULTS?

     While good news was difficult to find in the stock market during the second
half of the year, there were some successes.  Vista was  well-represented in the
telecommunications,   broadcasting  and  airline  industries.   All  contributed
positively to performance this year.

     Forest Laboratories, an international pharmaceutical manufacturer,  saw its
stock  price rise  sharply in 1998.  Forest,  one of Vista's  largest  holdings,
launched  Celexa, a successful drug for treating  depression,  during the second
quarter.  Industry experts estimate Celexa sales could reach $500 million within
three years and capture a significant share of the antidepressant drug market.

     Another contributor to Vista's performance was Sunrise Assisted Living, one
of the oldest and  largest  providers  of housing  for seniors who can no longer
live  on  their  own but do not  need  complex  medical  care.  Assisted  living
communities  provide a variety of services,  from help with eating,  bathing and
dressing to programs for residents with Alzheimer's disease. Fundamentals in the
adult health-care  industry are strong, and the retirement market is expected to
expand as the Baby Boom  generation  lives longer and retires  earlier with more
disposable income.

     Sunrise  is an  example  of how our  discipline  helps us focus on the core
growth drivers of a business when other investors are reacting irrationally. The
stock lost nearly one third of its value in May  following  an  earnings  report
that was misunderstood by most investors. We examined the company and liked what
we saw.  The  fundamentals  were  strong,  the  stock's  valuation  seemed  very
attractive,  and earnings were still accelerating.  We stepped in and bought the
stock, which has since moved back up nearly to its previous highs.

WHAT WERE SOME INVESTMENT DECISIONS THAT HURT PERFORMANCE?

     Vista's  investment style and market sector exposure were important factors
in performance.  Most stock market gains in recent years have been  concentrated
in very large  capitalization  growth stocks.  The narrow market  preference for
large-company  stocks has resulted in a lengthy period of  underperformance  for
small- and mid-cap stocks in general.

     Vista's weakest sector allocation was in energy services stocks. From early
1997,  we owned stocks of several  offshore oil drilling and service  companies.
The rates charged per day for offshore drilling rigs were rising rapidly and oil
prices were stable.  But the Asian economic crisis led to reduced demand for oil
in late 1997, and prices began to fall.

     Most  drillers had long-term  contract  commitments  and appeared  somewhat
insulated from short-term oil price weakness.  However,  as oil prices continued
to slide, these companies had to cut day rates as well. When it became


[right margin]

TOP TEN HOLDINGS

                                     % OF FUND INVESTMENTS
                                   AS OF               AS OF
                                 10/31/98             4/30/98

ASCEND COMMUNI-
     CATIONS, INC.                 4.0%                 --

SUNRISE ASSISTED
     LIVING, INC.                  2.7%                 --

FOREST
     LABORATORIES, INC.            2.4%                1.9%

ANN TAYLOR
     STORES CORP.                  2.3%                 --

AMERICAN STORES CO.                2.2%                 --

PROVIDIAN
     FINANCIAL CORP.               2.2%                1.4%

UNIPHASE CORP.                     2.2%                1.9%

PROTEIN DESIGN
     LABS, INC.                    2.1%                1.5%

GENZYME CORP.                      2.0%                 --

MYLAN
     LABORATORIES, INC.            2.0%                 --



TOP FIVE INDUSTRIES
                                     % OF FUND INVESTMENTS
                                   AS OF               AS OF
                                 10/31/98             4/30/98

UTILITIES                          12.5%                --

COMPUTER SOFTWARE
     & SERVICES                     7.1%               14.0%

PHARMACEUTICALS                     6.8%                4.3%

RETAIL (FOOD & DRUG)                6.4%                1.3%

BIOTECHNOLOGY                       5.4%                5.8%


                                                 www.americancentury.com      15


Vista--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

clear that earnings would suffer,  we sold stocks in several energy  exploration
and production  firms  including  Noble  Drilling  Corp.,  Marine  Drilling Co.,
Transocean Offshore and Diamond Offshore.  These companies remain  fundamentally
healthy, but the stocks suffered because of soft global energy prices.

     The computer software and service sector was another  disappointment.  Many
business  customers are postponing major software  purchases until next year and
concentrating  on Year 2000  compliance  matters.  Reduced  demand for  business
software updates hurt the earnings of some software developers.

     Parametric  Technology,  one of the  largest  suppliers  of  computer-aided
design and manufacturing  software,  was one of Vista's best performers early in
the year. About 70% of Parametric's revenues come from repeat business.  But the
introduction  of an  important  new  product  line was poorly  managed,  and the
transition  caused  weakness in the company's  core product line.  Earnings were
affected, which led to a steep drop in stock price.

     The financial services, biotechnology,  communications equipment and retail
apparel groups were also among the worst-performing groups.

     Stage  Stores,  a retail  department  store chain  operating  primarily  in
smaller  towns,  was one of Vista's  top-performing  stocks as of April 30. More
than half of its stores are located in small strip shopping centers in Texas and
other Southern  states.  When the region  suffered  through weeks of record high
temperatures  this past summer,  shoppers stayed home. Cash flow slowed and some
store sales were off dramatically,  causing Stage to miss its sales target.  The
slowdown   resulted  in  an  earnings   decline  and  the  stock  price  dropped
dramatically.

ELECTRIC UTILITY STOCKS REPRESENTED THE LARGEST INDUSTRY GROUP AT THE END OF THE
YEAR. WHY?

     We began accumulating electric utility stocks, not as a defensive move, but
because many utilities were demonstrating strong earnings acceleration. Earnings
growth in the utility  sector is being  driven by a  combination  of weather and
regulatory factors.

     Deregulation  of electric  utilities  is  progressing  on a  state-by-state
basis.  As the industry  becomes more  competitive,  some of these companies are
finding they can demonstrate definite earnings growth.

WHAT IS YOUR OUTLOOK FOR VISTA?

     The 12 months  ended  Oct.  31 were  some of the best and  worst  times for
stocks.

     The  valuation  placed on  earnings  and  revenues of  large-cap  companies
reached  historically  extreme  levels  compared  to those of small- and mid-cap
companies in 1998.  While it is  impossible  to predict how long such trends may
continue, history shows that the market tends to correct such disparities--often
after sharp market corrections, such as those in 1973-74, 1987, and 1990-91.

     We feel  confident  that the  changes  we have  implemented  this year will
improve Vista's  performance  relative to its benchmark.  We believe our focused
investment process and more favorable global economic conditions will ultimately
reward investors in mid-cap growth stocks.


[left margin]

"We feel confident that the changes we have  implemented  this year will improve
Vista's performance relative to its benchmark."


[pie charts]
TYPES OF INVESTMENTS IN  THE PORTFOLIO

AS OF OCTOBER 31, 1998
Foreign Stocks                 0.5%
Temporary Cash Investments     9.5%
U.S. Stocks                   90.0%

AS OF APRIL 30, 1998
Foreign Stocks                 2.2%
Temporary Cash Investments     3.8%
U.S. Stocks                   94.0%


16      1-800-345-2021


Vista--Schedule of Investments
- --------------------------------------------------------------------------------

OCTOBER 31, 1998

Shares                     ($ in Thousands)                          Value
- --------------------------------------------------------------------------------

COMMON STOCKS-90.5%

AEROSPACE & DEFENSE--3.0%
                  160,000  General Dynamics Corp.                   $    9,470
                  135,000  Litton Industries, Inc.(1)                    8,809
                  165,000  Raytheon Co. Cl A                             9,240
                                                                ---------------
                                                                        27,519
                                                                ---------------

AGRICULTURE--1.6%
                  425,000  Delta and Pine Land Company                  14,184
                                                                ---------------

BANKING--4.2%
                  135,000  BB & T Corp.                                  4,818
                   50,000  City National Corp.                           1,709
                   31,600  Old Kent Financial Corp.                      1,328
                  250,000  Providian Financial Corp.                    19,844
                  195,000  Zions Bancorporation                         10,353
                                                                ---------------
                                                                        38,052
                                                                ---------------

BIOTECHNOLOGY--5.4%
                  250,000  Centocor, Inc.(1)                            11,117
                  440,000  Genzyme Corp.(1)                             18,494
                  800,000  Protein Design Labs, Inc.(1)                 19,300
                                                                ---------------
                                                                        48,911
                                                                ---------------

BUSINESS SERVICES & SUPPLIES--4.2%
                  162,000  CSG Systems International, Inc.(1)            8,839
                  202,200  Comdisco, Inc.                                3,121
                  389,500  Metamor Worldwide, Inc.(1)                   10,066
                  470,000  Quanta Services, Inc.(1)                      6,786
                  200,000  Quintiles Transnational Corp.(1)              9,044
                                                                ---------------
                                                                        37,856
                                                                ---------------

CHEMICALS & RESINS--0.5%
                  170,000  IMC Global Inc.                               4,420
                                                                ---------------

COMMUNICATIONS EQUIPMENT--4.0%
                  750,000  Ascend Communications, Inc.(1)               36,164
                                                                ---------------

COMMUNICATIONS SERVICES--1.4%
                  220,000  Century Telephone Enterprises, I             12,499
                                                                ---------------

COMPUTER PERIPHERALS--3.2%
                  140,000  Lexmark International
                              Group, Inc. Cl A(1)                        9,791
                  400,000  Seagate Technology, Inc.(1)                  10,550
                  300,000  Xircom, Inc.(1)                               8,822
                                                                ---------------
                                                                        29,163
                                                                ---------------

Shares                     ($ in Thousands)                          Value
- -------------------------------------------------------------------------------

COMPUTER SOFTWARE & SERVICES--7.1%

                   75,000  America Online Inc.                      $    9,530
                  283,600  At Home Corp. Series A(1)                    12,532
                  260,000  Excite, Inc.(1)                              10,026
                  250,000  Lycos, Inc.(1)                               10,164
                  775,000  Novell, Inc.(1)                              11,552
                   80,000  Yahoo! Inc.(1)                               10,467
                                                                ---------------
                                                                        64,271
                                                                ---------------

COMPUTER SYSTEMS--0.7%
                  180,000  Apple Computer, Inc.(1)                       6,688
                                                                ---------------

CONSUMER PRODUCTS--0.2%
                   80,000  Blyth Industries, Inc.(1)                     2,210
                                                                ---------------

ELECTRICAL & ELECTRONIC
COMPONENTS--2.7%
                  215,000  Advanced Micro Devices, Inc.(1)               4,851
                  400,000  Uniphase Corp.(1)                            19,775
                                                                ---------------
                                                                        24,626
                                                                ---------------

ENERGY (PRODUCTION & MARKETING)--2.1%
                  135,000  Anadarko Petroleum Corp.                      4,573
                  230,000  NICOR Inc.                                    9,746
                  165,000  Williams Companies, Inc. (The)                4,527
                                                                ---------------
                                                                        18,846
                                                                ---------------

ENERGY (SERVICES)--0.5%
                  210,000  Petroleum Geo-Services ASA ADR(1)             4,489
                                                                ---------------

ENVIRONMENTAL SERVICES--1.0%
                  205,000  Waste Management, Inc.                        9,251
                                                                ---------------

FINANCIAL SERVICES--0.9%
                1,250,000  UniCapital Corp.(1)                           8,672
                                                                ---------------

FOOD & BEVERAGE--2.1%
                  250,000  Coors (Adolph) Co. Cl B                      12,516
                  175,000  SYSCO Corp.                                   4,714
                   50,000  U.S. Foodservice, Inc.(1)                     2,375
                                                                ---------------
                                                                        19,605
                                                                ---------------

HEALTHCARE--0.9%
                  117,300  Access Health, Inc.(1)                        4,230
                  237,000  Health Management
                              Associates, Inc.(1)                        4,222
                                                                ---------------
                                                                         8,452
                                                                ---------------

INSURANCE--2.4%
                  165,000  Reinsurance Group of America, Inc.            9,096
                  160,100  Transatlantic Holdings, Inc.                 12,488
                                                                ---------------
                                                                        21,584
                                                                ---------------

MEDICAL EQUIPMENT & SUPPLIES--2.8%
                  675,000  PSS World Medical, Inc.(1)                   14,871
                  450,000  STERIS Corp.(1)                              10,336
                                                                ---------------
                                                                        25,207
                                                                ---------------

See Notes to Financial Statements


                                              www.americancentury.com      17


Vista--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)

OCTOBER 31, 1998

Shares                     ($ in Thousands)                          Value
- --------------------------------------------------------------------------------

METALS & MINING--2.1%
                  300,000  Barrick Gold Corp.                         $  6,413
                  250,000  Newmont Mining Corp.                          5,313
                  450,000  Placer Dome Inc.                              7,088
                                                                ---------------
                                                                        18,814
                                                                ---------------

PAPER & FOREST PRODUCTS--0.8%
                  400,000  Louisiana-Pacific Corp.                       7,100
                                                                ---------------

PERSONAL SERVICES--2.7%
                  570,000  Sunrise Assisted Living, Inc.(1)             24,492
                                                                ---------------

PHARMACEUTICALS--6.8%
                  255,000  Bergen Brunswig Corp. Cl A                   12,447
                  520,000  Forest Laboratories, Inc.(1)                 21,742
                  130,000  Genentech, Inc.(1)                            9,311
                  525,000  Mylan Laboratories Inc.                      18,080
 .                                                                ---------------
                                                                        61,580
                                                                ---------------

RESTAURANTS--3.8%
                  650,000  CKE Restaurants, Inc.                        17,103
                1,110,000  Foodmaker, Inc.(1)                           17,552
                                                                ---------------
                                                                        34,655
                                                                ---------------

RETAIL (APPAREL)--2.3%
                  735,000  AnnTaylor Stores Corp.(1)                    21,315
                                                                ---------------

RETAIL (FOOD & DRUG)--6.4%
                  615,000  American Stores Co.                          20,026
                  415,000  Food Lion, Inc. Cl A                          4,552
                  435,000  Food Lion, Inc. Cl B                          4,445
                  295,000  Meyer (Fred), Inc.(1)                        15,727
                  330,000  Rite Aid Corp.                               13,097
                                                                ---------------
                                                                        57,847
                                                                ---------------

RETAIL (SPECIALTY)--2.2%
                1,000,000  Corporate Express, Inc.(1)                   11,656
                   26,200  Starbucks Corp.(1)                            1,137
                  193,000  Tech Data Corp.(1)                            7,575
                                                                ---------------
                                                                        20,368
                                                                ---------------

Shares                     ($ in Thousands)                          Value
- -------------------------------------------------------------------------------

UTILITIES--12.5%
                  210,000  Carolina Power & Light Co.                 $  9,634
                  280,000  Central & South West Corp.                    7,788
                  180,000  Columbia Gas System, Inc. (The)              10,417
                  220,000  Dominion Resources, Inc. (Va.)               10,161
                  200,000  IPALCO Enterprises, Inc.                      9,175
                   90,000  National Fuel Gas Co.                         4,253
                  200,000  New Century Energies, Inc.                    9,662
                  160,000  OGE Energy Corp.                              4,250
                  410,000  Potomac Electric Power Co.                   10,737
                  370,000  PP&L Resources, Inc.                         10,036
                  300,000  TECO Energy, Inc.                             8,287
                  230,000  Unicom Corp.                                  8,668
                  350,000  Wisconsin Energy Corp.                       10,719
                                                                ---------------
                                                                       113,787
                                                                ---------------

TOTAL COMMON STOCKS                                                    822,627
                                                                ---------------
   (Cost $790,817)

TEMPORARY CASH INVESTMENTS-9.5%

    Repurchase Agreement, BA Security Services,
       Inc., (U.S. Treasury obligations), in a joint
       trading account at 5.42%, dated 10/30/98,
       due 11/2/98 (Delivery value $44,720)                             44,700

    Repurchase Agreement, State Street Boston
       Corp., (U.S. Treasury obligations), in a joint
       trading account at 5.35%, dated 10/30/98,
       due 11/2/98 (Delivery value $41,919)                             41,900
                                                                ---------------

TOTAL TEMPORARY CASH INVESTMENTS                                        86,600
                                                                ---------------
   (Cost $86,600)

TOTAL INVESTMENT SECURITIES--100.0%                                   $909,227
                                                                ===============
   (Cost $877,417)

NOTES TO SCHEDULE OF INVESTMENTS

ADR = American Depositary Receipt

(1)  Non-income producing.

- -------------------------------------------------------------------------------
UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  shows  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:

* a list of each investment
* the number of shares of each stock
* the market value of each investment
* the percentage of total investments in each industry
* the percent and dollar breakdown of each investment category

                                               See Notes to Financial Statements


18      1-800-345-2021


Statements of Assets and Liabilities
- --------------------------------------------------------------------------------

OCTOBER 31, 1998
                                                   ULTRA              VISTA
ASSETS                                   (In Thousands Except Per-Share Amounts)

Investment securities, at value
   (identified cost of $19,539,956
   and $877,417,
   respectively) (Note 3) .................   $    25,341,312   $       909,227
Investment securities--affiliated,
   at value (identified cost of $84,293)
   (Note 3 and 5) .........................           462,281              --
Cash ......................................            38,496             2,295
Receivable for investments sold ...........             9,223            31,571
Receivable for forward foreign
   currency exchange contracts ............                95              --
Dividends and interest receivable .........            14,662               478
                                              ---------------   ---------------
                                                   25,866,069           943,571
                                              ---------------   ---------------

LIABILITIES
Disbursements in excess of
   demand deposit cash ....................            10,915             1,266
Payable for investments purchased .........           287,552            41,346
Payable for forward foreign currency
   exchange contracts .....................               110              --
Payable for capital shares redeemed .......            15,828               938
Accrued management fees (Note 2) ..........            20,332               721
Distribution fees payable (Note 2) ........                20                 1
Service fees payable (Note 2) .............                20                 1
Payable for directors' fees and expenses ..                15                 1
Other liabilities .........................                28                 4
                                              ---------------   ---------------
                                                      334,820            44,278
                                              ---------------   ---------------
Net Assets ................................   $    25,531,249   $       899,293
                                              ===============   ===============

NET ASSETS CONSIST OF:
Capital (par value and paid in surplus) ...   $    16,892,669   $       899,375
Accumulated undistributed net realized
   gain (loss) on investment and foreign
   currency transactions ..................         2,459,251           (31,893)
Net unrealized appreciation on
   investments and translation of assets
   and liabilities
   in foreign currencies (Note 3) .........         6,179,329            31,811
                                              ---------------   ---------------

                                              $    25,531,249   $       899,293
                                              ===============   ===============

Investor Class, $0.01 Par Value
   ($ and shares in full)
Net assets ................................   $25,396,219,378   $   895,180,026
Shares outstanding ........................       817,698,541        96,529,132
Net asset value per share .................   $         31.06   $          9.27

Advisor Class, $0.01 Par Value
   ($ and shares in full)
Net assets ................................   $    98,964,745   $     4,052,424
Shares outstanding ........................         3,192,813           438,836
Net asset value per share .................   $         31.00   $          9.23

Institutional Class, $0.01 Par Value
   ($ and shares in full)
Net assets ................................   $    36,064,889   $        60,257
Shares outstanding ........................         1,158,770             6,462
Net asset value per share .................   $         31.12   $          9.32

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF ASSETS AND  LIABILITIES--This  statement details
what the Fund owns (assets),  what it owes (liabilities),  and its net assets as
of the last day of the period.  If you subtract  what the fund owes from what it
owns,  you get the fund's net assets.  For each class of shares,  the net assets
divided  by the total  number of  shares  outstanding  gives you the price of an
individual share, or the net asset value per share.

NET ASSETS are also broken down by capital (money invested by shareholders); net
investment  income  not yet  paid to  shareholders,  if any,  or net  investment
losses;  net gains earned on investments but not yet paid to shareholders or net
losses on investments (known as realized gains or losses); and finally, gains or
losses on securities  still owned by the fund (known as unrealized  appreciation
or  depreciation).  This  breakdown  tells you the value of net assets  that are
performance-related,  such as investment  gains or losses,  and the value of net
assets that are not related to performance,  such as shareholder investments and
redemptions.

See Notes to Financial Statements


                                             www.americancentury.com      19


Statements of Operations
- --------------------------------------------------------------------------------

YEAR ENDED OCTOBER 31, 1998
                                                     ULTRA               VISTA
INVESTMENT LOSS                                            (In Thousands)

Income:
Dividends (net of foreign taxes
   withheld of $3,112 and $0,
   respectively) (includes $135
   from affiliates for Ultra) ..................    $   203,387     $     3,635
Interest .......................................         24,833           4,389
                                                    -----------     -----------
                                                        228,220           8,024
                                                    -----------     -----------

Expenses: (Note 2)
Management fees ................................        246,986          13,890
Distribution fees -- Advisor Class .............            167              14
Service fees -- Advisor Class ..................            167              14
Directors' fees and expenses ...................            232              13
                                                    -----------     -----------
                                                        247,552          13,931
                                                    -----------     -----------

Net investment loss ............................        (19,332)         (5,907)
                                                    -----------     -----------

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS AND FOREIGN CURRENCY (NOTE 3)

Net realized gain (loss) on:
Investments (includes $907,687 and
   $66,267, respectively, from affiliates) .....      2,491,499         (27,871)
Foreign currency transactions ..................         13,159            --
                                                    -----------     -----------
                                                      2,504,658         (27,871)
                                                    -----------     -----------

Change in net unrealized appreciation
(depreciation) on:
Investments ....................................      1,244,124        (416,761)
Translation of assets and liabilities
   in foreign currencies .......................          6,100            --
                                                    -----------     -----------
                                                      1,250,224        (416,761)
                                                    -----------     -----------

Net realized and unrealized gain
   (loss) on investments .......................      3,754,882        (444,632)
                                                    -----------     -----------

Net Increase (Decrease) in Net Assets
   Resulting from Operations ...................    $ 3,735,550     $  (450,539)
                                                    ===========     ===========

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF  OPERATIONS--This  statement breaks down how the
fund's  net  assets  changed  during  the  period  as a  result  of  the  fund's
operations.  It tells you how much money the fund made or lost after taking into
account income,  fees and expenses,  and investment gains or losses. It does not
include shareholder transactions and distributions.

Fund OPERATIONS include:

* income earned from investments (dividend and interest)
* management fees and other expenses
* gains or losses from selling investments (known as realized gains or losses)
* gains or losses on current fund holdings (known as unrealized appreciation or
  depreciation)

                                               See Notes to Financial Statements


20      1-800-345-2021


Statements of Changes in Net Assets
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31, 1998 AND OCTOBER 31, 1997

                                                                    ULTRA                            VISTA
Increase (Decrease) in Net Assets                           1998             1997             1998            1997

OPERATIONS                                                                      (In Thousands)

<S>                                                    <C>             <C>             <C>             <C>          
Net investment income (loss) .......................   $    (19,332)   $      7,130    $     (5,907)   $    (14,409)

Net realized gain (loss) on investments and
  foreign currency transactions ....................      2,504,658       4,609,668         (27,871)         96,402

Change in net unrealized appreciation (depreciation)
  on investments and translation of assets and
  liabilities in foreign currencies ................      1,250,224      (1,018,159)       (416,761)        (87,061)
                                                       ------------    ------------    ------------    ------------
Net increase (decrease) in net assets resulting
  from operations ..................................      3,735,550       3,598,639        (450,539)         (5,068)
                                                       ------------    ------------    ------------    ------------

DISTRIBUTIONS TO SHAREHOLDERS

From net investment income:
  Investor Class ...................................         (8,654)           --              --              --
  Institutional Class ..............................             (1)           --              --              --

From net realized gains from
investment transactions:
  Investor Class ...................................     (4,593,562)     (1,044,611)        (98,425)       (168,260)
  Advisor Class ....................................         (6,944)           (778)           (378)           (449)
  Institutional Class ..............................            (73)           (547)           (750)           (225)
                                                       ------------    ------------    ------------    ------------
Decrease in net assets from distributions ..........     (4,609,234)     (1,045,936)        (99,553)       (168,934)
                                                       ------------    ------------    ------------    ------------

CAPITAL SHARE TRANSACTIONS (NOTE 4)
Net increase (decrease) in net assets from capital
  share transactions ...............................      4,679,017         894,267        (398,837)       (259,254)
                                                       ------------    ------------    ------------    ------------

Net increase (decrease) in net assets ..............      3,805,333       3,446,970        (948,929)       (433,256)

NET ASSETS
Beginning of year ..................................     21,725,916      18,278,946       1,848,222       2,281,478
                                                       ------------    ------------    ------------    ------------
End of year ........................................   $ 25,531,249    $ 21,725,916    $    899,293    $  1,848,222
                                                       ============    ============    ============    ============

Undistributed net investment income ................           --      $     12,202            --              --
                                                       ============    ============    ============    ============
</TABLE>

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF CHANGES IN NET ASSETS--These statements show how
the fund's net assets  changed over the past two reporting  periods.  It details
how much a fund grew or shrank as a result of:

* operations--a summary of the Statement of Operations from the previous page
  for the most recent period
* distributions--income and gains distributed to shareholders
* capital share transactions--shareholders' purchases, reinvestments, and
  redemptions

Net  assets  at the  beginning  of  the  period  plus  the  sum  of  operations,
distributions  to  shareholders  and capital  share  transactions  result in net
assets at the end of the period.

See Notes to Financial Statements


                                                      www.americancentury.com 21


Notes to Financial Statements
- --------------------------------------------------------------------------------

OCTOBER 31, 1998

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION -- American  Century Mutual Funds,  Inc. (the  Corporation) is
registered under the Investment  Company Act of 1940 as an open-end  diversified
management  investment company.  American Century - Twentieth Century Ultra Fund
(Ultra) and American Century - Twentieth  Century Vista Fund (Vista) (the Funds)
are two of the  twelve  series of funds  issued by the  Corporation.  The Funds'
investment  objective is to seek capital growth by investing primarily in equity
securities.  The Funds are  authorized  to issue  three  classes of shares:  the
Investor  Class,  the Advisor  Class,  and the  Institutional  Class.  The three
classes of shares differ principally in their respective  shareholder  servicing
and distribution expenses and arrangements. All shares of each Fund represent an
equal pro rata interest in the assets of the class to which such shares  belong,
and have identical voting,  dividend,  liquidation and other rights and the same
terms and conditions, except for class specific expenses and exclusive rights to
vote on matters  affecting only individual  classes.  The following  significant
accounting  policies  are  in  accordance  with  generally  accepted  accounting
principles.

     SECURITY VALUATIONS -- Portfolio securities traded primarily on a principal
securities  exchange are valued at the last reported sales price, or the mean of
the  latest  bid and  asked  prices  where no last  sales  price  is  available.
Securities traded  over-the-counter are valued at the mean of the latest bid and
asked prices or, in the case of certain foreign securities, at the last reported
sales price,  depending on local  convention or  regulation.  Discount notes are
valued through a commercial  pricing  service.  When  valuations are not readily
available,  securities are valued at fair value as determined in accordance with
procedures adopted by the Board of Directors.

     SECURITY  TRANSACTIONS -- Security transactions are accounted for as of the
trade date. Net realized gains and losses are determined on the identified  cost
basis, which is also used for federal income tax purposes.

     INVESTMENT  INCOME -- Dividend  income less foreign taxes withheld (if any)
is  recorded  as of the  ex-dividend  date.  Interest  income is recorded on the
accrual basis and includes accretion of discounts and amortization of premiums.

     FOREIGN  CURRENCY  TRANSACTIONS -- The accounting  records of the Funds are
maintained in U.S. dollars.  All assets and liabilities  initially  expressed in
foreign  currencies  are  translated  into U.S.  dollars at prevailing  exchange
rates.  Purchases  and sales of  investment  securities,  dividend  and interest
income, and certain expenses are translated at the rates of exchange  prevailing
on the respective dates of such transactions.

     Net realized foreign currency  exchange gains or losses arise from sales of
foreign  currencies  and the  difference  between  asset and  liability  amounts
initially stated in foreign  currencies and the U.S. dollar value of the amounts
actually  received or paid. Net unrealized  foreign  currency  exchange gains or
losses  arise from  changes in the value of assets and  liabilities,  other than
investment securities, resulting from changes in the exchange rates.

     Net realized  and  unrealized  foreign  currency  exchange  gains or losses
occurring during the holding period of investment  securities are a component of
realized gain (loss) on investments and unrealized  appreciation  (depreciation)
on investments, respectively.

     FORWARD  FOREIGN  CURRENCY  EXCHANGE  CONTRACTS -- The Funds may enter into
forward foreign currency exchange contracts for the purpose of settling specific
purchases or sales of securities  denominated in a foreign  currency or to hedge
the Fund's  exposure  to  foreign  currency  exchange  rate  fluctuations.  When
required,  the Funds will segregate assets in an amount  sufficient to cover its
obligations  under the hedge  contracts.  The net U.S.  dollar  value of foreign
currency  underlying  all  contractual  commitments  held by the  Funds  and the
resulting  unrealized  appreciation or depreciation  are determined  daily using
prevailing exchange rates.  Forward contracts involve elements of risk in excess
of the amount  reflected in the Statement of Assets and  Liabilities.  The Funds
bear the risk of an  unfavorable  change in the foreign  currency  exchange rate
underlying  the  forward  contract.  Additionally,   losses  may  arise  if  the
counterparties do not perform under the contract terms.

     REPURCHASE  AGREEMENTS  -- The Funds may enter into  repurchase  agreements
with  institutions  that  the  Funds'  investment   manager,   American  Century
Investment Management,  Inc. (ACIM), has determined are creditworthy pursuant to
criteria  adopted  by the  Board of  Directors.  Each  repurchase  agreement  is
recorded  at cost.  Each  Fund  requires  that the  collateral,  represented  by
securities, received in a repurchase transaction be transferred to the custodian
in a manner  sufficient  to enable each Fund to obtain those  securities  in the
event of a default under the repurchase  agreement.  ACIM  monitors,  on a daily
basis,  the  securities  transferred  to ensure  the  value,  including  accrued
interest,  of the  securities  under each  repurchase  agreement  is equal to or
greater than amounts owed to each Fund under each repurchase agreement.

     JOINT  TRADING  ACCOUNT -- Pursuant  to an  Exemptive  Order  issued by the
Securities  and  Exchange  Commission,  each Fund,  along with other  registered
investment companies having


22      1-800-345-2021


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)

OCTOBER 31, 1998

management  agreements  with ACIM, may transfer  uninvested cash balances into a
joint trading  account.  These  balances are invested in one or more  repurchase
agreements that are collateralized by U.S. Treasury or Agency obligations.

     INCOME  TAX  STATUS  -- It is the  policy of the  Funds to  distribute  all
taxable income and realized gains to shareholders and to otherwise  qualify as a
regulated  investment  company under  provisions  of the Internal  Revenue Code.
Accordingly, no provision has been made for federal or state income taxes.

     DISTRIBUTIONS TO SHAREHOLDERS -- Distributions to shareholders are recorded
on the  ex-dividend  date.  Distributions  from net  investment  income  and net
realized gains are declared and paid annually.

     The  character of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes.  These differences  reflect the differing character
of certain income items and net capital gains and losses for financial statement
and tax  purposes  and may  result in  reclassification  among  certain  capital
accounts.

     At October 31,  1998,  Vista had  accumulated  net  realized  capital  loss
carryovers  for federal  income tax purposes of  $25,756,378  (expiring in 2006)
which may be used to offset future taxable gains.

     ADDITIONAL   INFORMATION   --  Funds   Distributor,   Inc.   (FDI)  is  the
Corporation's  distributor.  Certain  officers  of FDI are also  officers of the
Corporation.

- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES

     The  Corporation  has entered  into a Management  Agreement  with ACIM that
provides the Funds with investment  advisory and management services in exchange
for a single,  unified management fee per class. The Agreement provides that all
expenses of the Funds, except brokerage commissions,  taxes, interest,  expenses
of those directors who are not considered "interested persons" as defined in the
Investment  Company  Act of 1940  (including  counsel  fees)  and  extraordinary
expenses, will be paid by ACIM. The fee is computed daily and paid monthly based
on each Fund's class average daily closing net assets during the previous month.
The annual management fee is 1.00%,  0.75% and 0.80% for the Investor,  Advisor,
and Institutional Classes, respectively.

     The Board of Directors  has adopted the Advisor  Class Master  Distribution
and  Shareholder  Services  Plan  (the  Plan),  pursuant  to Rule  12b-1  of the
Investment  Company Act of 1940.  The Plan provides that the Funds will pay ACIM
an annual  distribution  fee equal to 0.25% and service fee equal to 0.25%.  The
fees are computed  daily and paid monthly based on the Advisor  Class's  average
daily  closing  net assets  during the  previous  month.  The  distribution  fee
provides  compensation  for  distribution  expenses  incurred in connection with
distributing shares of the Advisor Class including, but not limited to, payments
to brokers,  dealers,  and financial  institutions  that have entered into sales
agreements  with  respect  to shares of the  Funds.  The  service  fee  provides
compensation for shareholder and  administrative  services rendered by ACIM, its
affiliates  or  independent  third party  providers.  Fees incurred by the Funds
under the Plan during the year ended  October 31, 1998,  were $334,728 for Ultra
and $27,663 for Vista.

     Certain  officers and directors of the Corporation are also officers and/or
directors,  and,  as a  group,  controlling  stockholders  of  American  Century
Companies,  Inc., the parent of the Corporation's  investment manager,  ACIM and
the Corporation's transfer agent, American Century Services Corporation.

- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

     Purchases of investment securities,  excluding short-term investments,  for
Ultra and Vista totaled $30,865,779,718 and $3,015,926,732,  respectively. Sales
of   investment   securities,    excluding   short-term   investments,   totaled
$30,851,095,630 and $3,531,796,396, respectively.

     As of October 31, 1998,  accumulated net unrealized  appreciation for Ultra
and  Vista  was  $6,068,732,536  and  $25,673,628,  respectively,  based  on the
aggregate cost of investments for federal income tax purposes of $19,734,860,947
and  $883,553,756,   respectively.   Accumulated  net  unrealized   appreciation
consisted of unrealized appreciation of $6,159,220,343 and $69,991,625 for Ultra
and  Vista,  respectively,   and  unrealized  depreciation  of  $90,487,807  and
$44,317,997, respectively.


                                               www.americancentury.com      23


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)

OCTOBER 31, 1998

- --------------------------------------------------------------------------------
4. CAPITAL SHARE TRANSACTIONS

<TABLE>
<CAPTION>
    Transactions in shares of the Funds were as follows:

                                                           ULTRA                           VISTA
                                                   SHARES          AMOUNT          SHARES          AMOUNT

INVESTOR CLASS                                                         (IN THOUSANDS)
<S>                                               <C>           <C>                 <C>          <C>        
Shares authorized ............................  1,050,000                          500,000
                                               ============                      ===========
Year ended October 31, 1998
Sold .........................................    224,437       $ 7,006,778         98,587       $ 1,196,006
Issued in reinvestment of distributions ......    170,508         4,526,262          7,926            95,322
Redeemed .....................................   (225,564)       (6,959,796)      (135,809)       (1,678,583)
                                               ------------    --------------    -----------    --------------
Net increase (decrease) ......................    169,381       $ 4,573,244        (29,296)      $  (387,255)
                                               ============    ==============    ===========    ==============

Year ended October 31, 1997
Sold .........................................    189,167       $ 5,961,963         77,210       $ 1,099,918
Issued in reinvestment of distributions ......     35,345         1,024,466         11,437           164,509
Redeemed .....................................   (194,910)       (6,109,186)      (107,997)       (1,538,006)
                                               ------------    --------------    -----------    --------------
Net increase (decrease) ......................     29,602       $   877,243        (19,350)      $  (273,579)
                                               ============    ==============    ===========    ==============

ADVISOR CLASS                                                          (IN THOUSANDS)

Shares authorized ............................    312,500                          210,000
                                               ============                      ===========
Year ended October 31, 1998
Sold .........................................      2,873          $ 87,888            211           $ 2,555
Issued in reinvestment of distributions ......        262             6,944             32               378
Redeemed .....................................       (866)          (26,625)          (256)           (3,132)
                                               ------------    --------------    -----------    --------------
Net increase (decrease) ......................      2,269          $ 68,207            (13)         $   (199)
                                               ============    ==============    ===========    ==============

Year ended October 31, 1997
Sold .........................................        793          $ 25,705            389           $ 5,265
Issued in reinvestment of distributions ......         27               778             31               449
Redeemed .....................................       (338)          (10,568)          (328)           (4,446)
                                               ------------    --------------    -----------    --------------
Net increase .................................        482          $ 15,915             92           $ 1,268
                                               ============    ==============    ===========    ==============

INSTITUTIONAL CLASS                                                    (IN THOUSANDS)

Shares authorized ............................    125,000                           80,000
                                               ============                      ===========
Year ended October 31, 1998
Sold .........................................      3,132          $ 98,660            998          $ 12,315
Issued in reinvestment of distributions ......          2                49             62               750
Redeemed .....................................     (1,985)          (61,143)        (1,986)          (24,448)
                                               ------------    --------------    -----------    --------------
Net increase (decrease) ......................      1,149          $ 37,566           (926)         $(11,383)
                                               ============    ==============    ===========    ==============

November 14, 1996(1) through October 31, 1997
Sold .........................................        334          $ 10,284          1,145          $ 15,662
Issued in reinvestment of distributions ......         19               547             16               226
Redeemed .....................................       (343)           (9,722)          (228)           (2,831)
                                               ------------    --------------    -----------    --------------
Net increase .................................         10          $  1,109            933          $ 13,057
                                               ============    ==============    ===========    ==============
</TABLE>

(1)  Commencement of sale of the Institutional Class.


24      1-800-345-2021


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)

OCTOBER 31, 1998

- --------------------------------------------------------------------------------
5. AFFILIATED COMPANY TRANSACTIONS

<TABLE>
<CAPTION>
  A summary of  transactions  for each issuer which is or was an affiliate at or
during the year ended October 31, 1998, follows:

                               SHARE BALANCE   PURCHASE    SALES      REALIZED     DIVIDEND         OCTOBER 31, 1998
FUND/ISSUER                      10/31/97        COST       COST     GAIN (LOSS)    INCOME    SHARE BALANCE   MARKET VALUE

ULTRA                                                               ($ in Thousands)

<S>                              <C>          <C>         <C>         <C>           <C>           <C>          <C>   
Altera Corp.                     4,732,000    $ 12,211    $214,620    $ (25,109)       --             --              --
America Online Inc.              6,059,300      38,538     265,206      488,094      $  5      3,598,600(1)     $457,247
BMC Software, Inc.               3,550,000      23,792     121,280      181,321        --         20,000(1)          961
Chancellor Media Corp.           1,700,000       1,140      40,888       67,158        --             --              --
Starbucks Corp.                    900,000          --      13,496       16,017        --             --              --
Sun Microsystems, Inc.           6,800,600       3,616      69,739      215,006        --         70,000           4,073
Tel-Save Holdings, Inc.            575,000      67,932      81,053      (11,524)       --             --              --
Teva Pharmaceutical
Industries
   Ltd. ADR                      2,450,000          --     133,342      (23,276)      130             --              --
                                             ----------  ----------   -----------   ------                    -----------
                                              $147,229    $939,624     $907,687      $135                       $462,281
                                             ==========  ==========   ===========   ======                    ===========


VISTA                                                               ($ in Thousands)

Brightpoint, Inc.                1,350,000          --   $  29,277      $18,104        --             --              --
Comverse Technology, Inc.          750,000          --      21,844        4,322        --             --              --
Dura Pharmaceuticals, Inc.         425,000    $  5,835      10,975        4,190        --             --              --
Hyperion Software Corp.(2)       1,400,000       3,625      35,975       18,158        --             --              --
IDEC Pharmaceuticals Corp.         650,000      18,842      33,415       (2,481)       --             --              --
Medicis Pharmaceutical Corp.       810,000          --      28,926        8,657        --             --              --
North Face, Inc. (The)                  --      17,602      17,602       (6,891)       --             --              --
Nutraceuticals 
   International, Inc.                  --       4,589       4,589         (914)       --             --              --
P-COM, Inc.                      2,100,000          --      30,246        9,003        --             --              --
Sanmina Corp.                      770,000      17,515      55,293       14,119        --             --              --
                                             ----------  ----------   -----------   ------                    -----------
                                               $68,008    $268,142     $66,267         --                             --
                                             ==========  ==========   ===========   ======                    ===========
</TABLE>

(1)  Includes  adjustments  for shares  received from a stock split and/or stock
     spinoff during the period.

(2)  Formerly known as Arbor Software Corp.


                                           www.americancentury.com      25


Ultra--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                    FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31

                                                                                     Investor Class
                                                        1998              1997            1996             1995            1994

PER-SHARE DATA

<S>                                                <C>              <C>              <C>              <C>              <C>       
Net Asset Value, Beginning of Year .............   $    33.46       $    29.52       $    28.03       $    21.16       $    21.61
                                                   ----------       ----------       ----------       ----------       ----------
Income From Investment Operations
  Net Investment Income (Loss) .................        (0.02)(1)         0.01(1)         (0.05)(1)        (0.07)(1)        (0.03)
  Net Realized and Unrealized Gain (Loss) on
  Investment Transactions ......................         4.70             5.62             2.84             7.58            (0.42)
                                                   ----------       ----------       ----------       ----------       ----------
  Total From Investment Operations .............         4.68             5.63             2.79             7.51            (0.45)
                                                   ----------       ----------       ----------       ----------       ----------
Distributions
  From Net Investment Income ...................        (0.01)            --               --               --               --
  From Net Realized Gains on
  Investment Transactions ......................        (7.07)           (1.69)           (1.19)           (0.64)            --
  In Excess of Net Realized Gains ..............         --               --              (0.11)            --               --
                                                   ----------       ----------       ----------       ----------       ----------
  Total Distributions ..........................        (7.08)           (1.69)           (1.30)           (0.64)            --
                                                   ----------       ----------       ----------       ----------       ----------
Net Asset Value, End of Year ...................   $    31.06       $    33.46       $    29.52       $    28.03       $    21.16
                                                   ==========       ==========       ==========       ==========       ==========
  Total Return(2) ..............................        17.61%           19.95%           10.79%           36.89%           (2.08)%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average
  Net Assets ...................................         1.00%            1.00%            1.00%            1.00%            1.00%
Ratio of Net Investment Income (Loss) to Average
  Net Assets ...................................        (0.08)%           0.03%           (0.20)%          (0.30)%          (0.10)%
Portfolio Turnover Rate ........................          128%             107%              87%              87%              78%
Net Assets, End of Year (in millions) ..........   $   25,396       $   21,695       $   18,266       $   14,376       $   10,344
</TABLE>

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

(2)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any.

- --------------------------------------------------------------------------------
UNDERSTANDING THE FINANCIAL HIGHLIGHTS--These  statements itemize current period
activity and  statistics  and provide  comparison  data for the last five fiscal
years (or less, if the class is not five years old).

On a per-share basis, it includes:

* share price at the beginning of the period
* investment income and capital gains or losses
* income and capital gains distributions paid to shareholders
* share price at the end of the period

It also includes some key statistics for the period:

* total return--the overall percentage return of the fund, assuming reinvestment
  of all distributions
* expense ratio--operating expenses as a percentage of average net assets
* net income ratio--net investment income as a percentage of average net assets
* portfolio turnover--the percentage of the portfolio that was replaced during
  the period

                                               See Notes to Financial Statements


26      1-800-345-2021


Ultra--Financial Highlights
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                                             Advisor Class
                                                   1998           1997          1996(1)

PER-SHARE DATA

<S>                                            <C>            <C>            <C>       
Net Asset Value, Beginning of Period .......   $    33.36     $    29.52     $    29.55
                                               ----------     ----------     ----------
Income From Investment Operations
  Net Investment Loss(2) ...................        (0.11)         (0.07)         (0.02)
  Net Realized and Unrealized Gain (Loss) on
  Investment Transactions ..................         4.73           5.60          (0.01)
                                               ----------     ----------     ----------
  Total From Investment Operations .........         4.62           5.53          (0.03)
                                               ----------     ----------     ----------
Distributions
  From Net Realized Gains on
  Investment Transactions ..................        (6.98)         (1.69)          --
                                               ----------     ----------     ----------
Net Asset Value, End of Period .............   $    31.00     $    33.36     $    29.52
                                               ==========     ==========     ==========
  Total Return(3) ..........................        17.36%         19.59%         (0.10)%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average
  Net Assets ...............................         1.25%          1.25%          1.25%(4)
Ratio of Net Investment Loss to Average
  Net Assets ...............................        (0.33)%        (0.22)%   (0.80)%(4)
Portfolio Turnover Rate ....................          128%           107%            87%
Net Assets, End of Period (in thousands) ...   $   98,965     $   30,827     $   13,051
</TABLE>

(1)  October 2, 1996 (commencement of sale) through October 31, 1996.

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

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

(4)  Annualized.

See Notes to Financial Statements


                                               www.americancentury.com      27


Ultra--Financial Highlights
- --------------------------------------------------------------------------------

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                                     Institutional Class
                                                     1998           1997(1)

PER-SHARE DATA

Net Asset Value, Beginning of Period .........   $    33.53       $    30.78
                                                 ----------       ----------
Income From Investment Operations
  Net Investment Income(2) ...................         0.03             0.06
  Net Realized and Unrealized Gain on
  Investment Transactions ....................         4.72             4.38
                                                 ----------       ----------
  Total From Investment Operations ...........         4.75             4.44
                                                 ----------       ----------
Distributions
  From Net Investment Income .................        (0.09)            --
  From Net Realized Gains on
  Investment Transactions ....................        (7.07)           (1.69)
                                                 ----------       ----------
  Total Distributions ........................        (7.16)           (1.69)
                                                 ----------       ----------
Net Asset Value, End of Period ...............   $    31.12       $    33.53
                                                 ==========       ==========
  Total Return(3) ............................        17.85%           15.28%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average
  Net Assets .................................         0.80%            0.80%(4)
Ratio of Net Investment Income to Average
  Net Assets .................................         0.12%            0.23%(4)
Portfolio Turnover Rate ......................          128%             107%
Net Assets, End of Period (in thousands) .....   $   36,065       $      334

(1)  November 14, 1996 (commencement of sale) through October 31, 1997.

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

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

(4)  Annualized.

                        See Notes to Financial Statements


28      1-800-345-2021


Vista--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                  FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31

                                                                           Investor Class
                                                   1998          1997            1996            1995            1994

PER-SHARE DATA

<S>                                            <C>           <C>             <C>             <C>             <C>      
Net Asset Value, Beginning of Year .........   $   14.53     $   15.68       $   15.73       $   10.94       $   12.24
                                               ---------     ---------       ---------       ---------       ---------
Income From Investment Operations
  Net Investment Loss ......................       (0.05)(1)     (0.10)(1)       (0.11)(1)       (0.08)(1)       (0.08)
  Net Realized and Unrealized Gain (Loss) on
  Investment Transactions ..................       (4.41)         0.13            1.09            4.90            0.45
                                               ---------     ---------       ---------       ---------       ---------
  Total From Investment Operations .........       (4.46)         0.03            0.98            4.82            0.37
                                               ---------     ---------       ---------       ---------       ---------
Distributions
  From Net Realized Gains on
  Investment Transactions ..................       (0.80)        (1.18)          (1.02)          (0.03)          (1.66)
  In Excess of Net Realized Gains ..........        --            --             (0.01)           --             (0.01)
                                               ---------     ---------       ---------       ---------       ---------
  Total Distributions ......................       (0.80)        (1.18)          (1.03)          (0.03)          (1.67)
                                               ---------     ---------       ---------       ---------       ---------
Net Asset Value, End of Year ...............   $    9.27     $   14.53       $   15.68       $   15.73       $   10.94
                                               =========     =========       =========       =========       =========
  Total Return(2) ..........................      (31.94)%        0.29%           6.96%          44.20%           4.16%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average
  Net Assets ...............................        1.00%         1.00%           0.99%           0.98%           1.00%
Ratio of Net Investment Loss to Average
  Net Assets ...............................       (0.42)%       (0.73)%         (0.70)%         (0.60)%         (0.80)%
Portfolio Turnover Rate ....................         229%           96%             91%             89%            111%
Net Assets, End of Year (in millions) ......   $     895     $   1,828       $   2,276       $   1,676       $     792
</TABLE>

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

(2)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any.

- --------------------------------------------------------------------------------
UNDERSTANDING THE FINANCIAL HIGHLIGHTS--These  statements itemize current period
activity and  statistics  and provide  comparison  data for the last five fiscal
years (or less, if the class is not five years old).

On a per-share basis, it includes:

* share price at the beginning of the period
* investment income and capital gains or losses
* income and capital gains distributions paid to shareholders
* share price at the end of the period

It also includes some key statistics for the period:

* total return--the overall percentage return of the fund, assuming reinvestment
  of all distributions
* expense ratio--operating expenses as a percentage of average net assets
* net income ratio--net investment income as a percentage of average net assets
* portfolio turnover--the percentage of the portfolio that was replaced during
  the period

See Notes to Financial Statements


                                               www.americancentury.com      29


Vista--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                                           Advisor Class
                                                    1998          1997       1996(1)

PER-SHARE DATA

<S>                                            <C>           <C>           <C>      
Net Asset Value, Beginning of Period .......   $   14.50     $   15.67     $   16.87
                                               ---------     ---------     ---------
Income From Investment Operations
  Net Investment Loss(2) ...................       (0.08)        (0.14)        (0.02)
  Net Realized and Unrealized Gain (Loss) on
  Investment Transactions ..................       (4.39)         0.15         (1.18)
                                               ---------     ---------     ---------
  Total From Investment Operations .........       (4.47)         0.01         (1.20)
                                               ---------     ---------     ---------
Distributions
  From Net Realized Gains on
  Investment Transactions ..................       (0.80)        (1.18)         --
                                               ---------     ---------     ---------
Net Asset Value, End of Period .............   $    9.23     $   14.50     $   15.67
                                               =========     =========     =========
  Total Return(3) ..........................      (32.08)%        0.15%        (7.11)%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average
  Net Assets ...............................        1.25%         1.25%         1.25%(4)
Ratio of Net Investment Loss to Average
  Net Assets ...............................       (0.67)%       (0.98)%   (1.20)%(4)
Portfolio Turnover Rate ....................         229%           96%           91%
Net Assets, End of Period (in thousands) ...   $   4,052     $   6,553     $   5,646
</TABLE>

(1)  October 2, 1996 (commencement of sale) through October 31, 1996.

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

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

(4)  Annualized.

                                               See Notes to Financial Statements


30      1-800-345-2021


Vista--Financial Highlights
- --------------------------------------------------------------------------------

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                                       Institutional Class
                                                      1998          1997(1)

PER-SHARE DATA

Net Asset Value, Beginning of Period ...........    $    14.56   $    15.73
                                                    ----------   ----------
Income From Investment Operations
  Net Investment Loss(2) .......................         (0.01)       (0.07)
  Net Realized and Unrealized Gain (Loss) on
  Investment Transactions ......................         (4.43)        0.08
                                                    ----------   ----------
  Total From Investment Operations .............         (4.44)        0.01
                                                    ----------   ----------
Distributions
  From Net Realized Gains on
  Investment Transactions ......................         (0.80)       (1.18)
                                                    ----------   ----------
Net Asset Value, End of Period .................    $     9.32   $    14.56
                                                    ==========   ==========
  Total Return(3) ..............................        (31.72)%       0.17%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses to Average
  Net Assets ...................................          0.80%        0.80%(4)
Ratio of Net Investment Loss to Average
  Net Assets ...................................         (0.22)% (0.53)%(4)
Portfolio Turnover Rate ........................           229%          96%
Net Assets, End of Period (in thousands) .......    $       60   $   13,581

(1)  November 14, 1996 (commencement of sale) through October 31, 1997.

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

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

(4)  Annualized.

See Notes to Financial Statements

                                           www.americancentury.com
31


Independent Auditors' Report
- --------------------------------------------------------------------------------

The Board of Directors and Shareholders,
American Century Mutual Funds, Inc.:

   We have  audited  the  accompanying  statements  of assets  and  liabilities,
including the schedules of investments,  of American  Century--Twentieth Century
Ultra Fund and American Century--Twentieth Century Vista Fund (the "Funds"), two
of the funds comprising  American Century Mutual Funds,  Inc., as of October 31,
1998,  and the  related  statements  of  operations  for the year then ended and
changes in net assets for each of the years in the  two-year  period then ended,
and the financial  highlights  for each of the periods in the  five-year  period
then ended.  These  financial  statements  and the financial  highlights are the
responsibility  of the Funds'  management.  Our  responsibility is to express an
opinion on these financial  statements and the financial highlights based on our
audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned at October
31, 1998 by correspondence with the custodian and brokers, and other alternative
procedures.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

   In our opinion,  such financial  statements and financial  highlights present
fairly,  in  all  material   respects,   the  financial   position  of  American
Century--Twentieth  Century Ultra Fund and American  Century--Twentieth  Century
Vista Fund as of October 31, 1998, the results of their operations,  the changes
in their net assets,  and the financial  highlights  for the  respective  stated
periods in conformity with generally accepted accounting principles.

Deloitte & Touche LLP
Kansas City, Missouri
December 8, 1998


32      1-800-345-2021


Share Class and Retirement Account Information
- --------------------------------------------------------------------------------

SHARE CLASS

     Three  classes  of shares  are  authorized  for sale by the fund:  INVESTOR
CLASS,  ADVISOR CLASS, and INSTITUTIONAL  CLASS.  INVESTOR CLASS shareholders do
not pay any  commissions or other fees for purchase of fund shares directly from
American   Century.   Investors  who  buy  Investor   Class  shares   through  a
broker-dealer  may be required to pay the  broker-dealer a transaction  fee. THE
PRICE AND PERFORMANCE OF THE INVESTOR CLASS SHARES ARE LISTED IN NEWSPAPERS.  NO
OTHER CLASS IS CURRENTLY LISTED.

     ADVISOR  CLASS shares are sold  through  banks,  broker-dealers,  insurance
companies  and financial  advisors.  Advisor Class shares are subject to a 0.50%
Rule 12b-1  service and  distribution  fee. Half of that fee is available to pay
for recordkeeping and administrative  services, and half is available to pay for
distribution  services provided by the financial  intermediary through which the
Advisor Class shares are purchased. The total expense ratio of the Advisor Class
shares  is 0.25%  higher  than the total  expense  ratio of the  Investor  Class
shares.

     INSTITUTIONAL  CLASS  shares  are  available  to  endowments,  foundations,
defined  benefit  pension  plans  or  financial   intermediaries  serving  these
investors.   This  class   recognizes  the  relatively  lower  cost  of  serving
institutional customers and others who invest at least $5 million in an American
Century fund or at least $10 million in multiple  funds.  In  recognition of the
larger  investments and account  balances and  comparatively  lower  transaction
costs, the total expense ratio of the  Institutional  Class shares is 0.20% less
than the total expense ratio of the Investor Class shares.

     All  classes  of  shares  represent  a pro rata  interest  in the funds and
generally have the same rights and preferences.

RETIREMENT ACCOUNT INFORMATION

     As required by law, any  distributions  you receive from an IRA and certain
403(b)  distributions [not eligible for rollover to an IRA or to another 403(b)]
are subject to federal  income tax  withholding  at the rate of 10% of the total
amount withdrawn,  unless you elect not to have withholding  apply. If you don't
want us to withhold on this amount, you may send us a written notice not to have
the federal  income tax  withheld.  Your written  notice is valid for six months
from the date of receipt at American Century.  Even if you plan to roll over the
amount you withdraw to another tax-deferred  account, the withholding rate still
applies to the withdrawn  amount unless we have received a written notice not to
withhold federal income tax within six months prior to the withdrawal.

     When you plan to withdraw,  you may make your  election by  completing  our
Exchange/Redemption  form or an IRS Form W-4P. Call American  Century for either
form.  Your  written  election  is valid  for only six  months  from the date of
receipt at American Century. You may revoke your election at any time by sending
a written notice to us.

     Remember, even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable  portion of your  withdrawal.  If you elect
not to have income tax  withheld or you don't have enough  income tax  withheld,
you may be  responsible  for payment of estimated  tax. You may incur  penalties
under the estimated tax rules if your withholding and estimated tax payments are
not sufficient.


                                                      www.americancentury.com 33


Background Information
- --------------------------------------------------------------------------------

INVESTMENT PHILOSOPHY AND POLICIES

     The  Twentieth  Century  Group  offers 10 equity  funds that  invest in the
stocks  of  growing  companies,  both  domestically  and  internationally.   The
philosophy  behind  these growth funds  focuses on three  important  principles.
First, the funds seek to own successful companies, which we define as those with
growing  earnings  and  revenues.  Second,  we attempt  to keep the funds  fully
invested,  regardless of short-term  market activity.  Experience has shown that
market  gains  can  occur  in  unpredictable   spurts  and  that  missing  those
opportunities can  significantly  limit the potential for gain. Third, the funds
are managed by teams,  rather  than by one "star." We believe  this allows us to
make better, more consistent management decisions.

     In addition to these principles, each fund has its own investment policies:

     TWENTIETH CENTURY ULTRA generally invests in the securities of midsized and
larger companies that exhibit growth.  It will typically have significant  price
fluctuations.

     TWENTIETH  CENTURY  VISTA invests  mainly in the  securities of smaller and
medium-sized firms that exhibit growth. The fund is subject to significant price
volatility but offers high long-term growth potential.  Historically,  small-cap
stocks  have been more  volatile  than the  stocks of larger,  more  established
companies.

COMPARATIVE INDICES

     The following  indices are used in the report to serve as fund  performance
comparisons. They are not investment products available for purchase.

     The  S&P  500  is a  capitalization-weighted  index  of the  stocks  of 500
publicly  traded  U.S.  companies  that are  considered  to be leading  firms in
dominant industries.  Created by Standard & Poor's Corporation, it is considered
to be a broad measure of U.S. stock market performance.

     The S&P MIDCAP 400 is a capitalization-weighted  index of the stocks of the
400 largest  leading  U.S.  companies  not  included in the S&P 500.  Created by
Standard & Poor's Corporation,  it is considered to represent the performance of
mid-cap stocks generally.

     The  RUSSELL  2000  INDEX was  created  by the Frank  Russell  Company.  It
measures the  performance  of the 2,000  smallest of the 3,000 largest  publicly
traded U.S.  companies  based on total market  capitalization.  The Russell 2000
Index represents approximately 10% of the total market capitalization of the top
3,000  companies.  The weighted  average market  capitalization  of the index is
approximately $780 million.

     The  RUSSELL  2500  INDEX was  created  by the Frank  Russell  Company.  It
measures the  performance  of the 2,500  smallest of the 3,000 largest  publicly
traded U.S.  companies  based on total market  capitalization.  The Russell 2500
represents approximately 23% of the total market capitalization of the top 3,000
companies.   The  weighted  average  market   capitalization  of  the  index  is
approximately  $1.7  billion.   The  RUSSELL  2500  GROWTH  INDEX  measures  the
performance of those Russell 2500 companies with higher price-to-book ratios and
higher forecasted growth rates.


[left margin]

PORTFOLIO MANAGERS

ULTRA
     JIM STOWERS III
     BRUCE WIMBERLY
     JOHN SYKORA, CFA

VISTA
     GLENN FOGLE, CFA
     ARNIE DOUVILLE


34      1-800-345-2021


Glossary
- --------------------------------------------------------------------------------

RETURNS

* TOTAL  RETURN  figures  show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

* AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For fiscal year-by-year total returns,  please refer to the "Financial
Highlights" on page 26-31.

INVESTMENT TERMS

* EXPENSE RATIO -- the operating expenses of the fund, expressed as a percentage
of average net assets.  Shareholders pay an annual fee to the investment manager
for  investment  advisory  and  management  services.  The expenses and fees are
deducted from fund income, not from each shareholder account. (See Note 2 in the
Notes to Financial Statements.)

* MEDIAN  MARKET  CAPITALIZATION  -- Market  capitalization  (market cap) is the
total value of a company's  stock and is calculated by multiplying the number of
outstanding  common shares by the current share price.  The company whose market
cap is in the  middle  of the  portfolio  is the  median  market  cap.  Half the
companies in the portfolio  have values  greater than the median,  and half have
values that are less. If there is an even number of  companies,  then the median
is the average of the two companies in the middle.

* NUMBER OF COMPANIES -- the number of different  companies  held by a fund on a
given date.

* PORTFOLIO TURNOVER -- the percentage of a fund's investment  portfolio that is
replaced during a given time period, usually a year. Actively managed portfolios
tend to have higher  turnover than passively  managed  portfolios  such as index
funds.

*  PRICE/BOOK  RATIO -- a stock  value  measurement  calculated  by  dividing  a
company's stock price by its book value per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Book value per share is calculated by
subtracting a company's liabilities from its assets, then dividing that value by
the number of outstanding shares.)

* PRICE/EARNINGS (P/E) RATIO -- a stock value measurement calculated by dividing
a company's stock price by its earnings per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Earnings  per share is  calculated by
dividing the after-tax earnings of a corporation by its outstanding shares.)

TYPES OF STOCKS

*  BLUE-CHIP  STOCKS -- stocks of the most  established  companies  in  American
industry.   They  are  generally  large,   fairly  stable  companies  that  have
demonstrated consistent earnings and usually have long-term growth potential.
Examples include General Electric and Coca-Cola.

* CYCLICAL STOCKS -- generally  considered to be stocks whose price and earnings
fluctuations  tend to follow the ups and downs of the business  cycle.  Examples
include the stocks of  automobile  manufacturers,  steel  producers  and textile
operators.

* GROWTH  STOCKS --  stocks of  companies  that have  experienced  above-average
earnings  growth and are expected to continue  such  growth.  These stocks often
sell at  high  P/E  ratios.  Examples  can  include  the  stocks  of  high-tech,
healthcare and consumer staples companies.

* LARGE-CAPITALIZATION ("LARGE-CAP") STOCKS -- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of more than $5  billion.  These tend to be the stocks  that
make up the Dow Jones Industrial Average and the S&P 500.

*  MEDIUM-CAPITALIZATION  ("MID-CAP") STOCKS --generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of between $1 billion and $5  billion.  These tend to be the
stocks that make up the S&P 400.

* SMALL-CAPITALIZATION ("SMALL-CAP") STOCKS -- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of less than $1  billion.  These tend to be the stocks  that
make up the Russell 2000 Index.

* VALUE STOCKS -- generally  considered to be stocks that are purchased  because
they are relatively inexpensive. These stocks are typically characterized by low
P/E ratios.


                                           www.americancentury.com      35


Notes
- --------------------------------------------------------------------------------


36      1-800-345-2021


[inside back cover]

AMERICAN CENTURY FUNDS
- -------------------------------------------------------------------------------

BENHAM GROUP(reg.sm)
TAXABLE BOND FUNDS
U.S. TREASURY & GOVERNMENT
       Short-Term Treasury
       Short-Term Government
       GNMA
       Intermediate-Term Treasury
       Long-Term Treasury
       Treasury
       Target Maturities Trust: 2000
       Target Maturities Trust: 2005
       Target Maturities Trust: 2010
       Target Maturities Trust: 2015
       Target Maturities Trust: 2020
       Target Maturities Trust: 2025

CORPORATE & DIVERSIFIED
       Limited-Term Bond
       Intermediate-Term Bond
       Bond
       Premium Bond
       High-Yield Bond

INTERNATIONAL
       International Bond

TAX-FREE & MUNICIPAL BOND FUNDS
MULTIPLE-STATE
       Limited-Term Tax-Free
       Intermediate-Term Tax-Free
       Long-Term Tax-Free
       High-Yield Municipal

SINGLE-STATE
       Arizona Intermediate-Term Municipal
       California High-Yield Municipal
       California Insured Tax-Free
       California Intermediate-Term Tax-Free
       California Limited-Term Tax-Free
       California Long-Term Tax-Free
       Florida Intermediate-Term Municipal

MONEY MARKET FUNDS
TAXABLE
       Capital Preservation
       Government Agency Money Market
       Premium Capital Reserve
       Premium Government Reserve
       Prime Money Market

TAX-FREE & MUNICIPAL
       California Municipal Money Market
       California Tax-Free Money Market
       Florida Municipal Money Market
       Tax-Free Money Market

AMERICAN CENTURY(reg.sm) GROUP
ASSET ALLOCATION
       Strategic Allocation: Conservative
       Strategic Allocation: Moderate
       Strategic Allocation: Aggressive

BALANCED
       Balanced

CONSERVATIVE EQUITY
       Income and Growth
       Equity Income
       Value
       Equity Growth

SPECIALTY
       Utilities
       Real Estate
       Global Natural Resources
       Global Gold

SMALL CAP
       Small Cap Quantitative
       Small Cap Value

TWENTIETH CENTURY GROUP
GROWTH
       Select
       Heritage
       Growth
       Ultra

AGGRESSIVE GROWTH
       Vista
       Giftrust
       New Opportunities

INTERNATIONAL GROWTH
       International Growth
       International Discovery
       Emerging Markets

GLOBAL
       Global Growth

Please call for a prospectus  or profile on any  American  Century  fund.  These
documents contain important information including charges and expenses,  and you
should read them carefully before you invest or send money.

[right margin]

[american century logo(reg.sm)]
American
Century


P.O. BOX 419200
KANSAS CITY, MISSOURI
64141-6200

INVESTOR SERVICES:  1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE:  1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:   1-800-634-4113 OR 816-444-3485

FAX: 816-340-7962

INTERNET: WWW.AMERICANCENTURY.COM


AMERICAN CENTURY MUTUAL FUNDS INC.

INVESTMENT MANAGER

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

KANSAS CITY, MISSOURI

THIS  REPORT AND THE  STATEMENTS  IT  CONTAINS  ARE  SUBMITTED  FOR THE  GENERAL
INFORMATION OF OUR  SHAREHOLDERS.  THE REPORT IS NOT AUTHORIZED FOR DISTRIBUTION
TO  PROSPECTIVE  INVESTORS  UNLESS  PRECEDED  OR  ACCOMPANIED  BY  AN  EFFECTIVE
PROSPECTUS.

FUNDS DISTRIBUTOR, INC.
(c) 1998 AMERICAN CENTURY SERVICES CORPORATION




[back cover]

American Century Investments                                     BULK RATE
P.O. Box 419200                                              U.S. POSTAGE PAID
Kansas City, MO 64141-6200                                   AMERICAN CENTURY
www.americancentury.com                                          COMPANIES



9812                                                     Funds Distributor, Inc.
SH-BKT-14472                      (c)1998 American Century Services Corporation
<PAGE>
[front cover]
                                                             OCTOBER 31, 1998

ANNUAL REPORT
- -----------------
AMERICAN CENTURY

   [graphic of globe, U.S. Currency, and money managers overlooking monitors]

TWENTIETH CENTURY GROUP
- -----------------------
GIFTRUST

                                                 [american century logo(reg.sm)]
                                                                        American
                                                                         Century
[inside front cover]

AMERICAN CENTURY BROKERAGE
- --------------------------------------------------------------------------------

We're  pleased to introduce  American  Century's new  brokerage  service,  which
offers a wide range of investment options and features:

    o FundChoice  Service--Invest  in over 8,000  no-load and load mutual  funds
      from hundreds of different fund companies, many with no transaction fees

    o Buy individual stocks and bonds

    o 24-hour  Internet  and  automated  phone  trades are just $24.95 for up to
      1,000 shares of stock, and 2 cents per share thereafter

    o Strong research  capability 
      * Build and track model portfolios
      * Get news, quotes and charts
      * Check free Standard & Poor's stock reports
      * Access Wall Street on Demand(tm),  a research  service with over 500,000
        reports on industry trends, corporate earnings, and mutual fund analysis

    o Track your brokerage account on one easy-to-read statement

    o Unlimited  check writing and a Gold  MasterCard(reg.tm)  ATM/debit card an
      American Century Brokerage Access AccountSM (minimum $10,000)

To talk with a Brokerage Associate, call 1-888-345-2071.

WHAT'S NEW . . .

               We now have FOUR-PAGE PROFILES of many of our funds. The profiles
           follow a standard  SEC format and allow  investors  to compare  funds
           easily.  You can  request  a  profile  or the full  prospectus.  Full
           prospectuses  contain more  detailed  fund  information  and you will
           continue to receive one after investing.

               In 1999, we will roll out SIMPLIFIED  PROSPECTUSES that highlight
           important  information about our funds,  including fees and expenses.
           More   technical   data  will  be  in  the  Statement  of  Additional
           Information.

On the Cover:

Kevin  Lewis  and  Cindy  Brown  are part of the  investment  group at  American
Century.


[left margin]

TWENTIETH CENTURY GROUP
GIFTRUST
(TWGTX)


Our Message to You
- --------------------------------------------------------------------------------

[photo James E. Stowers III and James E. Stowers, Jr.]
James E. Stowers III, seated, with James E. Stowers, Jr.

     This report covers an  investment  year filled with sharp  contrasts.  Many
popular  market  averages  set  records  early in the year,  lifted by a healthy
economy, low inflation and widespread market optimism, then tumbled dramatically
as the outlook for the U.S. economy and corporate  earnings turned  pessimistic,
almost  overnight.  The mood swing in market  psychology seemed especially sharp
after the  gains of the last  several  years--gains  that  were  interrupted  by
relatively few, and very shallow, downdrafts.

     Often forgotten in the earlier, heady atmosphere,  was the wide performance
disparity at work in the market.  For the year,  large stocks  outperformed  the
small stocks in that sector by a significant  margin. That margin widened in the
second  half of the  year,  when  small  caps  dropped  sharply  in the  face of
uncertainty over global economic conditions and the strength of the U.S.
economy.

     Given the gains of the last several years,  and the low market  volatility,
it is understandable  that many  investors--especially  those who are new to the
stock market--might find the broad market price swings we've seen in 1998 fairly
stressful.  In our experience,  these swings are an inevitable,  even necessary,
part  of  the  investment  process.   They  often  set  the  stage  for  further
advances--which,  in  fact,  we saw  in  November.  But  whatever  the  market's
direction,  it does not pay to get  caught up in its  excesses,  whether  overly
optimistic or overly  pessimistic.  If you have an investment  plan, try to stay
with it. If you don't have a plan, this might be a good time to develop one.

     Turning to the  corporate  front,  it is our pleasure to announce  that Jim
Stowers III is now overseeing the management teams of our domestic growth funds:
Growth, Select, Ultra, Heritage, Vista, Giftrust, and New Opportunities.  In his
new role,  Jim will work  directly  with the  equity  teams  that run the funds'
day-to-day operations.  This change is yet another important step in our ongoing
effort to bring our funds' performance up to shareholders' expectations.

     In  addition  to his new  duties,  Jim  will  continue  to head  the  Ultra
portfolio team and will remain American Century's Chief Executive Officer.

     We appreciate your investment with American Century.

Sincerely,

/s/James E. Stowers, Jr.                      /s/James E. Stowers III
Chairman of the Board and Founder             Chief Executive Officer


[right margin]

                    Table of Contents

   Report Highlights ......................................................    2
   Market Perspective .....................................................    3

GIFTRUST
   Performance Information ................................................    5
   Management Q&A .........................................................    6
   Portfolio at a Glance ..................................................    6
   Top Ten Holdings .......................................................    7
   Top Five Industries ....................................................    7
   Types of Investments ...................................................    8
   Schedule of Investments ................................................    9
   Financial Highlights ...................................................   17

FINANCIAL STATEMENTS
   Statement of Assets and
     Liabilities ..........................................................   12
   Statement of Operations ................................................   13
   Statements of Changes
     in Net Assets ........................................................   14
   Notes to Financial
     Statements ...........................................................   15

OTHER INFORMATION
   Independent Auditors'
     Report ...............................................................   18
   Background Information
      Investment Philosophy
        and Policies ......................................................   19
      Comparative Indices .................................................   19
      Portfolio Managers ..................................................   19
   Glossary ...............................................................   20


                                                www.americancentury.com       1


Report Highlights
- --------------------------------------------------------------------------------

MARKET PERSPECTIVE

*    Although  stocks set records  during the first seven  months of the year, a
     sell-off began in early July and  accelerated  into October,  pulling small
     stocks lower.

*    Until July, the  outperformance  of a relatively  small number of large and
     midsize  stocks  masked  much  weaker  returns  in the  rest of the  equity
     universe.

*    Even with the  downturn  this year,  the  recession of  1990-1991,  and the
     favoritism shown the most popular large stocks,  small stocks have produced
     respectable  results  during the '90s.  The Russell  2000's  average annual
     return was 11.40% from January 1, 1990 to October 31, 1998, compared to its
     20-year average of 14.40%.

*    In general, U.S. business is productive and streamlined, which bodes well
     for the economy. But we are probably in a more moderate phase of the
     economic cycle--one marked by low inflation and global overcapacity.

*    We  believe  small  stocks  look  relatively  inexpensive.  Companies  with
     sustainable  revenue and  earnings  growth  could be today's  bargains  and
     tomorrow's winners.

GIFTRUST

*    Giftrust's  performance  was  undistinguished  during fiscal 1998. The fund
     roughly doubled the loss of its benchmark, the Russell 2000 Growth Index.

*    This short-term record is not one we are proud of. Both our investment team
     and top  management at American  Century are making every effort to improve
     results and preserve Giftrust's exceptional long-term record.

*    In  the  past,  Giftrust  has  snapped  back  from  occasional  periods  of
     underperformance.  We think the fund is positioned to take advantage of any
     recovery in the small- and mid-cap stock sectors which have been under huge
     pressure the last few years.

*    Although our basic  investment  strategy  has not  changed,  we are working
     diligently to improve our execution of that strategy.  In addition, we have
     enlarged our investment team.

*    Returns  were hurt this  year  because  several  large  positions  suffered
     earnings  disappointments.  Holdings in the energy,  business services, and
     healthcare fields were weak.

*    We did  well  with  selected  broadcasters,  retailers,  medical  equipment
     makers, and semiconductor manufacturers, though share prices were unusually
     volatile.

*    We recognize  that many  children's  educations  are riding on how Giftrust
     performs,  and we are  dedicated  to  generating  the  competitive  returns
     necessary to help make that possible.


[left margin]

"WE BELIEVE SMALL STOCKS LOOK RELATIVELY INEXPENSIVE. COMPANIES WITH SUSTAINABLE
REVENUE AND EARNINGS GROWTH COULD BE TODAY'S BARGAINS AND TOMORROW'S WINNERS."


             GIFTRUST (TWGTX)
TOTAL RETURNS:              AS OF 10/31/98
    6 Months                    -32.55%*
    1 Year                      -31.55%
NET ASSETS:              $757.4 million
INCEPTION DATE:               11/25/83

* Not annualized.

Investment terms are defined in the Glossary on page 20.


2      1-800-345-2021


Market Perspective from Robert C. Puff, Jr.
- --------------------------------------------------------------------------------

[photo Robert C. Puff, Jr.]
Robert C. Puff, Jr., Chief Investment Officer of American Century Investment
Management

MARKET PSYCHOLOGY:  THE RETURN OF FEAR

     Sometimes a little pain can go a long way. This was certainly the case over
the final four months of our fiscal year (July-October)--a period that marked an
abrupt change in market psychology. Financial markets are motivated by greed and
fear, and during the '90s, greed has enjoyed a long run. In mid-July,  after the
S&P 500 peaked,  fear returned to the stock  market.  Its entrance was dramatic,
but not terribly surprising. Market declines are a normal part of the investment
process.  Although they have been notably absent in the 1990s,  in prior decades
moderate  corrections  of  10%  happened  about  once  a year  and  more  severe
corrections  of up to 15% occurred  about once every two years.  A correction in
the 20% range occurred roughly every three to four years. On a historical basis,
a correction was overdue.

     The decline in the S&P 500 accelerated into early October,  propelled by an
increasingly  restrained  outlook for  corporate  earnings,  apprehension  about
further economic and political  deterioration in Southeast Asia and Russia,  and
stubbornly elevated short-term interest rates in the United States. Serious talk
of a U.S. recession also surfaced.

     Money that had been  earmarked for the stock market  instead  sought a safe
haven in U.S.  Treasurys  and a few popular  megastocks.  Banks pulled back from
lending,  and  professional  investors  were shaken by the  problems at a large,
well-known  hedge fund.  While many of the pros panicked,  individual  investors
generally stayed the course and used the decline as a buying opportunity.

ONCE AGAIN, SIZE MATTERED

     August  saw a sharp  decline  of  14.56% in the S&P 500  Index.  Especially
disturbing,  at  least  psychologically,  was the  sell-off  in the  handful  of
blue-chip stocks that had accounted for much of the S&P 500's performance during
the last several years. In general,  the returns of larger stocks have been very
impressive  compared  with small and midsize  stocks.  From January 1994 through
October 1998,  large stocks  outperformed  smaller  stocks 14 out of 19 calendar
quarters.  However,  closer analysis  revealed that the strong  performance of a
relatively  limited number of blue-chip and midsize  companies  masked the price
deterioration  of the vast majority of the other 9,000 stocks traded in the U.S.
For example,  through  September  30 of this year,  fewer than 20 of the largest
stocks in the S&P 500 Index  were  responsible  for almost  100% of the  index's
performance.  Most stocks were  correcting  well before the decline in the major
market indices began.

A GOOD PLACE TO WORK  AND INVEST

     Still,  as the chart on page 4  illustrates,  U.S. stock returns since 1990
have been robust,  even with the  recession of 1990-1991  and this year's market
decline.  The Russell  2000's  average  annual  return from January 1, 1990,  to
October 31, 1998, was a respectable 11.40%.  However, this was below the index's
20-year average of 14.40%.  Large stocks posted the most impressive gains during
the decade.


[right margin]

"...THROUGH SEPTEMBER 30 OF THIS YEAR, FEWER THAN 20 OF THE LARGEST STOCKS IN
THE S&P 500 INDEX WERE RESPONSIBLE FOR ALMOST 100% OF THE INDEX'S PERFORMANCE."

MARKET RETURNS
FOR THE YEAR ENDED OCTOBER 31, 1998
S&P 500                                21.96%
S&P MIDCAP 400                          6.71%
RUSSELL 2000                          -11.84%


Source: Lipper Analytical Services, Inc.

These   indices    represent   the   performance   of   large-,    medium-   and
small-capitalization stocks.

[line chart - data below]

MARKET PERFORMANCE (GROWTH OF $1.00)
FOR THE YEAR ENDED OCTOBER 31, 1998

                    S&P 500          S&P Mid-Cap 400          Russell 2000
10/31/97             $1.00                $1.00                   $1.00
11/30/97             $1.05                $1.01                   $0.99
12/31/97             $1.06                $1.05                   $1.01
1/31/98              $1.08                $1.03                   $0.99
2/28/98              $1.15                $1.12                   $1.07
3/31/98              $1.21                $1.17                   $1.11
4/30/98              $1.23                $1.19                   $1.12
5/31/98              $1.20                $1.14                   $1.06
6/30/98              $1.25                $1.15                   $1.06
7/31/98              $1.24                $1.10                   $0.97
8/31/98              $1.06                $0.90                   $0.79
9/30/98              $1.13                $0.98                   $0.85
10/31/98             $1.22                $1.07                   $0.88

Value on 10/31/98
S&P 500             $1.22
S&P MidCap 400      $1.07
Russell 2000        $0.88


                                             www.americancentury.com      3


Market Perspective from Robert C. Puff, Jr.
- --------------------------------------------------------------------------------
                                                                    (Continued)

     All things  considered,  the U.S.  is a pretty  good place to be. We have a
sound  economy,  a  stable  government,   a  generally   reasonable   regulatory
environment,  and a culture that values creativity and  entrepreneurialism.  The
recent national  elections  suggest that our political  attitudes remain solidly
practical and centrist. Our corporate sector is strong and relatively lean. Many
businesses   have   streamlined   operations  and  enhanced   productivity   via
increasingly powerful--and less expensive--technology.  Response time to changes
in economic  activity and product  demand is quite low.  Economist  Adam Smith's
"invisible hand" continues to be active in getting  businesses to prune,  manage
costs,  and move toward greater  efficiencies.  Overall,  it is a rich,  dynamic
process.

     The Federal  Reserve has done a good job, too. It has kept  interest  rates
stable,  but has been  reasonable  and flexible in its approach,  lowering rates
three  times this fall (its first such move since  1995) to help  stimulate  the
economy.

A DIFFERENT PHASE  OF GROWTH

     We are  probably now in a different,  more  moderate  phase of the economic
cycle.  There  is,  quite  frankly,   too  much  of  almost   everything--except
understanding.  As an example, the global production capacity for automobiles is
estimated to be roughly 28-29 million per year, or about 50% higher than demand.
Much the same is true for other key  commodities,  including  basic  foodstuffs,
steel,  petrochemicals,  and energy.  Overcapacity  and global  competition have
eliminated pricing flexibility from the marketplace, and have contributed to the
lowest  inflation  in more  than 30  years.  Lower  interest  rates may help the
situation,  but I doubt  they will have much  impact on demand,  at least  right
away. Lowering rates at this stage is, in effect, like pushing on a string. Many
consumers already have all they need; lower rates won't necessarily  induce them
to buy more.

     At some  point,  of  course,  overcapacity  will  dissipate  as many of the
world's economies begin to grow again. There are already signs, for example,  of
a more responsible  approach to the Japanese banking and economic crises. But in
the current  environment,  deflation remains a threat, and  countries--including
our  own--may  be  tempted  to  fall  into  the  trap  of  protectionism.   U.S.
manufacturers  have already  petitioned for tariffs to counteract the dumping of
steel and wheat by foreign producers.  Trade with Asia is largely one-way: Ships
arrive full at our ports but travel  empty on the return  trip.  If growth slows
too much,  business will lose enthusiasm for new ventures,  and the economy will
contract.  That is the worst-case scenario,  but, in my view, it is not the most
likely.

SMALL STOCKS: GROWTH IS INEXPENSIVE

     We have been in a relatively  narrow market for the last few years.  Should
the market broaden, and reward stocks for their earnings strength and not simply
for their size, we believe the earnings acceleration discipline will do well. By
a number of measures,  including  price-earnings ratios, growth in the small-cap
sector is as inexpensive  (with but a few exceptions) as it has been in decades.
As always,  marginal  companies will continue to have problems.  However,  those
smaller  firms that have built solid  positions  in their  markets and have deep
enough  pockets  to get past the  rough  spots  could be  today's  bargains  and
tomorrow's winners.


[left margin]

"ALL THINGS  CONSIDERED,  THE U.S. IS A PRETTY GOOD PLACE TO BE. WE HAVE A SOUND
ECONOMY, A STABLE GOVERNMENT, A GENERALLY REASONABLE REGULATORY ENVIRONMENT, AND
A CULTURE THAT VALUES CREATIVITY AND ENTREPRENEURIALISM."


[line chart - data below]

MARKET PERFORMANCE (GROWTH OF $1.00)
FROM JANUARY 1, 1990, TO OCTOBER 31, 1998

                    S&P 500         S&P Mid-Cap 400          Russell 2000
1/1/90               $1.00               $1.00                   $1.00
12/31/90             $0.97               $0.95                   $0.81
12/31/91             $1.26               $1.42                   $1.18
12/31/92             $1.36               $1.59                   $1.39
12/31/93             $1.50               $1.82                   $1.66
12/31/94             $1.52               $1.75                   $1.63
12/31/95             $2.08               $2.29                   $2.09
12/31/96             $2.56               $2.73                   $2.43
12/31/97             $3.41               $3.61                   $2.98
10/31/98             $3.91               $3.66                   $2.59

Value on 10/31/98
S&P 500             $3.91
S&P MidCap 400      $3.66
Russell 2000        $2.59

Source: Lipper Analytical Services, Inc.


4      1-800-345-2021


Giftrust--Performance
- --------------------------------------------------------------------------------

TOTAL RETURNS AS OF OCTOBER 31, 1998

                                                                  RUSSELL
                                               GIFTRUST         2000 GROWTH
6 MONTHS(1) .................................  -32.55%            -23.47%
1 YEAR ......................................  -31.55%            -15.86%
- --------------------------------------------------------------------------------
AVERAGE ANNUAL RETURNS
3 YEARS .....................................   -8.53%              4.93%
5 YEARS .....................................    3.79%              6.66%
10 YEARS ....................................   16.12%              9.85%
LIFE OF FUND(2) .............................   15.36%              7.69%(3)

(1) Returns for less than one year are not annualized.

(2) Inception was 11/25/83.

(3) Return since 11/30/83,  the date nearest the fund's inception for which data
    are available.

See pages 19 and 20 for  information  about the Russell  2000  Growth  Index and
returns.

[mountain chart - data below]

PERFORMANCE OF $10,000 OVER 10 YEARS

Value on 10/31/98
Giftrust                 $44,578
Russell 2000 Growth      $25,577

                    Giftrust      Russell 2000 Growth Index
10/31/88            $10,000               $10,000
10/31/89            $14,982               $11,872
10/31/90            $12,019                $8,745
10/31/91            $21,519               $14,563
10/31/92            $23,742               $14,510
10/31/93            $37,002               $18,526
10/31/94            $43,940               $18,357
10/31/95            $58,229               $22,137
10/31/96            $63,889               $25,087
10/31/97            $65,135               $30,398
10/31/98            $44,578               $25,577

$10,000 investment made 10/31/88

The chart at left shows the performance of a $10,000 investment in the fund over
10 years, while the chart below shows the fund's year-by-year  performance.  The
Russell  2000  Growth  Index is provided  for  comparison  in each  chart.  Past
performance does not guarantee future results.  Investment  return and principal
value will fluctuate, and redemption value may be more or less than the original
cost.  Giftrust's total returns include operating  expenses (such as transaction
costs and management  fees) that reduce returns,  while the total returns of the
Russell 2000 Growth Index do not.

[bar chart - data below]

ONE-YEAR RETURNS OVER 10 YEARS (PERIODS ENDED OCTOBER 31)

                Giftrust       Russell 2000 Growth
10/89            49.81%             18.72%
10/90           -19.77%            -26.34%
10/91            79.04%             66.53%
10/92            10.32%             -0.36%
10/93            55.84%             27.67%
10/94            18.75%             -0.91%
10/95            32.52%             20.59%
10/96             9.72%             13.33%
10/97             1.95%             21.08%
10/98           -31.55%            -15.86%


                                                     www.americancentury.com   5


Giftrust--Q&A
- --------------------------------------------------------------------------------

[photo Chris Boyd and John Seitzer]
Chris Boyd and John Seitzer, portfolio managers on Giftrust

     An interview  with Chris Boyd and John Seitzer,  portfolio  managers on the
Giftrust investment team.

WHAT WAS GIFTRUST'S RETURN FOR ITS FISCAL YEAR ENDED OCTOBER 31, 1998?

     Giftrust  was down 31.55%.  Its  benchmark  index,  the Russell 2000 Growth
Index, which is made up of smaller growth stocks, lost 15.86% for the year. When
you measure performance in terms of fiscal years (November - October),  this was
Giftrust's  worst  showing  versus its benchmark  since the fund's  inception in
1983. Obviously, we're not proud of that, and our investment team along with our
top investment officers have spent a great deal of time trying to understand the
reasons for the fund's poor showing and making changes to improve returns.

     As  a  firm,   American  Century  is  committed  to  improving   Giftrust's
performance  and getting it back among the leaders in the mutual fund  industry.
As the  Stowerses  indicated in their  message on page 1, CEO Jim Stowers III is
now  working  closely  with the  Giftrust  team to  ensure  that our  long-held,
earnings-based investment strategy is applied with consistency and discipline.

     In the  past,  Giftrust  has  snapped  back and more than  compensated  for
periods of weakness.  Since its  inception  on November  25, 1983,  the fund has
generated an average  annual return of 15.36%,  well ahead of the 7.69% produced
by the Russell 2000 Growth.*  We're not trying to take credit for those numbers,
but we  believe  Giftrust  is a good  long-term  investment--despite  periods of
underperformance and higher volatility than more conservative funds.

CAN YOU IDENTIFY THE PRIMARY REASONS GIFTRUST STRUGGLED THIS YEAR?

     We believe there were three factors:  Small-cap stocks were extremely weak;
Giftrust's  portfolio  was (and  is) more  concentrated  and  volatile  than its
benchmark; and we had difficulty with our stock selection.

     As we mentioned in our last report,  the economic turmoil in Southeast Asia
hurt profits and revenues at many small companies.  As the Asian "flu" spread to
other  parts of the  world,  there was talk of a  recession  in the U.S.  and an
intense  search for safe havens,  such as U.S.  Treasury bonds and the bluest of
the  blue-chip  stocks.  The  general  atmosphere  was  extremely   risk-averse.
Companies  that  disappointed  market  expectations,  even just  slightly,  were
severely punished.  Some small stocks dropped 30-50%--or  more--very quickly. It
was one of the most turbulent times we've seen.

     The  portfolio's  concentration,  which  can help  performance  in a strong
market,  also hurt us badly this year. We held several  positions that were over
4% of portfolio  holdings.  By comparison,  the largest positions in the Russell
2000 Growth are around .50%, and the index

*The return for the Russell  2000 Growth Index is from  November  30, 1983,  the
 month-end closest to Giftrust's inception.  Past performance does not guarantee
 future results.


[left margin]

"IN THE PAST, GIFTRUST HAS SNAPPED BACK AND MORE THAN COMPENSATED FOR PERIODS OF
WEAKNESS  SINCE ITS  INCEPTION ON NOVEMBER 25, 1983,  THE FUND HAS  GENERATED AN
AVERAGE ANNUAL RETURN OF 15.36%, WELL AHEAD OF THE 7.69% PRODUCED BY THE RUSSELL
2000 GROWTH."

PORTFOLIO AT A GLANCE
                                                10/31/98         10/31/97
NO. OF COMPANIES                                  105               67
MEDIAN P/E RATIO                                 26.4              31.8
MEDIAN MARKET                                    $1.16             $760
  CAPITALIZATION                                BILLION           MILLION
PORTFOLIO TURNOVER                               147%              118%
EXPENSE RATIO                                    1.00%             1.00%

Investment terms are defined in the Glossary on page 20.


6      1-800-345-2021


Giftrust--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

is also made up of far more companies  than Giftrust.  Because of these factors,
the Russell 2000 Growth is less volatile than the Giftrust portfolio.

     Finally,  our  stock  selection  was not as good as we  would  have  liked.
Returns  were  hampered  by  several  large  positions  that  suffered  earnings
disappointments  and fell  sharply.  Two  examples are Applied  Graphics,  which
provides   computerized   formatting  for  the  publishing  industry,   and  Kos
Pharmaceuticals,  a biotech company that developed a cholesterol-lowering  drug.
Kos's new drug,  Niaspan,  failed to take off as  strongly as  anticipated,  and
Applied Graphics stumbled when management's attention was diverted from its core
operations to focus on integrating an acquisition.  Another  holding,  Concentra
Managed Care, which was building share in the workmen's  compensation  market by
acquiring physicians' groups, had trouble finalizing acquisitions of some of its
targeted  clinics.  Finally,  NBTY, a  manufacturer  and marketer of nutritional
supplements,   ran  into  increased  competition.  The  lack  of  liquidity  (or
tradability) of small stocks compounded the problem. When these stocks sold off,
they tended to do so very  rapidly  because  buyers  pulled  back.  Prices often
didn't stabilize until much lower levels were reached.

BEFORE WE DISCUSS THE PORTFOLIO IN MORE DETAIL,  WHAT ARE YOU DOING  DIFFERENTLY
TO IMPROVE PERFORMANCE?

     We've made a number of changes  that we believe  will help.  One step we've
taken is to  increase  the  size of  Giftrust's  investment  team.  We've  added
analysts  and another  portfolio  manager.  We also work more closely with other
American  Century  investment  teams and exchange  ideas.  This creates  greater
synergy  throughout our investment  group.  We've also diversified the portfolio
with more holdings across a wider variety of sectors and industries.

     Giftrust's core investment  strategy hasn't changed.  The foundation of our
investment process remains accelerating revenues and earnings.

     However,  we are also paying more  attention  to the quality of revenue and
earnings  growth.  We  prefer  companies  that  are  generating  solid  internal
growth--instead  of  those  growing  through   acquisitions--and   that  have  a
significant  share of their market.  Growth via  acquisitions was a problem with
Applied  Graphics.  The merged  company had a good stable of  customers,  GM and
Disney to name two.  But its  management  team  stretched  itself  too thinly in
trying to bring on a large acquisition.

FROM A BROADER PERSPECTIVE, WHICH AREAS HURT PERFORMANCE AND WHICH HELPED?

     On the minus side,  energy,  business  services,  and healthcare were weak.
Trico Energy Services,  an oil service company that does business in the Gulf of
Mexico,  was hit by falling  energy prices,  a result of the Asian crisis.  When
prices fell, oil drillers cut back activity,  which, in turn,  slowed demand for
Trico's fleet of service vessels. Two stocks mentioned earlier, Applied Graphics
and Contentra, constrained results in business services and healthcare.

     On the plus side,  broadcasting,  retailers,  environmental  services,  and
pharmaceuticals  produced  positive  returns.  In the  broadcast  area,  we took
profits  in Clear  Channel  Communications,  Jacor  Communications,  and  Heftel
Broadcasting. These companies have portfolios of radio and/or television
stations in growing markets.

     Our most  successful  retailer  was Family  Dollar  Stores,  a  value-added
discount chain. Allied Waste Industries,


[right margin]

TOP TEN HOLDINGS
                                       % OF FUND INVESTMENTS
                                        AS OF         AS OF
                                      10/31/98       4/30/98

NOVA CORP.                              2.8%             --

VITESSE
     SEMICONDUCTOR CORP.                2.5%           2.8%

FAMILY DOLLAR
     STORES, INC.                       2.4%           2.5%

EXPRESS SCRIPTS,
     INC. CL A                          2.4%           1.2%

CSG SYSTEMS
     INTERNATIONAL, INC.                2.2%           1.0%

PATHOGENESIS CORP.                      2.0%           1.5%

UNIPHASE CORP.                          1.8%           2.1%

NCO GROUP, INC.                         1.8%             --

TEKELEC                                 1.7%           2.7%

ADAC LABORATORIES                       1.7%             --



TOP FIVE INDUSTRIES
                                       % OF FUND INVESTMENTS
                                        AS OF         AS OF
                                      10/31/98       4/30/98

BUSINESS SERVICES
     & SUPPLIES                        16.6%           9.1%

COMPUTER SOFTWARE
     & SERVICES                         9.0%          12.6%

ELECTRICAL & ELECTRONIC
     COMPONENTS                         7.7%           6.7%

BIOTECHNOLOGY                           5.6%           6.0%

COMMUNICATIONS
     SERVICES                           4.3%           3.7%


                                             www.americancentury.com      7


Giftrust--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

a well-run garbage and commercial  debris  collector,  was a strong performer in
environmental  services.  Among  our  pharmaceutical-related  holdings,  Express
Scripts,  which manages pharmacy  benefits  programs for employers and insurance
companies,  Pharmaceutical Product Development, and R.P. Scherer, a developer of
drug delivery systems, all did well.

WHICH STOCKS WERE THE BEST PERFORMERS?

     In addition to Family Dollar Stores,  Spine-Tech and Vitesse  Semiconductor
produced solid returns.  Spine-Tech makes spinal  cages--metal  columns that are
inserted between vertebrae when a disc is removed.  Vitesse produces specialized
computer chips for the industrial,  automotive, and telecommunications  markets.
It bounced back after declining in the wake of the Asian crisis.

WHAT ARE SOME OF THE CHANGES IN GIFTRUST'S  LARGER  INDUSTRY AND STOCK  HOLDINGS
THIS YEAR?

     For  the  year,  we  increased   business  services  and  reduced  software
companies.  Business  services  include stocks in the  outsourcing  arena.  U.S.
businesses  continue to look for outside help in solving  problems  beyond their
core  operations,  and we don't  believe  that trend is going to change any time
soon.  Outsourcing  allows  companies to focus on what they do best; it provides
scalability--projects  can be expanded or reined in  quickly.  Resources  can be
deployed or reallocated more  efficiently.  Among our largest business  services
positions  at  year-end  were Nova  Corporation,  a credit card  processor  that
services small and medium businesses, CSG Systems International,  which provides
customer  service and billing for the cable industry,  and NCO Group, a provider
of billing collection services.

     In  software,  we sold CBT  Group,  which  develops  interactive  education
software,  when it experienced a slowdown in earnings.  HBO & Co., a provider of
software to hospitals and physicians'  groups, was reduced after it announced an
acquisition, which we anticipate will slow its growth rate.

     Earlier in the year, PathoGenesis,  a biotech company with a very promising
drug  to  treat  cystic  fibrosis,  was  added  to  the  top 10  holdings.  ADAC
Laboratories,  a rapidly growing developer of imaging and healthcare information
systems, joined the top 10 during the final six months.

WHAT IS YOUR OUTLOOK HEADING INTO  FISCAL 1999?

     Until  October,  small stocks had taken a drubbing.  Many small and midsize
companies  were selling at valuations  not seen in more than a decade.  We think
this  sector will bounce  back,  and we are  continuing  to build  positions  in
companies  with revenue and earnings  acceleration  we believe are  sustainable.
Such companies should fare well when smaller stocks return to favor.

     In closing, we would like to reiterate that Giftrust's performance has been
a serious and ongoing topic of concern at American  Century.  We recognize  that
many  children's  educations  are riding on how  Giftrust  performs,  and we are
dedicated to  generating  the  competitive  returns  necessary to help make that
possible.


[left margin]

"WE THINK THIS SECTOR (SMALL-CAP STOCKS) WILL BOUNCE BACK, AND WE ARE CONTINUING
TO BUILD POSITIONS IN COMPANIES WITH REVENUE AND  EARNINGS ACCELERATION WE
BELIEVE ARE  SUSTAINABLE."

TYPES OF INVESTMENTS IN  THE PORTFOLIO

AS OF OCTOBER 31, 1998
Temporary Cash Investments       9%
Common Stocks                 91.0%

AS OF APRIL 30, 1998
Temporary Cash Investments       2%
Common Stocks                 98.0%


8      1-800-345-2021


Giftrust--Schedule of Investments
- --------------------------------------------------------------------------------

OCTOBER 31, 1998

Shares                     ($ in Thousands)                           Value
- --------------------------------------------------------------------------------

COMMON STOCKS-91.0%

AEROSPACE & DEFENSE--3.8%
                   27,000  Alliant Techsystems Inc.(1)               $  1,890
                  426,000  BE Aerospace, Inc.(1)                        9,186
                   63,800  General Dynamics Corp.                       3,776
                   27,900  Litton Industries, Inc.(1)                   1,820
                   74,400  Newport News Shipbuilding Inc.               1,958
                  250,000  Orbital Sciences Corp.(1)                    8,250
                   32,600  Raytheon Co. Cl B                            1,893
                                                                ---------------
                                                                       28,773
                                                                ---------------

BANKING--3.2%
                   90,000  Centura Banks, Inc.                          6,210
                  180,000  First Tennessee National Corp.               5,709
                  110,000  Marshall & Ilsley Corp.                      5,359
                  150,000  Mercantile Bancorporation Inc.               6,853
                                                                ---------------
                                                                       24,131
                                                                ---------------

BIOTECHNOLOGY--5.6%
                  144,000  Centocor, Inc.(1)                            6,403
                  300,000  IDEC Pharmaceuticals Corp.(1)                8,981
                  360,000  IDEXX Laboratories, Inc.(1)                  8,224
                  379,000  PathoGenesis Corp.(1)                       15,207
                  150,000  Sangstat Medical Corp.(1)                    3,136
                                                                ---------------
                                                                       41,951
                                                                ---------------

BUILDING & HOME IMPROVEMENTS--1.3%

                  560,000  Shaw Industries, Inc.                        9,730
                                                                ---------------

BUSINESS SERVICES & SUPPLIES--16.6%
                  135,000  ABR Information Services, Inc.(1)            2,540
                  245,000  Acxiom Corp.(1)                              6,171
                  450,000  Billing Information Concepts Corp.(1)        6,328
                  140,000  Boron, LePore & Associates, Inc.(1)          3,789
                  390,000  CKS Group, Inc.(1)                           7,386
                  305,000  CSG Systems International, Inc.(1)          16,641
                  210,000  Fiserv, Inc.(1)                              9,778
                  320,600  HA-LO Industries, Inc.(1)                    9,057
                  144,000  International Telecommunication
                              Data Systems, Inc.(1)                     3,442
                  417,000  NCO Group, Inc.(1)                          13,240
                  719,365  Nova Corp.(1)                               20,772
                  256,500  PAREXEL International Corp.(1)(2)            5,667
                  362,900  Pharmaceutical Product
                              Development, Inc.(1)                      9,844
                  260,000  Snyder Communications, Inc.(1)               9,279
                                                                ---------------
                                                                      123,934
                                                                ---------------


Shares                     ($ in Thousands)                          Value
- -------------------------------------------------------------------------------

CHEMICALS & RESINS--0.9%
                  405,000  Catalytica, Inc.(1)                       $  6,556
                                                                ---------------

COMMUNICATIONS EQUIPMENT--3.6%
                  400,600  ANTEC Corp.(1)                               6,622
                  275,000  Polycom, Inc.(1)                             3,592
                   90,000  Superior TeleCom Inc.                        3,870
                  724,300  Tekelec(1)                                  12,969
                                                                ---------------
                                                                       27,053
                                                                ---------------

COMMUNICATIONS SERVICES--4.3%
                  210,000  American Tower Corp. Cl A(1)                 4,594
                  478,500  Crown Castle International Corp.(1)          6,146
                  155,700  Gemstar International Group Ltd.(1)          8,524
                  330,000  IDT Corp.(1)                                 5,496
                  120,000  Pacific Gateway Exchange, Inc.(1)            3,480
                  110,000  PanAmSat Corp.(1)                            4,170
                                                                ---------------
                                                                       32,410
                                                                ---------------

COMPUTER PERIPHERALS--0.6%
                  290,000  Xylan Corp.(1)                               4,658
                                                                ---------------

COMPUTER SOFTWARE & SERVICES--9.0%
                   65,000  American Management
                              System, Inc.(1)                           2,003
                  360,000  BEA Systems, Inc.(1)                         7,054
                   90,900  CIBER, Inc.(1)                               1,784
                  105,100  Concord Communications, Inc.(1)              3,889
                  260,000  HBO & Co.                                    6,817
                  500,000  Health Management
                              Systems, Inc.(1)                          3,391
                  120,000  Keane, Inc.(1)                               3,990
                   45,000  Legato Systems, Inc.(1)                      1,758
                   50,000  Mercury Interactive Corp.(1)                 2,072
                   43,000  Peregrine Systems, Inc.(1)                   1,505
                  450,000  Rational Software Corp.(1)                   9,942
                   96,800  Sapient Corp.(1)                             4,362
                  375,600  Sterling Software, Inc.(1)                   9,836
                   50,000  Veritas Software Corp.(1)                    2,503
                  145,000  Wind River Systems, Inc.(1)                  6,394
                                                                ---------------
                                                                       67,300
                                                                ---------------

CONSUMER PRODUCTS--1.8%
                1,037,200  NBTY, Inc.(1)                                8,265
                  250,400  Twinlab Corp.(1)                             5,556
                                                                ---------------
                                                                       13,821
                                                                ---------------

EDUCATION--1.5%
                  352,500  Sylvan Learning Systems, Inc.(1)            10,883
                                                                ---------------


See Notes to Financial Statements


                             www.americancentury.com
9


Giftrust--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)

OCTOBER 31, 1998

Shares                     ($ in Thousands)                           Value
- --------------------------------------------------------------------------------

ELECTRICAL & ELECTRONIC  COMPONENTS--7.7%
                  250,000  Electronics for Imaging, Inc.(1)          $  6,023
                   83,000  Flextronics International Ltd. ADR(1)        4,313
                  210,000  Microchip Technology Inc.(1)                 5,696
                   90,000  PMC-Sierra, Inc.(1)                          4,044
                  100,000  Power Integrations, Inc.(1)                  1,597
                   23,000  Qlogic Corp.(1)                              2,115
                   45,900  Sanmina Corp.(1)                             1,888
                  270,200  Uniphase Corp.(1)                           13,358
                  572,000  Vitesse Semiconductor Corp.(1)              18,483
                                                                ---------------
                                                                       57,517
                                                                ---------------

ENVIRONMENTAL SERVICES--1.2%
                  405,000  Allied Waste Industries, Inc.(1)             8,720
                                                                ---------------

FINANCIAL SERVICES--0.9%
                  285,600  Heller Financial, Inc.                       6,854
                                                                ---------------

FOOD & BEVERAGE--3.6%
                  550,000  Aurora Foods Inc.(1)                         9,625
                  161,600  Suiza Foods Corp.(1)                         5,272
                  245,000  U.S. Foodservice, Inc.(1)                   11,638
                                                                ---------------
                                                                       26,535
                                                                ---------------

HEALTHCARE--1.1%
                  330,000  Health Management
                              Associates, Inc.(1)                       5,878
                   42,000  Universal Health
                              Services, Inc. Cl B(1)                    2,155
                                                                ---------------
                                                                        8,033
                                                                ---------------

INSURANCE--4.3%
                  170,000  Everest Reinsurance Holdings, Inc.           5,854
                  180,000  Express Scripts, Inc. Cl A(1)               17,612
                  172,400  Fremont General Corp.                        8,512
                                                                ---------------
                                                                       31,978
                                                                ---------------

LEISURE--2.1%
                  110,000  Harley-Davidson, Inc.                        4,263
                   85,000  Imax Corporation(1)                          2,183
                  340,000  King World Productions, Inc.(1)              8,925
                                                                ---------------
                                                                       15,371
                                                                ---------------

MACHINERY & EQUIPMENT--1.9%
                  160,000  Pall Corp.                                   4,040
                  310,000  Premark International, Inc.                  9,823
                                                                ---------------
                                                                       13,863
                                                                ---------------


Shares                     ($ in Thousands)                           Value
- -------------------------------------------------------------------------------

MEDICAL EQUIPMENT & SUPPLIES--3.9%
                  425,000  ADAC Laboratories(1)                      $ 12,538
                   75,200  ResMed Inc.(1)                               3,845
                  190,000  Safeskin Corp.(1)                            4,216
                  226,500  Schein (Henry), Inc.(1)                      8,763
                                                                ---------------
                                                                       29,362
                                                                ---------------

OFFICE EQUIPMENT & SUPPLIES--0.2%
                   95,000  Daisytek International Corp.(1)              1,425
                                                                ---------------

PHARMACEUTICALS--0.6%
                  235,000  IVAX Corp.(1)                                2,233
                   40,800  Medicis Pharmaceutical
                              Corp. Cl A(1)                             2,045
                                                                ---------------
                                                                        4,278
                                                                ---------------

PRINTING & PUBLISHING--0.9%
                  145,000  Consolidated Graphics, Inc.(1)               6,878
                                                                ---------------

RESTAURANTS--1.2%
                  260,000  CKE Restaurants, Inc.                        6,841
                   50,000  Papa John's International, Inc.(1)           1,898
                                                                ---------------
                                                                        8,739
                                                                ---------------

RETAIL (GENERAL MERCHANDISE)--3.3%
                   45,000  99 Cents Only Stores(1)                      2,081
                  160,000  Bed Bath & Beyond Inc.(1)                    4,405
                  995,000  Family Dollar Stores, Inc.                  18,034
                                                                ---------------
                                                                       24,520
                                                                ---------------

RETAIL (SPECIALTY)--2.7%
                  330,000  Action Performance Cos. Inc.(1)              9,735
                  178,600  Guitar Center, Inc.(1)                       3,059
                  180,000  O'Reilly Automotive, Inc.(1)                 7,054
                                                                ---------------
                                                                       19,848
                                                                ---------------

TEXTILES & APPAREL--0.9%
                  460,000  Fruit of the Loom, Inc.(1)                   7,015
                                                                ---------------

TRANSPORTATION--1.8%
                  265,000  Atlas Air, Inc.(1)                           9,143
                  210,000  Avis Rent A Car, Inc.(1)                     4,279
                                                                ---------------
                                                                       13,422
                                                                ---------------

UTILITIES--0.5%
                  169,100  Conectiv, Inc.                               3,868
                                                                ---------------

TOTAL COMMON STOCKS                                                   679,426
                                                                ---------------
   (Cost $668,071)

                                               See Notes to Financial Statements


10      1-800-345-2021


Giftrust--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)

OCTOBER 31, 1998

                           ($ in Thousands)                           Value
- --------------------------------------------------------------------------------

TEMPORARY CASH INVESTMENTS-9.0%

    Repurchase Agreement, BA Security Services
       Inc., (U.S. Treasury obligations), in a joint
       trading account at 5.42%, dated 10/30/98,
       due 11/2/98 (Delivery value $37,617)                          $ 37,600

    Repurchase Agreement, State Street Boston
       Corp., (U.S. Treasury obligations), in a joint
       trading account at 5.35%, dated 10/30/98,
       due 11/2/98 (Delivery value $29,813)                            29,800
                                                                ---------------

TOTAL TEMPORARY CASH INVESTMENTS                                       67,400
                                                                ---------------
   (Cost $67,400)

TOTAL INVESTMENT SECURITIES--100.0%                                  $746,826
                                                                ===============
   (Cost $735,471)

FUTURES CONTRACTS
                               ($ in Thousands)

                                           Underlying
                      Expiration           Face Amount         Unrealized
     Purchased           Date               at Value              Gain
- -------------------------------------------------------------------------------
    65 S&P 500         December
      Futures            1998                $17,960             $1,673
                                       ========================================

NOTES TO SCHEDULE OF INVESTMENTS

ADR = American Depositary Receipt

(1)  Non-income producing.

(2)  Affiliated  Company:  represents  ownership  of at least  5% of the  voting
securities  of the  issuer and is,  therefore,  an  affiliate  as defined in the
Investment Company Act of 1940. (See Note 4 in Notes to Financial Statements for
a summary of  transactions  for each issuer  which is or was an  affiliate at or
during the year ended October 31, 1998.)

- --------------------------------------------------------------------------------
UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  shows  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:

* a list of each investment
* the number of shares of each stock
* the market value of each investment
* the percentage of total investments in each industry
* the percent and dollar breakdown of each investment category

See Notes to Financial Statements

                                                    www.americancentury.com   11


Statement of Assets and Liabilities
- --------------------------------------------------------------------------------

OCTOBER 31, 1998

ASSETS
                                         (In Thousands Except Per-Share Amounts)

Investment securities, at value
  (identified cost of $728,491) (Note 3) ........................     $ 741,159
Investment securities -- affiliated, at value
  (identified cost of $6,980) (Note 3 and Note 4) ...............         5,667
Cash ............................................................           879
Receivable for investments sold .................................        24,963
Receivable for variation margin on futures contracts ............           141
Dividends and interest receivable ...............................           167
                                                                      ---------
                                                                        772,976
                                                                      ---------

LIABILITIES
Disbursements in excess of demand deposit cash ..................         1,221
Payable for investments purchased ...............................        13,749
Payable for capital shares redeemed .............................             5
Accrued management fees (Note 2) ................................           597
                                                                      ---------
                                                                         15,572
                                                                      ---------
Net Assets ......................................................     $ 757,404
                                                                      =========

CAPITAL SHARES, $0.01 PAR VALUE

Authorized ......................................................       200,000
                                                                      =========
Outstanding .....................................................        44,961
                                                                      =========
Net Asset Value Per Share .......................................     $   16.85
                                                                      =========

NET ASSETS CONSIST OF:

Capital (par value and paid in surplus) .........................     $ 893,077
Accumulated net realized loss on investment transactions ........      (148,701)
Net unrealized appreciation on investments (Note 3) .............        13,028
                                                                      ---------
                                                                      $ 757,404
                                                                      =========

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF ASSETS AND  LIABILITIES--This  statement details
what the Fund owns (assets),  what it owes (liabilities),  and its net assets as
of the last day of the period.  If you subtract  what the fund owes from what it
owns, you get the fund's net assets.  The net assets divided by the total number
of shares  outstanding  gives you the price of an individual  share,  or the net
asset value per share.

NET ASSETS are also broken out by capital (money invested by shareholders);  net
investment  income not yet paid to  shareholders or net investment  losses;  net
gains earned on investments  but not yet paid to  shareholders  or net losses on
investments (known as realized gains or losses); and finally, gains or losses on
securities  still  owned  by the  fund  (known  as  unrealized  appreciation  or
depreciation).  This  breakout  tells  you the  value  of net  assets  that  are
performance-related,  such as investment  gains or losses,  and the value of net
assets that are not related to performance,  such as shareholder investments and
redemptions.

                                               See Notes to Financial Statements


12      1-800-345-2021


Statement of Operations
- --------------------------------------------------------------------------------

YEAR ENDED OCTOBER 31, 1998

INVESTMENT LOSS                                                 (In Thousands)

Income:
Interest .......................................................      $   2,824
Dividends ......................................................          1,641
                                                                      ---------
                                                                          4,465
                                                                      ---------

Expenses (Note 2):
Management fees ................................................          9,585
Directors' fees and expenses ...................................              9
                                                                      ---------
                                                                          9,594
                                                                      ---------
Net investment loss ............................................         (5,129)
                                                                      ---------

REALIZED AND UNREALIZED LOSS ON INVESTMENTS (NOTE 3)

Net realized loss on investments (includes $(16,720)
  from affiliates) .............................................       (147,006)
Change in net unrealized appreciation on investments ...........       (188,500)
                                                                      ---------
Net realized and unrealized loss on investments ................       (335,506)
                                                                      ---------
Net Decrease in Net Assets Resulting from Operations ...........      $(340,635)
                                                                      =========

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF  OPERATIONS--This  statement breaks down how the
fund's  net  assets  changed  during  the  period  as a  result  of  the  fund's
operations.  It tells you how much money the fund made or lost after taking into
account income,  fees and expenses,  and investment gains or losses. It does not
include shareholder transactions and distributions.

Fund OPERATIONS include:

* income earned from investments (dividend and interest)
* management fees and other expenses
* gains or losses from selling investments (known as realized gains or losses) 
* gains or losses on current fund holdings (known as unrealized appreciation or
  depreciation)

See Notes to Financial Statements


                                                    www.americancentury.com   13


Statements of Changes in Net Assets
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31, 1998 AND OCTOBER 31, 1997

Increase (Decrease) in Net Assets                                         1998            1997

OPERATIONS                                                                   (In Thousands)

<S>                                                                 <C>              <C>         
Net investment loss ................................................$    (5,129)     $    (6,690)
Net realized gain (loss) on investments ............................   (147,006)          30,092
Change in net unrealized appreciation on investments ...............   (188,500)           4,921
                                                                    -----------      -----------
Net increase (decrease) in net assets resulting from operations ....   (340,635)          28,323
                                                                    -----------      -----------

DISTRIBUTIONS TO SHAREHOLDERS

From net realized gains on investment transactions .................    (29,001)         (27,032)
In excess of net realized gains on investment transactions .........     (1,705)            --
                                                                    -----------      -----------
Decrease in net assets from distributions ..........................    (30,706)         (27,032)
                                                                    -----------      -----------

CAPITAL SHARE TRANSACTIONS

Proceeds from shares sold ..........................................     91,178          144,894
Proceeds from reinvestment of distributions ........................     30,700           27,026
Payments for shares redeemed .......................................    (16,773)         (15,321)
                                                                    -----------      -----------
Net increase in net assets from capital share transactions .........    105,105          156,599
                                                                    -----------      -----------
Net increase (decrease) in net assets ..............................   (266,236)         157,890

NET ASSETS

Beginning of year ..................................................  1,023,640          865,750
                                                                    -----------      -----------
End of year ........................................................$   757,404      $ 1,023,640
                                                                    ===========      ===========

TRANSACTIONS IN SHARES OF THE FUND

Sold ...............................................................      4,100            6,139
Issued in reinvestment of distributions ............................      1,395            1,126
Redeemed ...........................................................       (740)            (631)
                                                                    -----------      -----------
Net increase .......................................................      4,755            6,634
                                                                    ===========      ===========
</TABLE>

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF CHANGES IN NET ASSETS--These statements show how
the fund's net assets  changed over the past two reporting  periods.  It details
how much a fund grew or shrank as a result of:

* operations-a summary of the Statement of Operations from the previous page for
  the most recent period
* distributions-income and gains distributed to shareholders
* share transactions-shareholders' purchases, reinvestments, and redemptions

Net  assets  at the  beginning  of  the  period  plus  the  sum  of  operations,
distributions  to  shareholders  and capital  share  transactions  result in net
assets at the end of the period.

                                               See Notes to Financial Statements


14      1-800-345-2021


Notes to Financial Statements
- --------------------------------------------------------------------------------

OCTOBER 31, 1998

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION -- American  Century Mutual Funds,  Inc. (the  Corporation) is
registered under the Investment  Company Act of 1940 as an open-end  diversified
management  investment  company.  American Century -- Twentieth Century Giftrust
(the Fund) is one of the twelve series of funds issued by the  Corporation.  The
Fund's investment  objective is to seek capital growth by investing primarily in
common stocks. The following  significant  accounting policies are in accordance
with generally accepted accounting principles.

     SECURITY VALUATIONS -- Portfolio securities traded primarily on a principal
securities  exchange are valued at the last reported sales price, or the mean of
the  latest  bid and  asked  prices  where no last  sales  price  is  available.
Securities traded  over-the-counter are valued at the mean of the latest bid and
asked prices or, in the case of certain foreign securities, at the last reported
sales price,  depending on local  convention or regulation.  Debt securities not
traded on a  principal  securities  exchange  are  valued  through a  commercial
pricing  service or at the mean of the most  recent bid and asked  prices.  When
valuations  are not readily  available,  securities  are valued at fair value as
determined in accordance with procedures adopted by the Board of Directors.

     SECURITY  TRANSACTIONS -- Security transactions are accounted for as of the
trade date. Net realized gains and losses are determined on the identified  cost
basis, which is also used for federal income tax purposes.

     INVESTMENT  INCOME -- Dividend  income less foreign taxes withheld (if any)
is  recorded  as of the  ex-dividend  date.  Interest  income is recorded on the
accrual basis and includes accretion of discounts and amortization of premiums.

     FUTURES  CONTRACTS -- The Fund may enter into stock index futures contracts
in order to manage the Fund's exposure to changes in market  conditions.  One of
the risks of entering into futures  contracts  includes the possibility that the
change in value of the contract may not  correlate  with the changes in value of
the underlying  securities.  Upon entering into a futures contract,  the Fund is
required to deposit  either cash or  securities  in an amount equal to a certain
percentage  of  the  contract  value  (initial  margin).   Subsequent   payments
(variation  margin)  are made or  received  daily,  in cash,  by the  Fund.  The
variation  margin is equal to the  daily  change  in the  contract  value and is
recorded as unrealized gains and losses.  The Fund recognizes a realized gain or
loss when the contract is closed or expires.  Net realized and unrealized  gains
or losses  occurring  during  the  holding  period of  futures  contracts  are a
component of realized gain (loss) on  investments  and  unrealized  appreciation
(depreciation) on investments, respectively.

     REPURCHASE AGREEMENTS -- The Fund may enter into repurchase agreements with
institutions that the Fund's  investment  manager,  American Century  Investment
Management,  Inc. (ACIM),  has determined are creditworthy  pursuant to criteria
adopted by the Board of  Directors.  Each  repurchase  agreement  is recorded at
cost. The Fund requires that the collateral, represented by securities, received
in a  repurchase  transaction  be  transferred  to  the  custodian  in a  manner
sufficient  to enable  the Fund to  obtain  those  securities  in the event of a
default under the repurchase  agreement.  ACIM monitors,  on a daily basis,  the
securities  transferred to ensure the value,  including accrued interest, of the
securities  under each repurchase  agreement is equal to or greater than amounts
owed to the Fund under each repurchase agreement.

     JOINT  TRADING  ACCOUNT -- Pursuant  to an  Exemptive  Order  issued by the
Securities  and  Exchange  Commission,  the Fund,  along with  other  registered
investment  companies  having  management  agreements  with ACIM,  may  transfer
uninvested  cash  balances  into a joint  trading  account.  These  balances are
invested in one or more repurchase agreements that are collateralized by U.S.
Treasury or Agency obligations.

     INCOME TAX STATUS -- It is the policy of the Fund to distribute all taxable
income and capital gains to shareholders and to otherwise qualify as a regulated
investment  company under provisions of the Internal Revenue Code.  Accordingly,
no provision has been made for federal or state income taxes.

     DISTRIBUTIONS TO SHAREHOLDERS -- Distributions to shareholders are recorded
on the  ex-dividend  date.  Distributions  from net  investment  income  and net
realized gains are declared and paid annually.

     At October 31, 1998,  accumulated  net realized  capital loss carryovers of
$141,675,075 (expiring 2006) may be used to offset future taxable gains.

     The  character of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes.  These differences  reflect the differing character
of


                                                www.americancentury.com      15


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)

OCTOBER 31, 1998

certain  income items and net gains and losses for  financial  statement and tax
purposes and may result in reclassification among certain capital accounts.

     ADDITIONAL   INFORMATION   --  Funds   Distributor,   Inc.   (FDI)  is  the
Corporation's  distributor.  Certain  officers  of FDI are also  officers of the
Corporation.

- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES

     The  Corporation  has entered  into a Management  Agreement  with ACIM that
provides the Fund with investment  advisory and management  services in exchange
for a single,  unified  management fee. The Agreement provides that all expenses
of the Fund, except brokerage commissions,  taxes,  interest,  expenses of those
directors  who  are  not  considered  "interested  persons"  as  defined  in the
Investment  Company  Act of 1940  (including  counsel  fees)  and  extraordinary
expenses, will be paid by ACIM. The fee is computed daily and paid monthly based
on the Fund's  average daily closing net assets during the previous  month.  The
annual management fee for the Fund is 1.00%.

     Certain  officers and directors of the Corporation are also officers and/or
directors,  and,  as a  group,  controlling  stockholders  of  American  Century
Companies,  Inc., the parent of the Corporation's  investment manager, ACIM, and
the Corporation's transfer agent, American Century Services Corporation.

- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

     Purchases  and  sales  of  investment   securities,   excluding  short-term
investments, were $1,365,866,114 and $1,319,651,339, respectively.

     As  of  October  31,  1998,  accumulated  net  unrealized  appreciation  on
investments  was  $7,674,464,  based on the aggregate  cost of  investments  for
federal  income tax purposes of  $757,111,347,  which  consisted  of  unrealized
appreciation of $75,011,435 and unrealized depreciation of $67,336,971.

- --------------------------------------------------------------------------------
4. AFFILIATED COMPANY TRANSACTIONS

   A summary of transactions  for each issuer which is or was an affiliate at or
during the year ended October 31, 1998, follows:

<TABLE>
                                      SHARE BALANCE    PURCHASE     SALES     REALIZED            OCTOBER 31, 1998
ISSUER(1)                               10/31/97         COST       COST     GAIN (LOSS)    SHARE BALANCE   MARKET VALUE

                                                                        ($ in Thousands)

<S>                                       <C>          <C>       <C>          <C>             <C>             <C>
DONCASTERS plc ADR                        498,900         --     $  9,523     $ (1,393)          --                --
PAREXEL International Corp.               440,000     $ 6,980       9,355        6,142         256,500         $5,667
P-COM, Inc.                             1,300,000         --       16,965        6,737           --                --
Spine-Tech, Inc.                          510,000         --       17,908        8,487           --                --
Teledata Communications                   612,000         --       13,412       (3,948)          --                --
Trico Marine Services, Inc.               890,000         --       20,422        1,224           --                --
Applied Graphics Technologies, Inc.       450,000      24,567      44,209      (33,969)          --                --
                                                     ---------  ----------   -----------                    ------------
                                                      $31,547    $131,794     $(16,720)                        $5,667
                                                     =========  ==========   ===========                    ============
</TABLE>
(1) None of the securities produced income during the period.


16      1-800-345-2021


Giftrust--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                          FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31

                                                    1998            1997            1996           1995             1994

PER-SHARE DATA

<S>                                             <C>             <C>             <C>             <C>             <C>      
Net Asset Value, Beginning of Year ..........   $   25.46       $   25.79       $   25.63       $   20.50       $   19.23
                                                ---------       ---------       ---------       ---------       ---------
Income From Investment Operations
  Net Investment Loss .......................       (0.12)(1)       (0.18)(1)       (0.20)(1)       (0.16)(1)       (0.10)
  Net Realized and Unrealized Gain (Loss)
  on Investment Transactions ................       (7.74)           0.63            2.46            6.37            3.28
                                                ---------       ---------       ---------       ---------       ---------
  Total From Investment Operations ..........       (7.86)           0.45            2.26            6.21            3.18
                                                ---------       ---------       ---------       ---------       ---------
Distributions
  From Net Realized Gains
  on Investment Transactions ................       (0.75)          (0.78)          (2.10)          (1.08)          (1.91)
  In Excess of Net Realized Gains ...........       --(2)            --              --              --              --
                                                ---------       ---------       ---------       ---------       ---------
  Total Distributions .......................       (0.75)          (0.78)          (2.10)          (1.08)          (1.91)
                                                ---------       ---------       ---------       ---------       ---------
Net Asset Value, End of Year ................   $   16.85       $   25.46       $   25.79       $   25.63       $   20.50
                                                ---------       ---------       ---------       ---------       ---------
Total Return(3) .............................      (31.55)%          1.95%           9.72%          32.52%          18.75%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
  to Average Net Assets .....................        1.00%           1.00%           0.98%           0.98%           1.00%
Ratio of Net Investment Loss
  to Average Net Assets .....................       (0.54)%         (0.74)%         (0.80)%         (0.70)%         (0.70)%
Portfolio Turnover Rate .....................         147%            118%            121%            105%            115%
Net Assets, End of Year (in millions) .......   $     757       $   1,024       $     866       $     561       $     266
</TABLE>

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

(2)  Distributions in excess of net realized gains were less than $0.005
     per share.

(3)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any.

- --------------------------------------------------------------------------------
UNDERSTANDING THE FINANCIAL  HIGHLIGHTS--This  statement itemizes current period
activity and  statistics and provides  comparison  data for the last five fiscal
years.

On a per-share basis, it includes:

* share price at the beginning of the period

* investment income and capital gains or losses

* income and capital gains distributions paid to shareholders

* share price at the end of the period

It also includes some key statistics for the period:

* total return--the overall percentage return of the fund, assuming reinvestment
  of all distributions

* expense ratio--operating expenses as a percentage of average net assets

* net income ratio--net investment income as a percentage of average net assets

* portfolio  turnover--the  percentage of the portfolio that was replaced during
  the period

See Notes to Financial Statements


                                                    www.americancentury.com   17


Independent Auditors' Report
- --------------------------------------------------------------------------------

The Board of Directors and Shareholders,
American Century Mutual Funds, Inc.:

   We have  audited  the  accompanying  statement  of  assets  and  liabilities,
including the schedule of investments,  of American Century -- Twentieth Century
Giftrust Fund (the "Fund"),  one of the funds comprising American Century Mutual
Funds, Inc., as of October 31, 1998, and the related statement of operations for
the year  then  ended and  changes  in net  assets  for each of the years in the
two-year period then ended,  and the financial  highlights for each of the years
in the five-year period then ended. These financial statements and the financial
highlights are the responsibility of the Fund's  management.  Our responsibility
is to  express  an  opinion  on these  financial  statements  and the  financial
highlights based on our audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned at October
31,  1998 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

   In our opinion,  such financial  statements and financial  highlights present
fairly, in all material respects,  the financial position of American Century --
Twentieth  Century  Giftrust  Fund as of October  31,  1998,  the results of its
operations,  the changes in its net assets, and the financial highlights for the
respective  stated  periods in conformity  with  generally  accepted  accounting
principles.

Deloitte & Touche LLP
Kansas City, Missouri
December 8, 1998


18      1-800-345-2021


Background Information
- --------------------------------------------------------------------------------

INVESTMENT PHILOSOPHY AND POLICIES

     The  Twentieth  Century  Group  offers 10 equity  funds that  invest in the
stocks  of  growing  companies,  both  domestically  and  internationally.   The
philosophy  behind  these growth funds  focuses on three  important  principles.
First,  the funds  seek to invest in  successful  companies,  which we define as
those with growing earnings and revenues.  Second,  we attempt to keep the funds
fully invested,  regardless of short-term market activity.  Experience has shown
that  market  gains can occur in  unpredictable  spurts and that  missing  those
opportunities can  significantly  limit the potential for gain. Third, the funds
are managed by teams,  rather  than by one "star." We believe  this allows us to
make better, more consistent management decisions.

     In addition to these principles, each fund has its own policies.

     TWENTIETH  CENTURY  GIFTRUST  generally  invests in the securities of small
companies that exhibit accelerating growth. Shares of Giftrust can be given only
as a gift to someone other than  yourself or spouse,  and all  investments  must
remain in the fund for a minimum of 10 years or until the recipient  reaches the
age of majority,  whichever is later.  Historically,  small-cap stocks have been
more volatile than the stocks of larger,  more-established companies. Therefore,
the fund is subject to  significant  price  volatility but offers high long-term
growth potential.

COMPARATIVE INDICES

     The following  indices are used in the report to serve as fund  performance
comparisons. They are not investment products available for purchase.

     THE  S&P  500  is a  capitalization-weighted  index  of the  stocks  of 500
publicly  traded  U.S.  companies  that are  considered  to be leading  firms in
dominant industries.  Created by Standard & Poor's Corporation, it is considered
to be a broad measure of U.S. stock market performance.

     THE S&P MIDCAP 400 is a capitalization-weighted  index of the stocks of the
400 largest  leading  U.S.  companies  not  included in the S&P 500.  Created by
Standard & Poor's Corporation,  it is considered to represent the performance of
mid-cap stocks generally.

     THE  RUSSELL  2000  INDEX was  created  by the Frank  Russell  Company.  It
measures the  performance  of the 2,000  smallest of the 3,000 largest  publicly
traded U.S. companies,  based on total market  capitalization.  The Russell 2000
represents approximately 10% of the total market capitalization of the top 3,000
companies.  The index is further broken down into two mutually  exclusive  value
and growth indices. The RUSSELL 2000 GROWTH INDEX, used in this report, measures
the performance of those Russell 2000 companies with higher price-to-book ratios
and higher forecasted growth rates.


[right margin]

PORTFOLIO MANAGERS

GIFTRUST
     CHRIS BOYD, CFA
     JOHN SEITZER, CFA


                                                    www.americancentury.com   19


Glossary
- --------------------------------------------------------------------------------

RETURNS

* TOTAL  RETURN  figures  show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

* AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For fiscal year-by-year total returns,  please refer to the "Financial
Highlights" on page 17.

INVESTMENT TERMS

* EXPENSE RATIO -- the operating expenses of the fund, expressed as a percentage
of average net assets.  Shareholders pay an annual fee to the investment manager
for  investment  advisory  and  management  services.  The expenses and fees are
deducted from fund income, not from each shareholder account. (See Note 2 in the
Notes to Financial Statements.)

* MEDIAN  MARKET  CAPITALIZATION  -- Market  capitalization  (market cap) is the
total value of a company's  stock and is calculated by multiplying the number of
outstanding  common shares by the current share price.  The company whose market
cap is in the  middle  of the  portfolio  is the  median  market  cap.  Half the
companies in the portfolio  have values  greater than the median,  and half have
values that are less. If there is an even number of  companies,  then the median
is the average of the two companies in the middle.

* NUMBER OF COMPANIES -- the number of different  companies  held by a fund on a
given date.

* PORTFOLIO TURNOVER -- the percentage of a fund's investment  portfolio that is
replaced during a given time period, usually a year. Actively managed portfolios
tend to have higher  turnover than passively  managed  portfolios  such as index
funds.

*  PRICE/BOOK  RATIO -- a stock  value  measurement  calculated  by  dividing  a
company's stock price by its book value per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Book value per share is calculated by
subtracting a company's liabilities from its assets, then dividing that value by
the number of outstanding shares.)

* PRICE/EARNINGS (P/E) RATIO -- a stock value measurement calculated by dividing
a company's stock price by its earnings per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Earnings  per share is  calculated by
dividing the after-tax earnings of a corporation by its outstanding shares.)

TYPES OF STOCKS

*  BLUE-CHIP  STOCKS -- stocks of the most  established  companies  in  American
industry.   They  are  generally  large,   fairly  stable  companies  that  have
demonstrated consistent earnings and usually have long-term growth potential.
Examples include General Electric and Coca-Cola.

* CYCLICAL STOCKS -- generally  considered to be stocks whose price and earnings
fluctuations  tend to follow the ups and downs of the business  cycle.  Examples
include the stocks of  automobile  manufacturers,  steel  producers  and textile
operators.

* GROWTH  STOCKS --  stocks of  companies  that have  experienced  above-average
earnings  growth and are expected to continue  such  growth.  These stocks often
sell at  high  P/E  ratios.  Examples  can  include  the  stocks  of  high-tech,
healthcare and consumer staples companies.

* LARGE-CAPITALIZATION ("LARGE-CAP") STOCKS -- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of more than $5  billion.  These tend to be the stocks  that
make up the Dow Jones Industrial Average and the S&P 500.

*  MEDIUM-CAPITALIZATION  ("MID-CAP") STOCKS --generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of between $1 billion and $5  billion.  These tend to be the
stocks that make up the S&P 400.

* SMALL-CAPITALIZATION ("SMALL-CAP") STOCKS -- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of less than $1  billion.  These tend to be the stocks  that
make up the Russell 2000 Index.

* VALUE STOCKS -- generally  considered to be stocks that are purchased  because
they are relatively inexpensive. These stocks are typically characterized by low
P/E ratios.


20      1-800-345-2021


[inside back cover]

AMERICAN CENTURY FUNDS
- -------------------------------------------------------------------------------

BENHAM GROUP(reg.sm)
TAXABLE BOND FUNDS
U.S. TREASURY & GOVERNMENT
       Short-Term Treasury
       Short-Term Government
       GNMA
       Intermediate-Term Treasury
       Long-Term Treasury
       Treasury
       Target Maturities Trust: 2000
       Target Maturities Trust: 2005
       Target Maturities Trust: 2010
       Target Maturities Trust: 2015
       Target Maturities Trust: 2020
       Target Maturities Trust: 2025

CORPORATE & DIVERSIFIED
       Limited-Term Bond
       Intermediate-Term Bond
       Bond
       Premium Bond
       High-Yield Bond

INTERNATIONAL
       International Bond

TAX-FREE & MUNICIPAL BOND FUNDS
MULTIPLE-STATE
       Limited-Term Tax-Free
       Intermediate-Term Tax-Free
       Long-Term Tax-Free
       High-Yield Municipal

SINGLE-STATE
       Arizona Intermediate-Term Municipal
       California High-Yield Municipal
       California Insured Tax-Free
       California Intermediate-Term Tax-Free
       California Limited-Term Tax-Free
       California Long-Term Tax-Free
       Florida Intermediate-Term Municipal

MONEY MARKET FUNDS
TAXABLE
       Capital Preservation
       Government Agency Money Market
       Premium Capital Reserve
       Premium Government Reserve
       Prime Money Market

TAX-FREE & MUNICIPAL
       California Municipal Money Market
       California Tax-Free Money Market
       Florida Municipal Money Market
       Tax-Free Money Market

AMERICAN CENTURY(reg.sm) GROUP
ASSET ALLOCATION
       Strategic Allocation: Conservative
       Strategic Allocation: Moderate
       Strategic Allocation: Aggressive

BALANCED
       Balanced

CONSERVATIVE EQUITY
       Income and Growth
       Equity Income
       Value
       Equity Growth

SPECIALTY
       Utilities
       Real Estate
       Global Natural Resources
       Global Gold

SMALL CAP
       Small Cap Quantitative
       Small Cap Value

TWENTIETH CENTURY GROUP
GROWTH
       Select
       Heritage
       Growth
       Ultra

AGGRESSIVE GROWTH
       Vista
       Giftrust
       New Opportunities

INTERNATIONAL GROWTH
       International Growth
       International Discovery
       Emerging Markets

GLOBAL
       Global Growth

Please call for a prospectus  or profile on any  American  Century  fund.  These
documents contain important information including charges and expenses,  and you
should read them carefully before you invest or send money.

[right margin]

[american century logo(reg.sm)]
American
Century


P.O. BOX 419200
KANSAS CITY, MISSOURI
64141-6200

INVESTOR SERVICES:  1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE:  1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:   1-800-634-4113 OR 816-444-3485

FAX: 816-340-7962

INTERNET: WWW.AMERICANCENTURY.COM


AMERICAN CENTURY MUTUAL FUNDS INC.

INVESTMENT MANAGER

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

KANSAS CITY, MISSOURI

THIS  REPORT AND THE  STATEMENTS  IT  CONTAINS  ARE  SUBMITTED  FOR THE  GENERAL
INFORMATION OF OUR  SHAREHOLDERS.  THE REPORT IS NOT AUTHORIZED FOR DISTRIBUTION
TO  PROSPECTIVE  INVESTORS  UNLESS  PRECEDED  OR  ACCOMPANIED  BY  AN  EFFECTIVE
PROSPECTUS.

FUNDS DISTRIBUTOR, INC.
(c) 1998 AMERICAN CENTURY SERVICES CORPORATION




[back cover]

American Century Investments                                     BULK RATE
P.O. Box 419200                                              U.S. POSTAGE PAID
Kansas City, MO 64141-6200                                   AMERICAN CENTURY
www.americancentury.com                                          COMPANIES



9812                                                     Funds Distributor, Inc.
SH-BKT-14474                      (c)1998 American Century Services Corporation
<PAGE>
[front cover]                                                  OCTOBER 31, 1998

ANNUAL REPORT
- ----------------
AMERICAN CENTURY

                              [graphic of glasses]

AMERICAN CENTURY GROUP
- ------------------------------------
BALANCED

                                                 [american century logo(reg.sm)]
                                                                        American
                                                                         Century
[inside front cover]


AMERICAN CENTURY BROKERAGE
- --------------------------------------------------------------------------------

     We're pleased to introduce American Century's new brokerage service,  which
offers a wide range of investment options and features:

     *  FundChoice  Service--Invest  in over 8,000 no-load and load mutual funds
        from hundreds of different fund companies, many with no transaction fees

     *  Buy individual stocks and bonds

     *  24-hour  Internet and  automated  phone trades are just $24.95 for up to
        1,000 shares of stock, and 2 cents per share thereafter

     *  Strong research capability 
        * Build and track model portfolios
        * Get news, quotes and charts
        * Check free Standard & Poor's stock reports
        * Access Wall Street on Demand(tm), a research service with over 500,000
        reports on industry trends, corporate earnings, and mutual fund analysis

     *  Track your brokerage account on one easy-to-read statement

     *  Unlimited  check writing and a Gold  MasterCard(reg.tm)  ATM/debit  card
        with an American Century Brokerage Access AccountSM (minimum $10,000)

To talk with a Brokerage Associate, call 1-888-345-2071.

WHAT'S NEW . . .

     We now have FOUR-PAGE  PROFILES of many of our funds. The profiles follow a
standard SEC format and allow investors to compare funds easily. You can request
a profile or the full prospectus.  Full prospectuses  contain more detailed fund
information and you will continue to receive one after investing.

     In 1999, we will roll out SIMPLIFIED  PROSPECTUSES that highlight important
information  about our funds,  including fees and expenses.  More technical data
will be in the Statement of Additional Information.

[left margin]

AMERICAN CENTURY GROUP
BALANCED
(TWBIX)
- ----------------------


Our Message to You
- --------------------------------------------------------------------------------
/photo of James E. Stowers III and James E. Stowers, Jr./
James E. Stowers III, seated, with James E. Stowers, Jr.

     The fiscal year ended October 31, 1998, exhibited sharp contrasts.  Several
major U.S.  stock indices soared to record highs in the spring and early summer,
lifted by a healthy  economy,  low inflation,  and widespread  market  optimism.
Then,  abruptly,  stocks tumbled and U.S. government bonds rallied in August and
September as the outlook for the U.S. economy and for corporate  earnings turned
pessimistic.  The  30-year  Treasury  bond yield hit a record low as bond prices
jumped.  Then, just as suddenly,  stocks  rebounded in October after the Federal
Reserve cut short-term  interest rates to bolster global  financial  markets and
stimulate economic growth.

     This unstable  environment  demonstrated  how a diversified  portfolio with
both stocks and bonds can help reduce  performance  volatility.  Balanced's bond
portfolio bolstered the fund in the third quarter when stocks sank, and the bond
portfolio's  income also provided a longer-term  stabilizing  factor. The fiscal
year clearly showed how allocating assets among stocks,  bonds, and money market
funds can help your  portfolio  weather  dramatic  changes  in the  economic  or
investment environment.

     In the  third  quarter,  we sent  Balanced  investors  a letter  describing
changes to the equity portfolio's  management style. The investment objective of
the fund  --growth and  income--has  not  changed,  just the way it is achieved.
After  considering  Balanced's  mission and comparing its  performance  to other
balanced  funds,  the board of  directors  of  Balanced  decided  to change  the
management style of the equity portfolio to a less volatile quantitative style.

     Historically,  the equity holdings,  which comprise about 60% of the fund's
assets, were managed according to our growth investment strategy, which involves
investing  in  companies  with  earnings  and  revenues  that are  growing at an
accelerating  pace.  Over  time,  it became  clear  that the  growth  investment
strategy  created more share price volatility than is preferred by most balanced
fund investors.  To bring Balanced more in line with investor  expectations,  we
began  managing  it in our  quantitative  style on  November 1, after the fund's
fiscal year-end and the close of its 1998 tax year. Our investment team provides
more  details  on the  quantitative  style and the new  equity  managers  in the
Management Q&A beginning on page 6.

     We appreciate your investment with American Century.

Sincerely,

/s/James E. Stowers, Jr.                 /s/James E. Stowers III
James E. Stowers, Jr.                    James E. Stowers III
Chairman of the Board and Founder        Chief Executive Officer


[right margin]

               Table of Contents
   Report Highlights ......................................................    2
   Market Perspective .....................................................    3
Balanced
   Performance Information ................................................    5
   Management Q & A .......................................................    6
      Types of Investments ................................................    7
      Top Ten Stock Holdings ..............................................    8
      Top Five Stock
      Industries ..........................................................    8
      Fixed-Income
      Portfolio ...........................................................    9
   Schedule of Investments ................................................   10
Financial Statements
   Statement of Assets and
   Liabilities ............................................................   14
   Statement of Operations ................................................   15
   Statements of Changes
   in Net Assets ..........................................................   16
   Notes to Financial
   Statements .............................................................   17
   Financial Highlights ...................................................   20
   Independent Auditors'
   Report .................................................................   22
Other Information
   Share Class and Retirement
   Account Information ....................................................   23
   Background Information .................................................   24
      Investment Philosophy and
      Policies ............................................................   24
      Comparative Indices .................................................   24
      Investment Team
      Leaders .............................................................   24
   Glossary ...............................................................   25


                                                  www.americancentury.com      1


Report Highlights
- --------------------------------------------------------------------------------

MARKET PERSPECTIVE

*   Stocks of large,  growing U.S.  companies and U.S. Treasury bonds were among
    the top-performing  investments for the year ended October 31. Large-company
    (large-cap)  stocks overcame market  turbulence in the third quarter of 1998
    to post above-average returns.

*   Large-cap  stocks  outperformed  mid-cap  and  small-cap  stocks.  Investors
    displayed a preference for larger companies.

*   U.S.  stocks  reached  all-time  highs in July because of a strong  domestic
    economic environment, then plunged for six weeks due to deteriorating global
    economic and financial  conditions.  Difficulties  in foreign  economies and
    markets threatened corporate profits.

*   U.S. bonds benefited from low inflation,  weakening economic conditions, and
    falling  interest  rates.  Treasury  bonds in  particular  benefited  from a
    "flight to quality"--strong  demand from investors seeking a safe haven from
    global market turmoil.  The 30-year  Treasury bond yield fell to an all-time
    low in October as Treasury bond prices soared.

*   Other  types  of  bonds,   such  as  corporate  bonds  and   mortgage-backed
    securities,  lagged Treasurys because of lower demand.  Corporates were also
    affected by the weakening profit outlook,  and  mortgage-backed  performance
    was dampened by mortgage refinancings.

FUND PERFORMANCE

*   Balanced's  performance reflected the blended returns of its two portfolios.
    Stocks,  representing about 60% of the fund,  returned 10.73%,  while bonds,
    representing about 40% of the fund, returned 8.14%.

*   The  performance  of the stock  portfolio can be attributed to mixed returns
    from large-cap  stocks,  which  performed  well, and mid-cap  stocks,  which
    lagged. The best-performing sector was pharmaceuticals. The worst-performing
    sector was energy services.

*   The bond returns reflected  primarily the performance of corporate and other
    non-Treasury  securities,  which  represented  the  majority  of  Balanced's
    fixed-income holdings.

FUND STRATEGY

*   We  changed  the  management  style  of the  equity  portfolio  and  made an
    adjustment  to  the  investment  target  for  the  fixed-income   portfolio.
    Balanced's  investment  objective has not changed,  just the manner in which
    it's achieved.

*   Beginning  November 1, we changed from a growth equity style that focused on
    accelerating  earnings to a quantitative  style that  incorporates  relative
    value as well as growth factors.  One of the benefits  anticipated from this
    change is a reduction in the relative  volatility  of the fund's share price
    versus the benchmark.

*   An experienced  quantitative  equity  management  team that manages  several
    other  American  Century  funds is  implementing  the new equity  management
    approach.

*   In the bond portfolio, we'll continue to use an index-based approach managed
    by the existing  fixed-income team. We're just switching the benchmark index
    from  the  Lehman  Intermediate  Government/Corporate  Index  to the  Lehman
    Aggregate Bond Index, which we believe better represents the broader U.S.
    taxable bond market.

[left margin]

"BALANCED'S PERFORMANCE REFLECTED THE BLENDED RETURNS OF ITS TWO PORTFOLIOS."

                 BALANCED(1)
                  (TWBIX)
TOTAL RETURNS:              AS OF 10/31/98
    6 Months                      0.37%(2)
    1 Year                          10.46%
NET ASSETS:                 $938.1 million
30-DAY SEC YIELD:                    2.08%
INCEPTION DATE:                   10/20/88

(1) Investor Class.
(2) Not annualized.

See Total Returns on page 5.
Investment terms are defined in the Glossary on page 25.


2      1-800-345-2021


Market Perspective from Mark Mallon
- --------------------------------------------------------------------------------
/photo of Mark Mallon/
Mark Mallon, head of conservative equity, specialty, and asset allocation funds
at American Century

STOCKS TURN VOLATILE

     The year ended October 31, 1998,  saw U.S.  stocks reach an all-time  high,
then enter one of the most  volatile  periods  since the end of World War II. As
deteriorating  global economic and financial conditions turned market psychology
negative, stock prices dropped sharply, and wide intra-day swings became common.
For example,  the S&P 500  (representing  the largest and most  influential U.S.
companies)  fell  almost  20%  between  July 17 and  August  31.  Then,  just as
suddenly, the market rebounded. From August 31 to October 31, the S&P 500 gained
over 15%.

     The sharp drop and increased volatility were not a complete surprise. Major
market declines are a normal part of the investment process,  but they have been
notably  absent  in the  1990s.  In prior  decades,  moderate  downturns  of 10%
happened  about once a year,  and more severe  corrections of up to 15% occurred
about once every two years.  A market  decline in the 20% range  occurred  about
every three to four years.  We haven't seen  downturns  this  frequently  in the
1990s.

KEEPING IT IN PERSPECTIVE

     The stock market decline and rebound also provided a tangible  lesson about
long-term  investing  and staying the course.  Those who panicked and sold their
stock  holdings in August or early  September  missed the  opportunity to recoup
much of their losses. Many investors,  particularly those who held large company
(large-cap)  stocks or large-cap mutual funds, were rewarded for their patience.
In spite of the correction in July and August, the S&P 500 still returned nearly
22% for the year ended October 31, about double its historical average.

     The  above-average  return for the S&P 500  continued a nearly  decade-long
trend.  Even with the recession in 1990-91 and the recent stock market  decline,
returns for large-company stocks have been unusually robust since 1990. In 1998,
the strong  performance of a handful of blue-chip  companies,  which make up the
bulk of large-company  indices such as the Dow Jones Industrial  Average and the
S&P 500, masked the price  deterioration of smaller stocks. The vast majority of
the 9,000 stocks traded in the U.S.  began to correct well before the decline in
the major market indices began.

TREASURY BONDS BENEFITED

     The  catalyst  for the building  stock  market  correction  was a series of
financial  crises around the world.  Financial and economic  problems that first
surfaced in Asia in late 1997 mushroomed in 1998. By mid-1998, the contagion had
spread

[right margin]

"IN SPITE OF THE CORRECTION IN JULY AND AUGUST, THE S&P 500 STILL RETURNED
NEARLY 22% FOR THE YEAR ENDED OCTOBER 31, ABOUT DOUBLE ITS HISTORICAL AVERAGE."

MARKET RETURNS
FOR THE YEAR ENDED OCTOBER 31, 1998
S&P 500                 21.96%
BLENDED INDEX           16.85%
LEHMAN INTERMEDIATE
  GOVT./CORP. INDEX      9.12%

Source: Lipper Analytical Services, Inc.

[line chart - data below]

MARKET PERFORMANCE (GROWTH OF $1.00)
FOR THE YEAR ENDED OCTOBER 31, 1998
Value on 10/31/98
                                                    Lehman Int
                 S&P 500         Blended Index      Govt/Corp
10/31/97          $1.00             $1.00             $1.00
11/30/97          $1.05             $1.03             $1.00
12/31/97          $1.06             $1.04             $1.01
1/31/98           $1.08             $1.05             $1.02
2/28/98           $1.15             $1.10             $1.02
3/31/98           $1.21             $1.14             $1.03
4/30/98           $1.23             $1.14             $1.03
5/31/98           $1.20             $1.14             $1.04
6/30/98           $1.25             $1.17             $1.05
7/31/98           $1.24             $1.16             $1.05
8/31/98           $1.06             $1.07             $1.07
9/30/98           $1.13             $1.12             $1.09
10/31/98          $1.22             $1.17             $1.09

Source: Lipper Analytical Services, Inc.

These indices are defined on page 24.


                                                  www.americancentury.com      3


Market Perspective
- --------------------------------------------------------------------------------
                                                                    (Continued)

to Russia, which defaulted on its government debt and devalued its currency,  as
well as to Latin  America,  where  Brazil  tried  to fend  off its own  currency
devaluation.

     By August,  it was clear that the world's economic engine was downshifting.
Plummeting  global stock and bond prices  created  greater demand for the safety
and liquidity of U.S. Treasury bonds.

     This "flight to quality" sent U.S.  Treasury yields down to levels not seen
in nearly three decades--for  example, the 30-year Treasury bond yield dipped to
an all-time low of 4.71% in early October.  For the one-year  period,  long-term
Treasury  yields fell 100-120 basis points (a basis point equals  0.01%),  while
short- and intermediate-term  yields dropped 130-150 basis points (see the yield
curve graph at left).

     The  Treasury  market  also saw a surge in demand from  international  bond
traders and hedge funds who were buying  Treasurys  to unwind  short  positions.
Many  traders  and  hedge  funds  "shorted"  Treasury  securities--by  borrowing
Treasurys and selling them--and used the proceeds to buy  emerging-market  bonds
and other types of debt, which they expected to outperform  Treasurys.  When the
opposite  happened,  these  investors  were forced to sell the debt and buy back
Treasurys  to cut their  losses.  This  further  supported  the rise in Treasury
prices and the decline in yields.

OTHER BONDS LAGGED TREASURYS

     Supply  and   demand  was  a   different   story  in  the   corporate   and
mortgage-backed  bond  markets.  Investors  were fleeing  bonds with any type of
risk.  Concerns  about  global  economic  problems  and falling  equity  markets
convinced  investors to avoid corporate  bonds. The lack of demand for corporate
bonds was so pronounced  that liquidity  dried up in the third quarter.  On some
days, investors looking to sell corporate bonds were unable to get even a single
bid from potential buyers.

     In the  mortgage-backed  securities  market,  the sharp decline in interest
rates produced a negative  byproduct--many  homeowners  took the  opportunity to
refinance their  mortgages.  Investors that owned these  mortgages  received the
cash and had to reinvest it in a lower interest rate environment.

     The reduced  demand for  non-Treasury  securities  was  reflected  in their
returns, shown in the table to the left. The one-year returns for corporates and
mortgage-backeds lagged Treasurys by more than 350 basis points.

[left margin]

"THIS 'FLIGHT TO QUALITY' SENT U.S. TREASURY YIELDS DOWN TO LEVELS NOT SEEN IN
NEARLY THREE DECADES."

[line chart - data below]

FALLING U.S. TREASURY YIELD CURVE

Years to Maturity       10/31/97         10/31/98
1                        5.340%          4.170%
2                        5.600%          4.110%
3                        5.681%          4.350%
4                        5.740%          4.380%
5                        5.710%          4.220%
6                        5.775%          4.365%
7                        5.840%          4.510%
8                        5.837%          4.540%
9                        5.833%          4.570%
10                       5.830%          4.600%
11                       5.867%          4.673%
12                       5.904%          4.746%
13                       5.941%          4.819%
14                       5.978%          4.892%
15                       6.015%          4.965%
16                       6.052%          5.038%
17                       6.089%          5.111%
18                       6.126%          5.184%
19                       6.163%          5.257%
20                       6.200%          5.330%
21                       6.195%          5.312%
22                       6.190%          5.294%
23                       6.185%          5.276%
24                       6.180%          5.258%
25                       6.175%          5.240%
26                       6.170%          5.222%
27                       6.165%          5.204%
28                       6.160%          5.186%
29                       6.155%          5.168%
30                       6.150%          5.150%

Source: Bloomberg Financial Markets

BOND INDEX RETURNS
FOR THE YEAR ENDED OCTOBER 31, 1998

  LEHMAN TREASURY BOND INDEX            11.57%
  LEHMAN CORPORATE BOND INDEX            7.99%
  LEHMAN MORTGAGE-BACKED
     SECURITIES INDEX                    7.30%

Source: Bloomberg Financial Markets


4      1-800-345-2021


Balanced--Performance
- --------------------------------------------------------------------------------
<TABLE>
TOTAL RETURNS AS OF OCTOBER 31, 1998

                     INVESTOR CLASS (INCEPTION 10/20/88)    ADVISOR CLASS (INCEPTION 1/6/97)
                          BALANCED     BLENDED INDEX           BALANCED     BLENDED INDEX
- -----------------------------------------------------------------------------------------
<S>                      <C>            <C>                  <C>            <C>  
6 MONTHS(1)                 0.37%          2.09%                0.25%          2.09%
1 YEAR                     10.46%         16.85%               10.15%         16.85%
- -----------------------------------------------------------------------------------------
AVERAGE ANNUAL RETURNS
3 YEARS                    13.60%         18.58%                 --             --
5 YEARS                    11.05%         15.38%                 --             --
10 YEARS                   12.58%         14.08%                 --             --
LIFE OF FUND               12.44%         14.08%(2)            13.06%         17.42%(3)
</TABLE>

(1) Returns for periods less than one year are not annualized.

(2) Return from 10/31/88,  the date nearest the class's inception for which data
    are available.

(3) Return from 1/31/97,  the date nearest the class's  inception for which data
    are available.

See pages 23-25 for  information  about share classes,  the Blended  Index,  and
returns.

[mountain chart - data below]

GROWTH OF $10,000 OVER 10 YEARS
Value on 10/31/98
Balanced         $32,705
Blended Index    $37,736

                   Balanced         Blended Index
DATE                VALUE              VALUE
10/31/88           $10,000            $10,000
10/31/89           $12,095            $12,005
10/31/90           $11,840            $11,820
10/31/91           $16,923            $14,844
10/31/92           $17,031            $16,324
10/31/93           $19,356            $18,433
10/31/94           $19,176            $18,717
10/31/95           $22,313            $22,621
10/31/96           $25,445            $26,414
10/31/97           $29,603            $32,294
10/31/98           $32,705            $37,736

$10,000 investment made 10/31/88

The chart at left shows the growth of a $10,000  investment  in the fund over 10
years,  while the chart below  shows the fund's  year-by-year  performance.  The
Blended Index is provided for comparison in each chart. Balanced's total returns
include operating  expenses (such as transaction costs and management fees) that
reduce  returns,  while the total returns of the index do not.  These charts are
based on Investor Class shares only; performance for other classes will vary due
to  differences  in  fee  structures  (see  Total  Returns  table  above).  Past
performance does not guarantee future results.  Investment  return and principal
value will  fluctuate,  and  redemption  value may be more or less than original
cost.

[bar chart - data below]

ONE-YEAR RETURNS OVER 10 YEARS
(PERIODS ENDED OCTOBER 31)

               Balanced       Blended Index
DATE            RETURN           RETURN
10/89           20.94%           20.05%
10/90           -2.11%           -1.54%
10/91           42.92%           25.58%
10/92            0.63%            9.97%
10/93           13.64%           12.92%
10/94           -0.93%            1.54%
10/95           16.36%           20.86%
10/96           14.04%           16.77%
10/97           16.34%           22.26%
10/98           10.46%           16.85%


                                                  www.americancentury.com      5


Balanced--Q&A
- --------------------------------------------------------------------------------

     Based  on  interviews  with  Bruce  Wimberly  and Jeff  Houston,  portfolio
managers on the Balanced  fund  investment  teams  (pictured at left),  and Mark
Mallon  (pictured  on  page  3),  managing  director  of  conservative   equity,
specialty, and asset allocation funds at American Century.

HOW DID THE FUND PERFORM FOR THE YEAR ENDED OCTOBER 31?

     In a volatile period that underscored the value of a diversified investment
approach,  Balanced's  portfolio of  approximately  60% U.S. stocks and 40% U.S.
bonds posted a solid  10.46% total  return.  This return  reflected  the blended
performance of the fund's two  portfolios.  Balanced's  stock holdings  returned
10.73%, while the bonds returned 8.14%.*

     Balanced's  benchmark  (a blended  index that  combines the S&P 500 and the
Lehman Intermediate  Government/ Corporate Index in the same 60/40 proportion as
the asset mix of the portfolio)  returned an even more impressive  16.85%.  This
reflected the combined  21.96% return of the S&P 500 and the 9.12% return of the
Lehman index.

HOW DO YOU  EXPLAIN  THE RETURN  DIFFERENTIAL  BETWEEN  THE FUND AND THE BLENDED
INDEX?

     It's  primarily due to the fact that the total return of  Balanced's  stock
holdings  (10.73%) was about half that of the S&P 500  (21.96%).  This  happened
because the fund's equity  portfolio had a significantly  different  composition
than the S&P. While the S&P 500 is composed of large, industry-leading companies
(large-cap  stocks),   Balanced  owned  a  significant  percentage  of  mid-size
(mid-cap)  companies.  Large-cap stocks outperformed mid-cap stocks. To give you
an idea of how much size influenced  returns,  the S&P MidCap 400 index returned
just 6.71% for the year ended October 31, while the Russell 2500 Growth index (a
mid-cap  index  with  growth  characteristics   similar  to  Balanced's  mid-cap
holdings) returned -13.85%.

     Not surprisingly, large-cap growth stocks such as General Electric, Pfizer,
MCI WorldCom,  Bristol-Myers  Squibb,  America Online, and  Tele-Communications,
Inc. (TCI), were among the fund's top performers for the period.  They were also
among Balanced's largest holdings (see the table on page 8).

WHAT WAS THE ATTRACTION OF MID-CAP STOCKS?

     In managing growth equity  portfolios,  our mantra has been, "Money follows
earnings."  If you can  identify  companies  whose  earnings  are  growing at an
accelerating  rate,  regardless of company size, we believe that other investors
will eventually  follow. We found mid-size  companies that looked like excellent
opportunities  based on their  behavior and our criteria,  but the market didn't
like  them as  much  as we  did.  Domestic  stock  investors,  many of whom  are
relatively  new to the equity  markets,  have  displayed a preference for larger
companies.  So have  foreign  investors,  who have been looking for a safe haven
after a difficult period in many of the developing markets around the world.

* All fund returns referenced in this interview are for Investor Class shares.

[left margin]

/photo of John Sykora, Jim Sowers III, Bruce Wimberly/
Equity team: John Sykora, Jim Stowers III, Bruce Wimberly

/photo of Bud Hoops, Jeff Houston/
Fixed-income team: Bud Hoops, Jeff Houston


6      1-800-345-2021


Balanced--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

YOU RECENTLY  ANNOUNCED A CHANGE IN THE  METHODOLOGY  USED TO MANAGE  BALANCED'S
EQUITY  PORTFOLIO.  CAN YOU  PROVIDE  MORE  DETAILS ON HOW THE NEW  QUANTITATIVE
EQUITY APPROACH DIFFERS FROM THE OLD ONE?

     Our quantitative style relies more on computer-based decision tools, though
the fund  managers  still  remain in control of the  process  and make all final
decisions. It basically involves a two-step,  computer-driven screening process.
First, we rank the 1,500 largest  publicly traded companies in the U.S. based on
their growth potential and relative value. Next, we implement a technique called
portfolio  optimization,  in which we use the  rankings  from the first  step to
build a portfolio  that we think will provide the optimal  balance  between risk
and expected  return.  The goal is to create a portfolio  that  provides  better
returns than the S&P 500 without taking on significantly more risk than would be
involved in investing in the index  directly.  Historically,  this  approach has
provided less price volatility than Balanced's previous growth strategy,  and we
think  it's  more  consistent  with  the  expectations  of  most  balanced  fund
investors.

IS THERE A NEW INVESTMENT TEAM IMPLEMENTING THIS STRATEGY?

     Yes.  Since  November 1,  Balanced's  stock  portfolio  has been managed by
American Century's  quantitative equity team, which has been using this approach
to manage American Century funds since 1990. John Schniedwind and Jeff Tyler are
now the lead equity  managers on the Balanced team. They have been with American
Century for 15 and 10 years, respectively. With three other experienced managers
and a team of analysts, they use our quantitative methodology to manage American
Century's  Income & Growth,  Equity  Growth,  Utilities,  and VP Income & Growth
funds.

ARE SIMILAR CHANGES BEING MADE TO THE FIXED-INCOME PORTFOLIO?

     We're  making one change.  We're  switching  to a  benchmark  index that we
believe  better  represents  the broader U.S.  taxable bond  market--the  Lehman
Brothers  Aggregate  Bond Index.  One primary  difference  between the Aggregate
Index and the former  benchmark  (the Lehman  Intermediate  Government/Corporate
Index) is that the  Aggregate  includes  mortgage-backed  securities,  while the
Intermediate  Government/Corporate  does not. This is important because Balanced
has owned mortgage-backed securities in recent years. Also, the Lehman Aggregate
has a smaller  percentage  of  corporate  bonds  than  we've  typically  held in
Balanced. We expect to gradually reduce our corporate bond holdings as corporate
bond yields decline.

HOW WILL THESE CHANGES AFFECT BALANCED'S BENCHMARK, THE BLENDED INDEX?

     The blended index will continue to be 60% S&P 500, but the 40% bond portion
will  be  represented  by  the  Lehman  Aggregate  Bond  Index  instead  of  the
Intermediate  Government/  Corporate  Index.  This change will be  reflected  in
Balanced's April 30, 1999 semiannual report.

[right margin]

[pie charts - data below]

TYPES OF INVESTMENTS IN THE PORTFOLIO

AS OF OCTOBER 31, 1998
Common Stocks               53%
Corporate Bonds             21%
U.S. Treasury Securities    10%
Mortgage- & Asset-Backed
  Securities                 9%
Other                        7%

AS OF APRIL 30, 1998
Common Stocks               60%
Corporate Bonds             24%
U.S. Treasury Securities     7%
Mortgage- & Asset-Backed
  Securities                 7%
Other                        2%

Security types are defined on page 25.


                                                  www.americancentury.com      7


Balanced--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

RETURNING TO BALANCED'S  RECENT  PERFORMANCE,  WHAT FACTORS BESIDES COMPANY SIZE
AFFECTED THE EQUITY PORTFOLIO'S RETURNS?

     On the plus side, the top-performing  sector was pharmaceuticals.  We found
accelerating  growth in  well-known  names such as Pfizer  (maker of Viagra) and
Bristol-Myers Squibb (maker of Excedrin,  Bufferin, and Comtrex).  Their flow of
new products continues to be strong, pricing remains stable, and sales have been
largely immune to slowing economic growth.

     Balanced's  top-performing  stock was America  Online  (AOL),  the Internet
provider,  which gained 230% over the year.  Accelerating  growth in membership,
usage, and advertising revenues made AOL attractive. The portfolio's second-best
performer was SunAmerica,  Inc., which was also the largest equity holding as of
October 31. SunAmerica is an insurance company that also provides retirement and
investment  products  and  services.  In  addition to posting  strong  earnings,
SunAmerica's   price   soared   when  it  agreed  to  be  acquired  by  American
International Group, one of the top insurance providers in the world.

     Another top performer,  and Balanced's  third-largest holding as of October
31,  was TCI,  the  cable  television  provider.  The cable  industry  displayed
positive  trends such as  increased  subscriber  counts,  strong cash flow,  and
growth through strategic alliances.

WHAT STOCKS OR SECTORS HURT PERFORMANCE?

     The worst-performing  sector was energy services,  such as oil drilling and
oil drilling equipment companies. Falling oil prices hurt these stocks.

     Banks also  underperformed.  We reduced our holdings in firms such as Chase
Manhattan and  BankAmerica  amid concerns  about their  exposure to the economic
turmoil in Asia and Russia.

     Our  worst-performing  stock was  Cendant.  As we discussed in the April 30
semiannual  report,  the shares of this  franchising  business (which owns names
such as Ramada Inns, Howard Johnson's,  and Coldwell Banker) fell  significantly
because of accounting irregularities.

WHAT FACTORS AFFECTED THE PERFORMANCE OF THE FIXED-INCOME PORTFOLIO?

     The most important factor was that U.S. bonds in general rallied in 1998 as
inflation remained low and global economic conditions weakened, causing interest
rates to fall. Also,  Treasury bonds  outperformed  "spread product" (bonds with
traditionally higher yields, such as corporates and mortgage-backeds).  Treasury
bonds  benefited from the "flight to quality" that occurred as stocks plunged in
the third  quarter.  On the other  hand,  corporate  bonds,  like  stocks,  were
negatively

[left margin]

TOP TEN STOCK HOLDINGS
                              % OF EQUITY PORTFOLIO
                                   AS OF AS OF
                              10/31/98           4/30/98
SUNAMERICA, INC.                5.8%               3.0%
GENERAL ELECTRIC CO.
     (U.S.)                     4.9%               5.9%
TELE-COMMUNICATIONS,
     INC. CLASS A               4.7%               2.9%
MICROSOFT CORP.                 4.4%                --
BRISTOL-MYERS
     SQUIBB CO.                 4.3%               3.2%
FANNIE MAE                      4.2%               2.2%
JOHNSON & JOHNSON               4.1%                --
PFIZER, INC.                    4.1%               2.7%
MCI WORLDCOM, INC.(1)           4.0%               2.0%(2)
MEDTRONIC, INC.                 3.6%               2.4%

TOP FIVE STOCK INDUSTRIES
                              % OF EQUITY PORTFOLIO
                                   AS OF AS OF
                              10/31/98           4/30/98
PHARMACEUTICALS                20.5%               9.8%
INSURANCE                      10.1%               9.1%
COMMUNICATIONS
     SERVICES                  10.1%               9.3%
COMPUTER SOFTWARE
     & SERVICES                 8.6%               6.4%
DIVERSIFIED COMPANIES           6.4%              10.7%

(1) WorldCom,  Inc. acquired MCI  Communications on 9/15/98.  The surviving name
    was MCI WorldCom, Inc.

(2) Represents percentage of WorldCom, Inc. shares owned by the fund.


8      1-800-345-2021


Balanced--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

affected  by  concerns  about  corporate   profits,   while  increased  mortgage
refinancing as interest rates fell hurt mortgage-backed securities.  Because the
portfolio held mostly spread product, it underperformed Treasurys.

WHAT'S YOUR OUTLOOK FOR THE U.S. ECONOMY AND THE MARKETS?

     By cutting  short-term  interest rates three times from  September  through
November, we believe the Federal Reserve has done several important things:

     * Demonstrated its willingness to help support the weakened global economy
       and shown its concern about the vulnerability of the U.S. economy;

     * Taken aggressive steps against recession by stimulating borrowing and
       spending;

     * Restored confidence to the U.S. markets, and even more importantly, to
       the U.S. consumer, who is key to economic growth.

     The U.S. economy remains  vulnerable to financial  events overseas,  but it
also has  underlying  strength that has been  bolstered by the Fed. As a result,
many economic pundits predict a "controlled  slowdown" for the U.S. in 1999, not
a recession.  They see slower economic growth, continued low inflation, and more
interest  rate  stability.  Corporate  profits  could  weaken,  but  they may be
somewhat stronger than some overly pessimistic predictions. Low inflation should
help provide a good  environment  for both stocks and bonds,  and spread product
should benefit from greater interest rate stability.

WHAT'S YOUR OUTLOOK FOR BALANCED?

     We believe strongly that the transition to the quantitative approach in the
equity  portfolio  will have a  positive  long-term  impact  on the fund.  We've
already restructured Balanced's stock holdings significantly, which could create
capital  gains for fund  investors  in 1999 (the changes came after the close of
the fund's 1998 tax year).  Some stocks  that  looked  attractive  from a growth
acceleration  standpoint didn't look as attractive using the more value-oriented
quantitative screens or didn't display risk characteristics  consistent with the
new style.  Similarly,  some new stocks were added that  looked more  attractive
based on the quantitative team's disciplines.

     On  the  fixed-income  side,  the  yields  on  spread  product,  especially
corporates,  continue to look attractive,  and therefore  corporate bonds remain
the primary focus of the portfolio.

[right margin]

"ON THE FIXED-INCOME SIDE, THE YIELDS ON SPREAD PRODUCT, ESPECIALLY CORPORATES,
CONTINUE TO LOOK ATTRACTIVE, AND THEREFORE CORPORATE BONDS REMAIN THE PRIMARY
FOCUS OF THE PORTFOLIO."

BALANCED'S FIXED-INCOME PORTFOLIO
                                             AS OF            AS OF
                                           10/31/98          4/30/98
PORTFOLIO SENSITIVITY TO INTEREST RATES
  WEIGHTED AVERAGE MATURITY                7.1 YEARS        6.8 YEARS
  DURATION                                 4.5 YEARS        4.4 YEARS

PORTFOLIO CREDIT QUALITY                   % OF FIXED-INCOME PORTFOLIO
(S&P RATINGS)
       AAA                                    46%               43%
       AA                                      5%               10%
       A                                      31%               29%
       BBB                                    13%               18%
       BB                                      5%               --
                                             100%              100%

Investment terms are defined in the Glossary on page 25.


                                                  www.americancentury.com      9


Balanced--Schedule of Investments
- --------------------------------------------------------------------------------
OCTOBER 31, 1998

Shares                     ($ in Thousands)                         Value
- --------------------------------------------------------------------------------
COMMON STOCKS--52.6%
BANKING--0.3%
                  80,000   Norwest Corp.                             $2,975
                                                                 -----------
BROADCASTING & MEDIA--2.3%
                 280,500   Outdoor Systems, Inc.(1)                   6,188
                 168,000   Time Warner Inc.                          15,592
                                                                 -----------
                                                                     21,780
                                                                 -----------
COMMUNICATIONS SERVICES--5.3%
                 360,000   MCI WorldCom, Inc.(1)                     19,901
                 146,000   SBC Communications Inc.                    6,762
                 550,000   Tele-Communications, Inc. Cl A(1)         23,134
                                                                 -----------
                                                                     49,797
                                                                 -----------
COMPUTER PERIPHERALS--1.0%
                 149,000   Cisco Systems Inc.(1)                      9,401
                                                                 -----------
COMPUTER SOFTWARE & SERVICES--4.5%
                 138,000   America Online Inc.                       17,535
                  56,000   Compuware Corp.(1)                         3,033
                 207,000   Microsoft Corp.(1)                        21,923
                                                                 -----------
                                                                     42,491
                                                                 -----------
COMPUTER SYSTEMS--2.3%
                 129,000   Dell Computer Corp.(1)                     8,453
                  91,000   International Business Machines
                              Corp.                                  13,508
                                                                 -----------
                                                                     21,961
                                                                 -----------
CONSUMER PRODUCTS--1.7%
                 120,000   Gillette Company                           5,392
                 123,000   Procter & Gamble Co. (The)                10,932
                                                                 -----------
                                                                     16,324
                                                                 -----------
DIVERSIFIED COMPANIES--3.4%
                 276,000   General Electric Co. (U.S.)               24,150
                 119,000   Tyco International Ltd.                    7,371
                                                                 -----------
                                                                     31,521
                                                                 -----------
ENERGY (PRODUCTION & MARKETING)--0.8%
                  48,000   Chevron Corp.                              3,912
                  65,000   Texaco Inc.                                3,855
                                                                 -----------
                                                                      7,767
                                                                 -----------
ENVIRONMENTAL SERVICES--1.7%
                 244,800   Republic Services, Inc. Cl A(1)            5,355
                 240,875   Waste Management, Inc.                    10,869
                                                                 -----------
                                                                     16,224
                                                                 -----------

Shares                     ($ in Thousands)                         Value
- --------------------------------------------------------------------------------
FINANCIAL SERVICES--3.1%
                  48,000   American Express Co.                      $4,242
                 149,000   CIT Group Holdings, Inc. (The) Cl A        4,070
                 290,000   Fannie Mae                                20,536
                                                                 -----------
                                                                     28,848
                                                                 -----------
FOOD & BEVERAGE--0.8%
                 105,000   Coca-Cola Company (The)                    7,101
                                                                 -----------
HEALTHCARE--1.7%
                 169,000   Cardinal Health, Inc.                     15,981
                                                                 -----------
INSURANCE--5.3%
                 116,000   Allstate Corp.                             4,995
                 191,500   American International Group, Inc.        16,325
                 405,000   SunAmerica, Inc.                          28,552
                                                                 -----------
                                                                     49,872
                                                                 -----------
LEISURE--1.0%
                 159,000   Viacom, Inc. Cl B(1)                       9,520
                                                                 -----------
MEDICAL EQUIPMENT & SUPPLIES--2.3%
                  47,000   Guidant Corp.                              3,595
                 270,000   Medtronic, Inc.                           17,550
                                                                 -----------
                                                                     21,145
                                                                 -----------
PHARMACEUTICALS--10.8%
                 191,000   Bristol-Myers Squibb Co.                  21,117
                 250,000   Johnson & Johnson                         20,375
                 111,000   Merck & Co., Inc.                         15,013
                 187,000   Pfizer, Inc.                              20,067
                 118,000   Schering-Plough Corp.                     12,139
                 161,000   Warner-Lambert Co.                        12,618
                                                                 -----------
                                                                    101,329
                                                                 -----------
PRINTING & PUBLISHING--0.9%
                  88,000   McGraw-Hill Companies, Inc. (The)          7,914
                                                                 -----------
RETAIL (GENERAL MERCHANDISE)--1.7%
                 103,000   Costco Companies, Inc.(1)                  5,848
                 146,000   Wal-Mart Stores, Inc.                     10,074
                                                                 -----------
                                                                     15,922
                                                                 -----------
RETAIL (SPECIALTY)--0.4%
                  88,000   Home Depot, Inc.                           3,828
                                                                 -----------
TOBACCO--1.3%
                 239,000   Philip Morris Companies Inc.              12,219
                                                                 -----------
TOTAL COMMON STOCKS                                                 493,920
                                                                 -----------
   (Cost $375,240)

                                              See Notes to Financial Statements


10      1-800-345-2021


Balanced--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)
OCTOBER 31, 1998

Principal Amount              ($ in Thousands)                       Value
- --------------------------------------------------------------------------------
U.S. TREASURY SECURITIES--9.8%
                   $4,000  U.S. Treasury Notes, 5.50%,
                              12/31/00                               $4,099
                    2,500  U.S. Treasury Notes, 5.375%,
                              2/15/01                                 2,559
                   4,075   U.S. Treasury Notes, 7.75%,
                              2/15/01                                 4,377
                   2,000   U.S. Treasury Notes, 6.625%,
                              6/30/01                                 2,115
                   4,500   U.S. Treasury Notes, 6.625%,
                              7/31/01                                 4,767
                   7,150   U.S. Treasury Notes, 6.25%,
                              8/31/02                                 7,611
                   5,800   U.S. Treasury Notes, 7.25%,
                              5/15/04                                 6,589
                   5,000   U.S. Treasury Notes, 7.25%,
                              8/15/04                                 5,699
                   3,000   U.S. Treasury Notes, 7.875%,
                              11/15/04                                3,525
                   4,200   U.S. Treasury Notes, 5.875%,
                              11/15/05                                4,550
                   2,400   U.S. Treasury Notes, 7.00%,
                              7/15/06                                 2,765
                  10,500   U.S. Treasury Notes, 5.625%,
                              5/15/08                                11,315
                   5,000   U.S. Treasury Bonds, 12.00%,
                              8/15/08                                 7,717
                   4,000   U.S. Treasury Bonds, 9.125%,
                              5/15/18                                 5,810
                   2,500   U.S. Treasury Bonds, 8.875%,
                              2/15/19                                 3,570
                   4,500   U.S. Treasury Bonds, 7.50%,
                              11/15/24                                5,836
                   5,000   U.S. Treasury Bonds, 6.375%,
                              8/16/27                                 5,772
                   3,500   U.S. Treasury Bonds, 5.50%,
                              8/15/28                                 3,685
                                                                 -----------
TOTAL U.S. TREASURY SECURITIES                                       92,361
                                                                 -----------
   (Cost $87,493)

MORTGAGE--BACKED SECURITIES(2)--4.4%
                   4,802   FHLMC Pool #C00578, 6.50%,
                              1/1/28                                  4,846
                     281   FHLMC Series 106-EPAC
                              REMIC, 6.95%, 12/15/20                    282
                   2,000   FHLMC Series 77-HPAC REMIC,
                              8.50%, 9/15/20                          2,121
                   5,862   FNMA Pool #050985, 6.00%,
                              3/1/00                                  5,902
                     651   FNMA Pool #347879, 6.50%,
                              5/1/11                                    661
                     103   FNMA Pool #398955, 6.50%,
                              10/1/12                                   104

Principal Amount              ($ in Thousands)                       Value
- --------------------------------------------------------------------------------
                  $  387   FNMA Pool #251700, 6.50%,
                              5/1/13                                 $  393
                     167   FNMA Pool #429525, 6.50%,
                              5/1/13                                    170
                     425   FNMA Pool #421163, 6.50%,
                              6/1/13                                    432
                     738   FNMA Pool #421173, 6.50%,
                              6/1/13                                    750
                     544   FNMA Pool #421501, 6.50%,
                              6/1/13                                    552
                     374   FNMA Pool #429306, 6.50%,
                              6/1/13                                    380
                     199   FNMA Pool #433184, 6.50%,
                              6/1/13                                    203
                   3,807   FNMA Pool #413812, 6.50%,
                              1/1/28                                  3,840
                   6,994   FNMA Pool #411821, 7.00%,
                              1/1/28                                  7,155
                   6,097   GNMA Pool #002202, 7.00%,
                              4/20/26                                 6,198
                   2,937   GNMA Pool #467626, 7.00%,
                              2/15/28                                 3,008
                   3,658   GNMA Pool #458862, 7.50%,
                              2/15/28                                 3,774
                                                                 -----------
TOTAL MORTGAGE-BACKED SECURITIES                                     40,771
                                                                 -----------
   (Cost $40,006)

ASSET-BACKED SECURITIES(2)--4.7%
                   2,800   CIT RV Trust, Series 1998 A,
                              Class A4 SEQ, 6.09%, 2/15/12            2,872
                   5,000   First Merchants Auto Receivables
                              Corp., Series 1996 B, Class A2,
                              6.80%, 5/15/01                          5,091
                   5,879   First Union-Lehman Brothers
                           Commercial Mortgage, Series
                             1998 C2, Class A1 SEQ,
                              6.28%, 6/18/07                          5,994
                   3,750   FNMA Whole Loan,
                              Series 1995 W1, Class A6,
                              8.10%, 4/25/25                          3,916
                   3,000   Money Store (The) Home Equity
                              Trust, Series 1997 C, Class
                              AF6 SEQ, 6.67%, 3/1/03                  3,087
                   5,000   NationsBank Auto Owner Trust, 
                              Series 1996 A, Class B1,
                              6.75%, 6/15/01                          5,096
                   5,000   Premier Auto Trust, Series 1996-4,
                              Class CTFS, 6.65%, 8/6/02               5,105
                   3,000   Union Acceptance Corp.,
                              Series 1996 D, Class A3,
                              6.30%, 1/8/04                           3,074
                   4,350   United Companies Financial Corp.,
                              Home Equity Loan,
                              Series 1996 D1, Class A4,
                              6.78%, 2/15/16                          4,447

See Notes to Financial Statements


                                                 www.americancentury.com      11


Balanced--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)
OCTOBER 31, 1998

Principal Amount              ($ in Thousands)                       Value
- --------------------------------------------------------------------------------
                  $2,100   United Companies Financial Corp.,
                              Home Equity Loan,
                              Series 1996 D1, Class A5,
                              6.92%, 10/15/18                        $2,168
                   3,200   United Companies Financial Corp.,
                              Home Equity Loan,
                              Series 1997 C, Class A7, 6.85%,
                              1/15/29                                 3,313
                                                                 -----------
TOTAL ASSET-BACKED SECURITIES                                        44,163
                                                                 -----------
   (Cost $43,102)

CORPORATE BONDS--20.9%
BANKING--1.1%
                   5,000   First Union Corp., 8.77%,
                              11/15/99                                5,204
                   5,000   NationsBank Corp., 6.875%,
                              2/15/05                                 5,271
                                                                 -----------
                                                                     10,475
                                                                 -----------
COMMUNICATIONS SERVICES--2.1%
                   6,600   Cable & Wireless Communications,
                              6.625%, 3/6/05                          6,707
                   2,250   CSC Holdings Inc., 7.625%,
                              7/15/18                                 2,081
                   5,500   GTE Corp., 7.51%, 4/1/09                   6,273
                   3,000   GTE South, 7.25%, 8/1/02                   3,201
                   1,750   Qwest Communications
                              International Inc., 7.50%,
                              11/1/08 (Acquired 10/28/98,
                              Cost $1,738)(3)                         1,781
                                                                 -----------
                                                                     20,043
                                                                 -----------
ELECTRICAL & ELECTRONIC
COMPONENTS--1.1%
                   6,000   Anixter International Inc., 8.00%,
                              9/15/03                                 6,431
                   4,200   Yorkshire Power Finance,  
                              Series B, 6.15%, 2/25/03
                              (Acquired 2/19/98,
                              Cost $4,200)(3)                         4,267
                                                                 -----------
                                                                     10,698
                                                                 -----------
ENERGY (PRODUCTION & MARKETING)--0.3%
                   3,000   USX Corp., 6.85%, 3/1/08                   3,064
                                                                 -----------
ENERGY (SERVICES)--0.2%
                   2,000   Petroleum Geo-Services ASA,
                              7.125%, 3/30/28                         1,916
                                                                 -----------
FINANCIAL SERVICES--6.1%
                   2,800   Advanta Corp., MTN, Series B,
                              7.00%, 5/1/01                           2,463
                   3,500   Associates Corp., N.A., 6.375%,
                              10/15/02                                3,584
                   4,000   Associates First Capital Corp.,
                              6.75%, 7/15/01                          4,125

Principal Amount              ($ in Thousands)                       Value
- --------------------------------------------------------------------------------
                  $4,000   Comdisco, Inc., 6.375%,
                              11/30/01                               $4,152
                   6,000   Dean Witter, Discover & Co.,
                              6.875%, 3/1/03                          6,408
                   5,000   First USA, Inc., 7.00%, 8/20/01            5,260
                   3,500   Ford Motor Credit Co., 6.125%,
                              4/28/03                                 3,608
                   6,500   Ford Motor Credit Co., 6.75%,
                              5/15/05                                 6,871
                   4,300   Lehman Brothers Holdings Inc.,
                              6.625%, 11/15/00                        4,284
                   3,000   Money Store Inc. (The), 8.05%,
                              4/15/02                                 3,269
                   6,000   Norwest Financial, Inc., 6.25%,
                              11/1/02                                 6,238
                   7,000   Salomon Inc., 6.65%, 7/15/01               7,223
                                                                 -----------
                                                                     57,485
                                                                 -----------
HEALTHCARE--0.6%
                   5,000   Aetna Services, Inc., 6.75%,
                              8/15/01                                 5,169
                                                                 -----------
INSURANCE--1.5%
                   3,750   Nationwide Mutual Insurance Co.,
                              6.50%, 2/15/04 (Acquired
                              2/9/96, Cost $3,782)(3)                 3,942
                   5,000   Underwriters Reinsurance Co.,
                              7.875%, 6/30/06 (Acquired
                              8/6/96, Cost $5,156)(3)                 5,660
                   4,000   Zurich Capital Trust I, 8.38%,
                              6/1/37 (Acquired
                              5/28/97-6/11/97,
                              Cost $4,039)(3)                         4,465
                                                                 -----------
                                                                     14,067
                                                                 -----------
LEISURE--0.8%
                   4,200   Hilton Hotels Corp., 7.00%,
                              7/15/04                                 4,088
                   2,750   Time Warner Inc., 6.85%,
                              1/15/26                                 2,904
                                                                 -----------
                                                                      6,992
                                                                 -----------
METALS & MINING--1.1%
                   9,150   Barrick Gold Corp., 7.50%,
                              5/1/07                                  9,826
                                                                 -----------
PAPER & FOREST PRODUCTS--0.4%
                   4,100   Abitibi-Consolidated Inc., 7.40%,
                              4/1/18                                  3,725
                                                                 -----------
PRINTING & PUBLISHING--0.3%
                   3,000   News America Inc., 6.625%,
                              1/9/08                                  2,982
                                                                 -----------
REAL ESTATE--2.1%
                   1,100   Chelsea GCA Realty Partners,
                              7.25%, 10/21/07                         1,096

                                              See Notes to Financial Statements


12      1-800-345-2021


Balanced--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)
OCTOBER 31, 1998

Principal Amount              ($ in Thousands)                       Value
- --------------------------------------------------------------------------------
                  $6,800   Price REIT, Inc. (The), 7.25%,
                              11/1/00                                $7,045
                   3,800   Price REIT, Inc. (The), 7.125%,
                              6/15/04                                 4,005
                   2,500   Simon DeBartolo Group Inc.,
                              6.625%, 6/15/03 (Acquired
                              6/17/98, Cost $2,494)(3)                2,460
                   5,000   Spieker Properties, Inc., 6.80%,
                              12/15/01                                5,088
                                                                 -----------
                                                                     19,694
                                                                 -----------
RETAIL (GENERAL MERCHANDISE)--0.5%
                   4,000   Sears, Roebuck & Co., MTN,
                              7.12%, 6/4/04                           4,342
                                                                 -----------
TOBACCO--1.0%
                   3,500   Philip Morris Companies Inc.,
                              6.80%, 12/1/03                          3,723
                   5,500   Philip Morris Companies Inc.,
                              6.95%, 6/1/06                           5,773
                                                                 -----------
                                                                      9,496
                                                                 -----------
UTILITIES--1.7%
                   5,000   Avon Energy Partners Holdings,
                              7.05%, 12/11/07 (Acquired
                              1/20/98, Cost $5,198)(3)                5,278
                   6,000   CalEnergy Co. Inc., 7.63%,
                              10/15/07                                6,244
                   2,000   Kansas Power & Light Co.,
                              8.875%, 3/1/00                          2,100
                   2,000   Texas Utilities Electric Co.,
                              8.125%, 2/1/02                          2,177
                                                                 -----------
                                                                     15,799
                                                                 -----------
TOTAL CORPORATE BONDS                                               195,773
                                                                 -----------
   (Cost $189,084)

Principal Amount              ($ in Thousands)                       Value
- --------------------------------------------------------------------------------
SOVEREIGN GOVERNMENTS & AGENCIES--0.7%
                  $6,000   Hydro-Quebec, MTN, 7.02%,
                              3/23/05                                $6,399
                                                                 -----------
   (Cost $5,569)

TEMPORARY CASH INVESTMENTS--6.9%
   Repurchase Agreement, BA Security Services,
    Inc., (U.S. Treasury obligations), in a joint
    trading account at 5.35%, dated 10/30/98,
    due 11/2/98 (Delivery value $17,908)                             17,900
   Repurchase Agreement, State Street Boston
    Corp., (U.S. Treasury obligations), in a joint
    trading account at 5.42%, dated 10/30/98,
    due 11/2/98 (Delivery value $47,021)                             47,000
                                                                 -----------
TOTAL TEMPORARY CASH INVESTMENTS                                     64,900
                                                                 -----------
   (Cost $64,900)
TOTAL INVESTMENT SECURITIES--100.0%                                $938,287
                                                                 ===========
   (Cost $805,394)

FUTURES CONTRACTS
                           ($ in Thousands)
                                    Underlying
                   Expiration       Face Amount      Unrealized
   Purchased          Date           at Value           Gain
- ----------------------------------------------------------------
  179 S&P 500       December
    Futures           1998           $49,458           $3,359
                                  ===============================

NOTES TO SCHEDULE OF INVESTMENTS

FHLMC = Federal Home Loan Mortgage Corporation
FNMA = Federal National Mortgage Association
GNMA = Government National Mortgage Association
MTN = Medium Term Note

(1)  Non-income producing.

(2)  Final maturity indicated.  Expected remaining maturity used for purposes of
     calculating the weighted average portfolio maturity.

(3)  Security was purchased  under Rule 144A of the Securities Act of 1933 or is
     a private  placement and, unless  registered under the Act or exempted from
     registration,  may only be sold to qualified institutional  investors.  The
     aggregate  value of restricted  securities at October 31, 1998, was $27,853
     which represented 2.9% of net assets.

- --------------------------------------------------------------------------------
UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  tells  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:

* a list of each investment

* the share amount (stocks) or principal amount (bonds) of each investment

* the market value of each investment

* the percentage of investments in each industry, as applicable

* the percent and dollar breakdown of each investment category

See Notes to Financial Statements


                                                 www.americancentury.com      13


Statement of Assets and Liabilities
- --------------------------------------------------------------------------------
OCTOBER 31, 1998

ASSETS                                   (In Thousands Except Per-Share Amounts)
Investment securities, at value
  (identified cost of $805,394)
  (Note 3) ................................................         $    938,287
Cash ......................................................                3,292
Receivable for investments sold ...........................                   35
Receivable for variation margin on
  futures contracts .......................................                  389
Dividends and interest receivable .........................                6,583
                                                                    ------------
                                                                         948,586
                                                                    ------------
LIABILITIES
Disbursements in excess of
  demand deposit cash .....................................                  729
Payable for investments purchased .........................                1,738
Payable for capital shares redeemed .......................                  480
Accrued management fees (Note 2) ..........................                  771
Distribution fees payable (Note 2) ........................                    1
Service fees payable (Note 2) .............................                    1
Payable for directors' fees and expenses ..................                    1
Accrued expenses and other liabilities ....................                    1
                                                                    ------------
                                                                           3,722
                                                                    ------------
Net Assets ................................................         $    944,864
                                                                    ============

NET ASSETS CONSIST OF:
Capital (par value and paid in surplus) ...................         $    709,149
Undistributed net investment income .......................                2,690
Accumulated undistributed net
  realized gain on investment
  and foreign currency transactions .......................               96,773
Net unrealized appreciation on
  investments and translation
  of assets and liabilities in foreign
  currencies (Note 3) .....................................              136,252
                                                                    ------------
                                                                    $    944,864
                                                                    ============
Investor Class, $0.01 Par Value
  ($ and shares in full)
Net assets ................................................         $938,140,799
Shares outstanding ........................................           48,384,825
Net asset value per share .................................         $      19.39

Advisor Class, $0.01 Par Value
 ($ and shares in full)
Net assets ................................................         $  6,722,899
Shares outstanding ........................................              346,887
Net asset value per share .................................         $      19.38

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF ASSETS AND  LIABILITIES--This  statement details
what the fund owns (assets),  what it owes (liabilities),  and its net assets as
of the last day of the period.  If you subtract  what the fund owes from what it
owns,  you get the fund's net assets.  For each class of shares,  the net assets
divided  by the total  number of  shares  outstanding  gives you the price of an
individual share, or the net asset value per share.

NET ASSETS are also broken out by capital (money invested by shareholders);  net
investment  income not yet paid to  shareholders or net investment  losses;  net
gains earned on investments  but not yet paid to  shareholders  or net losses on
investments (known as realized gains or losses); and finally, gains or losses on
securities  still  owned  by the  fund  (known  as  unrealized  appreciation  or
depreciation).  This  breakout  tells  you the  value  of net  assets  that  are
performance-related,  such as investment  gains or losses,  and the value of net
assets that are not related to performance,  such as shareholder investments and
redemptions.

                                              See Notes to Financial Statements


14      1-800-345-2021


Statement of Operations
- --------------------------------------------------------------------------------
YEAR ENDED OCTOBER 31, 1998

INVESTMENT INCOME                                                 (In Thousands)
Income:
Interest ..................................................           $  26,326
Dividends .................................................               3,933
                                                                      ---------
                                                                         30,259
                                                                      ---------
Expenses (Note 2):
Management fees ...........................................               9,549
Distribution fees -- Advisor Class ........................                  16
Service fees -- Advisor Class .............................                  16
Directors' fees and expenses ..............................                   9
                                                                      ---------
                                                                          9,590
                                                                      ---------

Net investment income .....................................              20,669
                                                                      ---------

REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS AND
FOREIGN CURRENCY (NOTE 3)
Net realized gain (loss) on:
Investments ...............................................             101,425
Foreign currency transactions .............................                 (94)
                                                                      ---------
                                                                        101,331
                                                                      ---------
Change in net unrealized
appreciation on:
Investments ...............................................             (26,665)
Translation of assets and
  liabilities in foreign currencies .......................                 116
                                                                      ---------
                                                                        (26,549)
                                                                      ---------

Net realized and unrealized
  gain on investments .....................................              74,782
                                                                      ---------
Net Increase in Net Assets
  Resulting from Operations ...............................           $  95,451
                                                                      =========

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF  OPERATIONS--This  statement breaks down how the
fund's  net  assets  changed  during  the  period  as a  result  of  the  fund's
operations.  It tells you how much money the fund made or lost after taking into
account income,  fees and expenses,  and investment gains or losses. It does not
include shareholder transactions and distributions.

Fund OPERATIONS include:

* income earned from investments

* management fees and other expenses

* gains or losses from selling investments (known as realized gains or losses)

* gains or losses on current fund holdings (known as unrealized appreciation or
  depreciation)

See Notes to Financial Statements


                                                 www.americancentury.com      15


Statements of Changes in Net Assets
- --------------------------------------------------------------------------------
YEARS ENDED OCTOBER 31, 1998 AND OCTOBER 31, 1997

Increase in Net Assets                                   1998             1997

OPERATIONS                                                   (In Thousands)
Net investment income ..........................      $  20,669       $  19,451
Net realized gain on investments
  and foreign currency transactions ............        101,331          75,936
Change in net unrealized
  appreciation on investments and
  translation of assets and liabilities
  in foreign currencies ........................        (26,549)         41,356
                                                      ---------       ---------
Net increase in net assets
  resulting from operations ....................         95,451         136,743
                                                      ---------       ---------

DISTRIBUTIONS TO
SHAREHOLDERS
From net investment income:
  Investor Class ...............................        (20,729)        (20,449)
  Advisor Class ................................           (125)            (55)
From net realized gains from
  investment transactions:
  Investor Class ...............................        (75,512)        (64,787)
  Advisor Class ................................           (492)           --
                                                      ---------       ---------
Decrease in net assets
  from distributions ...........................        (96,858)        (85,291)
                                                      ---------       ---------

CAPITAL SHARE TRANSACTIONS
(NOTE 4)
Net increase in net assets from
  capital share transactions ...................         14,410           1,241
                                                      ---------       ---------

Net increase in net assets .....................         13,003          52,693

NET ASSETS
Beginning of year ..............................        931,861         879,168
                                                      ---------       ---------
End of year ....................................      $ 944,864       $ 931,861
                                                      =========       =========

Undistributed net investment income ............      $   2,690       $   2,562
                                                      =========       =========

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF CHANGES IN NET ASSETS--These statements show how
the fund's net assets  changed over the past two reporting  periods.  It details
how much a fund grew or shrank as a result of:

* operations--a summary of the Statement of Operations from the previous page
  for the most recent period

* distributions--income and gains distributed to shareholders

* share transactions--shareholders' purchases, reinvestments, and redemptions

Net  assets  at the  beginning  of  the  period  plus  the  sum  of  operations,
distributions  to  shareholders  and capital  share  transactions  result in net
assets at the end of the period.

                                              See Notes to Financial Statements


16      1-800-345-2021


Notes to Financial Statements
- --------------------------------------------------------------------------------
OCTOBER 31, 1998

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION--American  Century  Mutual Funds,  Inc. (the  Corporation)  is
registered under the Investment  Company Act of 1940 as an open-end  diversified
management investment company.  American Century Balanced Fund (the Fund) is one
of the twelve series of funds issued by the Corporation.  The Fund's  investment
objective is to seek capital growth and current  income.  The Fund is authorized
to issue three classes of shares: the Investor Class, the Advisor Class, and the
Institutional  Class.  The three classes of shares differ  principally  in their
respective shareholder servicing and distribution expenses and arrangements. All
shares of the Fund  represent  an equal pro rata  interest  in the assets of the
class  to  which  such  shares  belong,  and have  identical  voting,  dividend,
liquidation and other rights and the same terms and conditions, except for class
specific  expenses  and  exclusive  rights  to vote on  matters  affecting  only
individual  classes.  The  following  significant  accounting  policies  are  in
accordance with generally accepted accounting principles.

     SECURITY  VALUATIONS--Portfolio  securities traded primarily on a principal
securities  exchange are valued at the last reported sales price, or the mean of
the  latest  bid and  asked  prices  where no last  sales  price  is  available.
Securities traded  over-the-counter are valued at the mean of the latest bid and
asked prices or, in the case of certain foreign securities, at the last reported
sales price,  depending on local  convention or regulation.  Debt securities not
traded on a  principal  securities  exchange  are  valued  through a  commercial
pricing  service or at the mean of the most  recent bid and asked  prices.  When
valuations  are not readily  available,  securities  are valued at fair value as
determined in accordance with procedures adopted by the Board of Directors.

     SECURITY  TRANSACTIONS--Security  transactions  are accounted for as of the
trade date. Net realized gains and losses are determined on the identified  cost
basis, which is also used for federal income tax purposes.

     INVESTMENT  INCOME--Dividend income less foreign taxes withheld (if any) is
recorded as of the ex-dividend date.  Interest income is recorded on the accrual
basis and includes accretion of discounts and amortization of premiums.

     FOREIGN  CURRENCY  TRANSACTIONS--The  accounting  records  of the  Fund are
maintained in U.S. dollars.  All assets and liabilities  initially  expressed in
foreign  currencies  are  translated  into U.S.  dollars at prevailing  exchange
rates.  Purchases  and sales of  investment  securities,  dividend  and interest
income, and certain expenses are translated at the rates of exchange  prevailing
on the respective dates of such transactions.

     Net realized foreign currency  exchange gains or losses arise from sales of
foreign  currencies  and the  difference  between  asset and  liability  amounts
initially stated in foreign  currencies and the U.S. dollar value of the amounts
actually  received or paid. Net unrealized  foreign  currency  exchange gains or
losses  arise from  changes in the value of assets and  liabilities,  other than
portfolio securities, resulting from changes in the exchange rates.

     Net realized  and  unrealized  foreign  currency  exchange  gains or losses
occurring  during the holding period of portfolio  securities are a component of
realized gain (loss) on investments and unrealized  appreciation  (depreciation)
on investments, respectively.

     FORWARD  FOREIGN  CURRENCY  EXCHANGE  CONTRACTS--The  Fund may  enter  into
forward foreign currency exchange contracts for the purpose of settling specific
purchases or sales of securities  denominated in a foreign  currency or to hedge
the Fund's  exposure  to  foreign  currency  exchange  rate  fluctuations.  When
required,  the Fund will segregate  assets in an amount  sufficient to cover its
obligations  under the hedge  contracts.  The net U.S.  dollar  value of foreign
currency  underlying  all  contractual  commitments  held  by the  Fund  and the
resulting  unrealized  appreciation or depreciation  are determined  daily using
prevailing exchange rates.  Forward contracts involve elements of risk in excess
of the amount  reflected in the  Statement of Assets and  Liabilities.  The Fund
bears the risk of an unfavorable  change in the foreign  currency  exchange rate
underlying  the  forward  contract.  Additionally,   losses  may  arise  if  the
counterparties  do not  perform  under the  contract  terms.  There were no open
forward foreign currency exchange contracts at October 31, 1998.

     FUTURES CONTRACTS--The Fund may enter into stock index futures contracts in
order to manage the Fund's exposure to changes in market conditions.  One of the
risks of entering  into  futures  contracts  includes the  possibility  that the
change in value of the contract may not  correlate  with the changes in value of
the underlying  securities.  Upon entering into a futures contract,  the Fund is
required to deposit  either cash or  securities  in an amount equal to a certain
percentage  of  the  contract  value  (initial  margin).   Subsequent   payments
(variation  margin)  are made or  received  daily,  in cash,  by the  Fund.  The
variation  margin is equal to the  daily  change  in the  contract  value and is
recorded as unrealized gains and losses.  The Fund recognizes a realized gain or
loss when the contract is closed or expires.  Net realized and unrealized  gains
or losses  occurring  during  the  holding  period of  futures  contracts  are a
component of realized gain (loss) on  investments  and  unrealized  appreciation
(depreciation) on investments, respectively.


                                                 www.americancentury.com      17


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)
OCTOBER 31, 1998

     REPURCHASE  AGREEMENTS--The Fund may enter into repurchase  agreements with
institutions  the  Fund's  investment   manager,   American  Century  Investment
Management,  Inc. (ACIM),  has determined are creditworthy  pursuant to criteria
adopted by the Board of  Directors.  Each  repurchase  agreement  is recorded at
cost. The Fund requires that collateral,  represented by securities, received in
a repurchase  transaction be transferred to the custodian in a manner sufficient
to enable the Fund to obtain those  securities  in the event of a default  under
the  repurchase  agreement.  ACIM  monitors,  on a daily basis,  the  securities
transferred to ensure the value,  including accrued interest,  of the securities
under each repurchase  agreement is equal to or greater than amounts owed to the
Fund under each repurchase agreement.

     JOINT  TRADING  ACCOUNT--Pursuant  to an  Exemptive  Order  issued  by  the
Securities  and  Exchange  Commission,  the Fund,  along with  other  registered
investment  companies  having  management  agreements  with ACIM,  may  transfer
uninvested  cash  balances  into a joint  trading  account.  These  balances are
invested in one or more repurchase agreements that are collateralized by U.S.
Treasury or Agency obligations.

     INCOME TAX  STATUS--It is the policy of the Fund to distribute  all taxable
income and capital gains to shareholders and to otherwise qualify as a regulated
investment  company under provisions of the Internal Revenue Code.  Accordingly,
no provision has been made for federal or state income taxes.

     DISTRIBUTIONS TO  SHAREHOLDERS--Distributions  to shareholders are recorded
on the ex-dividend date.  Distributions  from net investment income are declared
and paid quarterly.  Distributions from net realized gains are declared and paid
annually.

     The  character of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes.  These differences  reflect the differing character
of certain income items and net gains and losses for financial statement and tax
purposes and may result in reclassification among certain capital accounts.

     ADDITIONAL INFORMATION--Funds  Distributor, Inc. (FDI) is the Corporation's
distributor. Certain officers of FDI are also officers of the Corporation.

- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES

     The  Corporation  has entered  into a Management  Agreement  with ACIM that
provides the Fund with investment  advisory and management  services in exchange
for a single,  unified management fee per class. The Agreement provides that all
expenses of the Fund, except brokerage commissions, taxes, interest, expenses of
those  directors  who are not  considered  interested  persons as defined in the
Investment  Company  Act of 1940  (including  counsel  fees)  and  extraordinary
expenses, will be paid by ACIM. The fee is computed daily and paid monthly based
on the Fund's class average daily closing net assets during the previous  month.
The  annual  management  fee is 1.00% for the  Investor  Class and 0.75% for the
Advisor Class.

     The Board of Directors  has adopted the Advisor  Class Master  Distribution
and  Shareholder  Services  Plan  (the  Plan),  pursuant  to Rule  12b-1  of the
Investment Company Act of 1940. The Plan provides that the Fund will pay ACIM an
annual  distribution  fee equal to 0.25% and annual  service fee equal to 0.25%.
The fees are  computed  daily  and paid  monthly  based on the  Advisor  Class's
average daily closing net assets during the previous month. The distribution fee
provides   compensation   for  distribution   expenses   incurred  by  financial
intermediaries  in  connection  with  distributing  shares of the Advisor  Class
including,  but not limited to,  payments to  brokers,  dealers,  and  financial
institutions  that have entered into sales  agreements with respect to shares of
the  Fund.  The  service  fee  provides   compensation   for   shareholder   and
administrative  services  rendered by ACIM, its affiliates or independent  third
party  providers.  Fees incurred by the Fund under the Master  Distribution  and
Shareholder Services Plan during the year ended October 31, 1998 were $32,134.

     Certain  officers and directors of the Corporation are also officers and/or
directors,  and,  as a  group,  controlling  stockholders  of  American  Century
Companies,  Inc., the parent of the Corporation's  investment manager, ACIM, and
the Corporation's transfer agent, American Century Services Corporation.


18      1-800-345-2021


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)
OCTOBER 31, 1998
- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

    Purchases of investment securities,  excluding short-term  investments,  for
the year ended October 31, 1998,  totaled  $939,529,592,  of which  $146,524,230
represented  U.S.   Treasury  and  Agency   obligations.   Sales  of  investment
securities, excluding short-term investments,  totaled $1,032,487,005,  of which
$116,255,803 represented U.S. Treasury and Agency obligations.

    As  of  October  31,  1998,  accumulated  net  unrealized  appreciation  was
$130,096,821,  based on the aggregate cost of investments  of  $808,190,005  for
federal  income tax  purposes,  which  consisted of unrealized  appreciation  of
$135,285,306 and unrealized depreciation of $5,188,485.

- --------------------------------------------------------------------------------
4. CAPITAL SHARE TRANSACTIONS

  There are  100,000,000  shares of the Investor Class and 50,000,000  shares of
the Advisor Class  authorized for issuance.  Transactions  in shares of the Fund
were as follows:

                                                          SHARES         AMOUNT
INVESTOR CLASS                                               (In Thousands)
Year ended October 31, 1998
Sold .............................................         9,532      $ 184,305
Issued in reinvestment of distributions ..........         5,211         94,198
Redeemed .........................................       (13,720)      (265,088)
                                                       ---------      ---------
Net increase .....................................         1,023      $  13,415
                                                       =========      =========

Year ended October 31, 1997
Sold .............................................        13,169      $ 242,933
Issued in reinvestment of distributions ..........         4,752         83,837
Redeemed .........................................       (17,963)      (330,837)
                                                       ---------      ---------
Net decrease .....................................           (42)     $  (4,067)
                                                       =========      =========

ADVISOR CLASS
Year ended October 31, 1998
Sold .............................................            79      $   1,523
Issued in reinvestment of distributions ..........            34            616
Redeemed .........................................           (59)        (1,144)
                                                       ---------      ---------
Net increase .....................................            54      $     995
                                                       =========      =========

January 6, 1997(1) through October 31, 1997
Sold .............................................           296      $   5,372
Issued in reinvestment of distributions ..........             3             55
Redeemed .........................................            (6)          (119)
                                                       ---------      ---------
Net increase .....................................           293      $   5,308
                                                       =========      =========

(1)  Commencement of sale of the Advisor Class.


                                                 www.americancentury.com      19


Balanced--Financial Highlights
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                             FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31
                                                                   Investor Class
                                              1998          1997          1996          1995          1994
PER-SHARE DATA
<S>                                        <C>           <C>           <C>           <C>           <C>    
Net Asset Value, Beginning of Year .....   $ 19.55       $ 18.55       $ 17.70       $ 15.94       $ 16.52
                                           -------       -------       -------       -------       -------
Income From Investment Operations
Net Investment Income ..................      0.42(1)       0.40(1)       0.44(1)       0.48(1)       0.42
Net Realized and Unrealized Gain
(Loss) on Investment Transactions ......      1.45          2.41          1.88          2.03         (0.58)
                                           -------       -------       -------       -------       -------
Total From Investment Operations .......      1.87          2.81          2.32          2.51         (0.16)
                                           -------       -------       -------       -------       -------
Distributions
From Net Investment Income .............     (0.43)        (0.43)        (0.46)        (0.48)        (0.42)
From Net Realized Gains on
Investment Transactions ................     (1.60)        (1.38)        (1.01)        (0.27)         --
                                           -------       -------       -------       -------       -------
Total Distributions ....................     (2.03)        (1.81)        (1.47)        (0.75)        (0.42)
                                           -------       -------       -------       -------       -------
Net Asset Value, End of Year ...........   $ 19.39       $ 19.55       $ 18.55       $ 17.70       $ 15.94
                                           =======       =======       =======       =======       =======
Total Return(2) ........................     10.46%        16.34%        14.04%        16.36%        (0.93)%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
to Average Net Assets ..................      1.00%         1.00%         0.99%         0.98%         1.00%
Ratio of Net Investment Income
to Average Net Assets ..................      2.16%         2.15%         2.50%         2.90%         2.70%
Portfolio Turnover Rate ................       102%          110%          130%           85%           94%
Net Assets, End of Year
(in millions) ..........................   $   938       $   926       $   879       $   816       $   704
</TABLE>

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

(2) Total  return   assumes   reinvestment   of  dividends   and  capital  gains
    distributions, if any.

- --------------------------------------------------------------------------------
UNDERSTANDING THE FINANCIAL HIGHLIGHTS--These  statements itemize current period
activity and  statistics  and provide  comparison  data for the last five fiscal
years (or less, if the class is not five years old).

On a per-share basis, it includes:

* share price at the beginning of the period

* investment income and capital gains or losses

* income and capital gains distributions paid to shareholders

* share price at the end of the period

It also includes some key statistics for the period:

* total return--the overall percentage return of the fund, assuming reinvestment
  of all distributions

* expense ratio--operating expenses as a percentage of average net assets

* net income ratio--net investment income as a percentage of average net assets

* portfolio turnover--the percentage of the portfolio that was replaced during
  the period

                                              See Notes to Financial Statements


20      1-800-345-2021


Balanced--Financial Highlights
- --------------------------------------------------------------------------------
                                                                    (Continued)

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                                         Advisor Class
                                                       1998         1997(1)
PER-SHARE DATA
Net Asset Value, Beginning of Period ........     $   19.55       $   17.46
                                                  ---------       ---------
Income From Investment Operations
  Net Investment Income(2) ..................          0.37            0.29
  Net Realized and Unrealized Gain
  on Investment Transactions ................          1.44            2.04
                                                  ---------       ---------
  Total From Investment Operations ..........          1.81            2.33
                                                  ---------       ---------
Distributions
  From Net Investment Income ................         (0.38)          (0.24)
  From Net Realized Gains on
  Investment Transactions ...................         (1.60)           --
                                                  ---------       ---------
  Total Distributions .......................         (1.98)          (0.24)
                                                  ---------       ---------
Net Asset Value, End of Period ..............     $   19.38       $   19.55
                                                  =========       =========
  Total Return(3) ...........................         10.15%          13.42%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
  to Average Net Assets .....................          1.25%           1.25%(4)
Ratio of Net Investment Income
  to Average Net Assets .....................          1.91%           1.90%(4)
Portfolio Turnover Rate .....................           102%            110%
Net Assets, End of Period
  (in thousands) ............................     $   6,723       $   5,724

(1) January 6, 1997 (commencement of sale) through October 31, 1997.

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

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

(4) Annualized.

See Notes to Financial Statements


                                                 www.americancentury.com      21


Independent Auditors' Report
- --------------------------------------------------------------------------------

The Board of Directors and Shareholders,
American Century Mutual Funds, Inc.:

We have audited the accompanying statement of assets and liabilities,  including
the schedule of investments, of American Century Balanced Fund (the "Fund"), one
of the funds comprising  American Century Mutual Funds,  Inc., as of October 31,
1998,  and the  related  statements  of  operations  for the year then ended and
changes in net assets for each of the years in the  two-year  period then ended,
and the financial  highlights  for each of the periods in the  five-year  period
then ended.  These  financial  statements  and the financial  highlights are the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these financial  statements and the financial highlights based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned at October
31,  1998 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  such  financial  statements  and financial  highlights  present
fairly,  in all material  respects,  the financial  position of American Century
Balanced Fund as of October 31, 1998, the results of its operations, the changes
in its net  assets,  and the  financial  highlights  for the  respective  stated
periods in conformity with generally accepted accounting principles.

Deloitte & Touche LLP
Kansas City, Missouri
December 8, 1998


22      1-800-345-2021


Share Class and Retirement Account Information
- --------------------------------------------------------------------------------

SHARE CLASSES

     American Century offers three classes of shares for Balanced.  One class is
for investors who buy directly from American  Century,  one is for investors who
buy through financial  intermediaries,  and the third is for large institutional
customers.

     The original  class of Balanced  shares is called the INVESTOR  CLASS.  All
shares issued and outstanding  before September 3, 1996, have been designated as
Investor  Class  shares.  Investor  Class  shares  may also be  purchased  after
September 3, 1996.  Investor Class  shareholders  do not pay any  commissions or
other fees for purchase of fund shares directly from American Century. Investors
who buy Investor Class shares through a broker-dealer may be required to pay the
broker-dealer a transaction fee. THE PRICE AND PERFORMANCE OF THE INVESTOR CLASS
SHARES ARE LISTED IN NEWSPAPERS. NO OTHER CLASS IS CURRENTLY LISTED.

     In  addition,  there is an  ADVISOR  CLASS,  which is sold  through  banks,
broker-dealers,  insurance  companies,  and  financial  advisors.  Advisor Class
shares are subject to a 0.50% Rule 12b-1 service and  distribution  fee. Half of
that fee is available to pay for recordkeeping and administrative  services, and
half is available to pay for  distribution  services  provided by the  financial
intermediary  through  which the Advisor Class shares are  purchased.  The total
expense  ratio of the Advisor Class is 0.25% higher than the total expense ratio
of the Investor Class.

     An  INSTITUTIONAL  CLASS  is also  available  to  endowments,  foundations,
defined-benefit  pension  plans,  or  financial   intermediaries  serving  these
investors.   This  class   recognizes  the  relatively  lower  cost  of  serving
institutional customers and others who invest at least $5 million in an American
Century fund or at least $10 million in multiple  funds.  In  recognition of the
larger  investments and account  balances and  comparatively  lower  transaction
costs, the total expense ratio of the Institutional Class is 0.20% less than the
total expense ratio of the Investor Class shares.

     All  classes  of  shares  represent  a pro rata  interest  in the funds and
generally have the same rights and preferences.

RETIREMENT ACCOUNT INFORMATION

     As required by law, any  distributions  you receive from an IRA and certain
403(b)  distributions [not eligible for rollover to an IRA or to another 403(b)]
are subject to federal  income tax  withholding  at the rate of 10% of the total
amount withdrawn,  unless you elect not to have withholding  apply. If you don't
want us to withhold on this amount, you may send us a written notice not to have
the federal  income tax  withheld.  Your written  notice is valid for six months
from the date of receipt at American Century.  Even if you plan to roll over the
amount you withdraw to another tax-deferred  account, the withholding rate still
applies to the withdrawn  amount unless we have received a written notice not to
withhold federal income tax within six months prior to the withdrawal.

     When you plan to withdraw,  you may make your  election by  completing  our
Exchange/Redemption  form or an IRS Form W-4P.  Call American  Century to obtain
either form. Your written election is valid for only six months from the date of
receipt at American Century. You may revoke your election at any time by sending
a written notice to us.

     Remember, even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable  portion of your  withdrawal.  If you elect
not to have income tax  withheld or you don't have enough  income tax  withheld,
you may be  responsible  for payment of estimated  tax. You may incur  penalties
under the estimated tax rules if your withholding and estimated tax payments are
not sufficient.


                                                 www.americancentury.com      23


Background Information
- --------------------------------------------------------------------------------

INVESTMENT PHILOSOPHY AND POLICIES

     The American Century Group consists of mostly  moderate-risk  and specialty
funds including conservative equity, balanced,  asset allocation,  gold, natural
resources,  utilities,  and  real  estate  funds.  In  general,  aside  from the
specialty  funds,  which have  unique  risks,  this fund group is for  investors
seeking core portfolio  holdings in the middle ground between  aggressive  stock
funds and money market and bond funds.

     BALANCED seeks capital growth and current income.  The fund keeps about 60%
of its assets in U.S.  stocks.  Under normal  market  conditions,  the remaining
assets are held in quality intermediate-term bonds.

     The  stock  and bond  portfolios  are  managed  by  teams,  rather  than by
individual  "star"  managers.  We believe  this allows us to make  better,  more
consistent management decisions.

     We attempt  to keep the fund fully  invested  at all times,  regardless  of
short-term market activity.  Experience has shown that market gains can occur in
unpredictable  spurts  and that  missing  even some of those  opportunities  may
significantly limit the potential for gain.

COMPARATIVE INDICES

     The  indices  listed  below  are used in the  report  for fund  performance
comparisons. They are not investment products available for purchase.

     The BLENDED INDEX is considered the benchmark for Balanced. It combines two
widely known indices in  proportion  to the asset mix of the fund.  Accordingly,
60% of the index is  represented  by the S&P 500,  which reflects the 60% of the
fund's assets invested in equity  securities.  The remaining 40% of the index is
represented  by  the  Lehman  Intermediate   Government/Corporate  Index,  which
reflects the 40% of the fund's assets  invested in  intermediate-term  bonds and
other fixed-income securities.

     The  LEHMAN  INTERMEDIATE   GOVERNMENT/CORPORATE  INDEX  is  considered  to
represent the performance of a portfolio of  intermediate-term  U.S.  government
and corporate bonds. The index includes the Lehman Government and Corporate Bond
indices, which are composed of U.S. government,  Treasury, and agency securities
with one- to 10-year maturities, as well as corporate and Yankee bonds with one-
to 10-year maturities.

     The  S&P  500  is a  capitalization-weighted  index  of the  stocks  of 500
publicly  traded  U.S.  companies  that are  considered  to be leading  firms in
dominant  industries.  Created by  Standard & Poor's  Corporation,  the index is
viewed as a broad measure of U.S. stock market performance.

INVESTMENT TEAM LEADERS

EQUITY PORTFOLIO MANAGERS
     JIM STOWERS III
     BRUCE WIMBERLY
     JOHN SYKORA, CFA

FIXED-INCOME PORTFOLIO MANAGERS
     BUD HOOPS
     JEFF HOUSTON, CFA


24      1-800-345-2021


Glossary
- --------------------------------------------------------------------------------

FIXED-INCOME TERMS

* CREDIT QUALITY  reflects the financial  strength of a debt security issuer and
the likelihood of timely payment of interest and principal.

* DURATION  is a measure  of the  sensitivity  of a  fixed-income  portfolio  to
interest  rate  changes.  It is a  time-weighted  average  of the  interest  and
principal  payments  of the  securities  in a  portfolio.  As the  duration of a
portfolio  increases,  the impact of a change in interest  rates on the value of
the portfolio also increases.

* STANDARD & POOR'S (S&P) is an independent  rating company.  The credit ratings
issued by S&P reflect the perceived  financial strength (credit quality) of debt
issuers.  Debt securities rated "investment  grade" (deemed to be of high enough
credit quality to be appropriate  investments for banks and other  institutions)
by S&P are those rated BBB or higher (the highest rating is AAA).

* WEIGHTED AVERAGE MATURITY (WAM) is another measurement of the sensitivity of a
fixed-income  portfolio to interest rate changes. WAM indicates the average time
until the securities in the portfolio  mature,  weighted by dollar  amount.  The
longer the WAM, the more interest  rate  exposure and interest rate  sensitivity
the portfolio has.

RETURNS

* TOTAL  RETURN  figures  show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

* AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations in a fund's return;  they are not the same as  year-by-year  results.
For  fiscal   year-by-year  total  returns,   please  refer  to  the  "Financial
Highlights" on pages 20 and 21.

YIELDS

* 30-DAY SEC YIELD  represents net  investment  income earned by the fund over a
30-day period,  expressed as an annual percentage rate based on the fund's share
price at the end of the 30-day  period.  The SEC yield  should be regarded as an
estimate  of the  fund's  rate of  investment  income,  and it may not equal the
fund's  actual  income  distribution  rate,  the income paid to a  shareholder's
account, or the income reported in the fund's financial statements.

EQUITY TERMS

*  BLUE-CHIP  STOCKS--generally   considered  to  be  the  stocks  of  the  most
established  companies in American  industry.  They are generally large,  fairly
stable  companies that have  demonstrated  consistent  earnings and usually have
long-term growth potential. Examples include General Electric and Coca-Cola.

* CYCLICAL  STOCKS--generally  considered  to be stocks whose price and earnings
fluctuations  tend to follow the ups and downs of the business  cycle.  Examples
include the stocks of automobile  manufacturers,  steel  producers,  and textile
operators.

* GROWTH  STOCKS--generally  considered to be the stocks of companies  that have
experienced  above-average  earnings  growth and appear  likely to continue such
growth.  These  stocks  often sell at high P/E ratios.  Examples can include the
stocks of high-tech, healthcare, and consumer staple companies.

* VALUE  STOCKS--generally  considered to be stocks that are  purchased  because
they are relatively inexpensive. These stocks are typically characterized by low
P/E ratios.

*  LARGE-CAPITALIZATION  ("LARGE-CAP")  STOCKS--generally  considered  to be the
stocks of companies with a market capitalization (the total value of a company's
outstanding  stock) of more than $5  billion.  These tend to be the stocks  that
make up the Dow Jones Industrial Average and the S&P 500.

*  MEDIUM-CAPITALIZATION  ("MID-CAP")  STOCKS--generally  considered  to be  the
stocks of companies with a market capitalization (the total value of a company's
outstanding  stock)  between $1  billion  and $5  billion.  These tend to be the
stocks that make up the S&P MidCap 400.


                                                 www.americancentury.com      25


Notes
- --------------------------------------------------------------------------------


26      1-800-345-2021


Notes
- --------------------------------------------------------------------------------


                                                 www.americancentury.com      27


Notes
- --------------------------------------------------------------------------------


28      1-800-345-2021


[inside back cover]

American Century Funds

Benham Group(reg.sm)
TAXABLE BOND FUNDS
U.S. Treasury & Government
   Short-Term Treasury
   Short-Term Government
   GNMA
   Intermediate-Term Treasury
   Long-Term Treasury
   Inflation-Adjusted Treasury
   Target Maturities Trust: 2000
   Target Maturities Trust: 2005
   Target Maturities Trust: 2010
   Target Maturities Trust: 2015
   Target Maturities Trust: 2020
   Target Maturities Trust: 2025
Corporate & Diversified
   Limited-Term Bond
   Intermediate-Term Bond
   Bond
   Premium Bond
   High-Yield Bond
International
   International Bond

TAX-FREE & MUNICIPAL BOND FUNDS
Multiple-State
   Limited-Term Tax-Free
   Intermediate-Term Tax-Free
   Long-Term Tax-Free
   High-Yield Municipal
Single-State
   Arizona Intermediate-Term Municipal
   California High-Yield Municipal
   California Insured Tax-Free
   California Intermediate-Term Tax-Free
   California Limited-Term Tax-Free
   California Long-Term Tax-Free
   Florida Intermediate-Term Municipal

MONEY MARKET FUNDS
Taxable
   Capital Preservation
   Government Agency Money Market
   Premium Capital Reserve
   Premium Government Reserve
   Prime Money Market
Tax-Free & Municipal
   California Municipal Money Market
   California Tax-Free Money Market
   Florida Municipal Money Market
   Tax-Free Money Market

AMERICAN CENTURY[reg.sm] GROUP
Asset Allocation Funds
   Strategic Allocation: Conservative
   Strategic Allocation: Moderate
   Strategic Allocation: Aggressive
Balanced Fund
   Balanced
Conservative Equity Funds
   Income and Growth
   Equity Income
   Value
   Equity Growth
Specialty Funds
   Utilities
   Real Estate
   Global Natural Resources
   Global Gold
Small Cap Funds
   Small Cap Quantitative
   Small Cap Value

TWENTIETH CENTURY GROUP
Growth Funds
   Select
   Heritage
   Growth
   Ultra
Aggressive Growth Funds
   Vista
   Giftrust
   New Opportunities
International Growth Funds
   International Growth
   International Discovery
   Emerging Markets

GLOBAL
   Global Growth


Please call for a prospectus  or profile on any  American  Century  fund.  These
documents contain important information including charges and expenses,  and you
should read them carefully before you invest or send money.


[right margin]

[american century logo(reg.sm)]
American
Century

P.O. BOX 419200
KANSAS CITY, MISSOURI
64141-6200

INVESTOR SERVICES:
1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE:
1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:
1-800-634-4113 OR 816-444-3485

FAX: 816-340-7962

INTERNET: WWW.AMERICANCENTURY.COM


AMERICAN CENTURY MUTUAL FUNDS, INC.


INVESTMENT MANAGER
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
KANSAS CITY, MISSOURI

THIS  REPORT AND THE  STATEMENTS  IT  CONTAINS  ARE  SUBMITTED  FOR THE  GENERAL
INFORMATION OF OUR  SHAREHOLDERS.  THE REPORT IS NOT AUTHORIZED FOR DISTRIBUTION
TO  PROSPECTIVE  INVESTORS  UNLESS  PRECEDED  OR  ACCOMPANIED  BY  AN  EFFECTIVE
PROSPECTUS.

(c) 1998 AMERICAN CENTURY SERVICES CORPORATION
FUNDS DISTRIBUTOR, INC.


[recycled logo]
Recycled


[back cover]


American Century Investments                                     BULK RATE
P.O. Box 419200                                              U.S. POSTAGE PAID
Kansas City, MO 64141-6200                                   AMERICAN CENTURY
www.americancentury.com                                          COMPANIES



9812                              (c)1998 American Century Services Corporation
SH-BKT-14773                                            Funds Distributor, Inc.
<PAGE>
[front cover]                                                  OCTOBER 31, 1998

ANNUAL REPORT
- ----------------
AMERICAN CENTURY

                              [graphic of stairs]

BENHAM GROUP
- ------------------------------------
LIMITED-TERM BOND
INTERMEDIATE-TERM BOND
BENHAM BOND

                                                 [american century logo(reg.sm)]
                                                                        American
                                                                         Century
[inside front cover]


AMERICAN CENTURY BROKERAGE
- --------------------------------------------------------------------------------

     We're pleased to introduce American Century's new brokerage service,  which
offers a wide range of investment options and features:

     *  FundChoice  Service--Invest  in over 8,000 no-load and load mutual funds
        from hundreds of different fund companies, many with no transaction fees

     *  Buy individual stocks and bonds

     *  24-hour  Internet and  automated  phone trades are just $24.95 for up to
        1,000 shares of stock, and 2 cents per share thereafter

     *  Strong research capability 
        * Build and track model portfolios
        * Get news, quotes and charts
        * Check free Standard & Poor's stock reports
        * Access Wall Street on Demand(tm), a research service with over 500,000
          reports on  industry  trends,  corporate  earnings,  and  mutual  fund
          analysis

     *  Track your brokerage account on one easy-to-read statement

     *  Unlimited  check writing and a Gold  MasterCard(reg.tm)  ATM/debit  card
        with an American Century Brokerage Access AccountSM (minimum $10,000)

To talk with a Brokerage Associate, call 1-888-345-2071.

WHAT'S NEW . . .

     We now have FOUR-PAGE  PROFILES of many of our funds. The profiles follow a
standard SEC format and allow investors to compare funds easily. You can request
a profile or the full prospectus.  Full prospectuses  contain more detailed fund
information and you will continue to receive one after investing.

     In 1999, we will roll out SIMPLIFIED  PROSPECTUSES that highlight important
information  about our funds,  including fees and expenses.  More technical data
will be in the Statement of Additional Information.

[left margin]

BENHAM GROUP
LIMITED-TERM BOND
(ABLIX)
- ----------------------
BENHAM GROUP
INTERMEDIATE-TERM BOND
(TWITX)
- ----------------------
BENHAM GROUP
BENHAM BOND
(TWLBX)

Our Message to You
- --------------------------------------------------------------------------------
/photo of James E. Stowers III and James E. Stowers, Jr./
James E. Stowers III, seated, with James E. Stowers, Jr.

     The  year  ended  October  31,  1998,  was an  eventful  one in the  global
financial markets.  Weakening economic and financial  conditions,  brought on by
problems in Asia,  Russia,  and Latin America,  led to significant  stock market
volatility and a dramatic decline in U.S. interest rates.

     The  third  quarter  of  1998  served  as a good  example  of the  markets'
extremes.  Several major U.S. stock indices hit record highs in mid-July  before
plunging 20% in the following six weeks. In the bond market, high demand for the
safety of Treasury  bonds pushed  yields down to their lowest  levels ever,  but
demand for  corporate  bonds  thinned  to the point  where  trading  was all but
impossible.

     This  volatile   market   environment   illustrates  the  importance  of  a
diversified  investment  portfolio.  As we saw in the  summer  and fall of 1998,
diversifying  your assets among stocks,  bonds,  and money market funds can help
your portfolio weather changes in the economic or investment climate.

     By investing broadly across a variety of bond sectors,  American  Century's
diversified bond  funds--Limited-Term  Bond,  Intermediate-Term Bond, and Benham
Bond--proved to be steady, solid performers despite the turbulent conditions.

     Our experienced  management and credit  research teams also  contributed to
the funds'  performance.  We recently  took steps to  strengthen  these teams by
adding another  portfolio  manager and  reorganizing  our research group to take
better  advantage of the skills and knowledge of our credit  analysts.  We think
these additional  resources will enhance the performance of the diversified bond
funds going forward.

     On the corporate  front,  we have a substantial  effort underway to prepare
American Century's computer systems for the year 2000. Throughout 1999, our team
of technology  professionals will be extensively testing our systems,  including
those involved with dividend payments.

     As we  celebrate  our  40th  anniversary,  we wish to  thank  you for  your
investment with American Century.

Sincerely,

/s/James E. Stowers, Jr.                 /s/James E. Stowers III
James E. Stowers, Jr.                    James E. Stowers III
Chairman of the Board and Founder        Chief Executive Officer


[right margin]

            Table of Contents
   Report Highlights ......................................................    2
   Market Perspective .....................................................    3
   Corporate Credit Review ................................................    5
LIMITED-TERM BOND
   Performance Information ................................................    6
   Management Q&A .........................................................    7
   Schedule of Investments ................................................   10
INTERMEDIATE-TERM BOND
   Performance Information ................................................   12
   Management Q&A .........................................................   13
   Schedule of Investments ................................................   16
BENHAM BOND
   Performance Information ................................................   19
   Management Q&A .........................................................   20
   Schedule of Investments ................................................   23
FINANCIAL STATEMENTS
   Statements of Assets and
   Liabilities ............................................................   26
   Statements of Operations ...............................................   27
   Statements of Changes
   in Net Assets ..........................................................   28
   Notes to Financial
   Statements .............................................................   29
   Financial Highlights ...................................................   32
   Independent Auditors'
   Report .................................................................   38
OTHER INFORMATION
   Share Class and Retirement
   Account Information ....................................................   39
   Background Information
      Investment Philosophy
      and Policies ........................................................   40
      Comparative Indices .................................................   40
      Lipper Rankings .....................................................   40
      Investment Team
      Leaders .............................................................   40
      Credit Rating
      Guidelines ..........................................................   40
   Glossary ...............................................................   41


                                                  www.americancentury.com      1


Report Highlights
- --------------------------------------------------------------------------------

MARKET PERSPECTIVE

*   A sharp decline in interest rates helped U.S. bonds produce solid returns
    during the year ended October 31, 1998.

*   Slowing global economic growth was the catalyst for falling rates.

*   Strong  demand for  Treasury  bonds as a safe haven  from  worldwide  market
    volatility sent their prices soaring and their yields to all-time lows.

*   Corporate,  asset-backed,  and  mortgage-backed  bonds saw reduced demand as
    investors shied away from risk.

CORPORATE CREDIT REVIEW

*   Corporate credit conditions remained strong, but upgrades began to taper off
    as economic growth slowed late in the period.

*   Lack of  demand  for  asset-backed  securities  hurt  the  profitability  of
    issuers, leading several to file for bankruptcy.

*   Credit quality in emerging  markets  remains bleak,  and we've kept our bond
    funds away from companies with exposure to these areas.

LIMITED-TERM BOND

*   The one-year  return of the fund's  Investor Class shares beat the return of
    the average short investment-grade debt fund, according to Lipper Inc.

*   The fund's higher percentage of Treasury  securities compared with its peers
    contributed to its stronger performance.

*   We positioned Limited-Term Bond's corporate holdings more defensively during
    the last half of the year.

*   Looking ahead, we plan to remain  overweighted in corporate bonds,  which we
    think currently offer very attractive values.

INTERMEDIATE-TERM BOND

*   The fund's  Investor  Class  shares  posted a solid  return but  trailed the
    return of the average intermediate  investment-grade debt fund, according to
    Lipper Inc.

*   The fund's emphasis on corporate bonds hurt its performance  relative to its
    peers.

*   We positioned  Intermediate-Term  Bond's corporate holdings more defensively
    during the last half of the year.

*   Looking  ahead,  we will look to add more  corporate  bonds,  which we think
    currently offer very attractive values.

BENHAM BOND

*   The fund's  Investor  Class  shares  posted a solid  return but  trailed the
    return of the average A-rated corporate debt fund, according to Lipper Inc.

*   The fund's emphasis on corporate bonds hurt its performance  relative to its
    peers.

*   We positioned Benham Bond's corporate  holdings more defensively  during the
    last half of the year.

*   Looking ahead, we plan to remain  overweighted in corporate bonds,  which we
    think currently offer very attractive values.

[left margin]

            LIMITED-TERM BOND(1)
                  (ABLIX)
TOTAL RETURNS:               AS OF 10/31/98
    6 Months                       3.83%(2)
    1 Year                            6.58%
NET ASSETS:                   $18.8 million
30-DAY SEC YIELD:                     4.59%
INCEPTION DATE:                      3/1/94

         INTERMEDIATE-TERM BOND(1)
                 (TWITX)
TOTAL RETURNS:               AS OF 10/31/98
    6 Months                       4.70%(2)
    1 Year                            7.71%
NET ASSETS:                   $26.8 million
30-DAY SEC YIELD:                     4.95%
INCEPTION DATE:                      3/1/94

              BENHAM BOND(1)
                 (TWLBX)
TOTAL RETURNS:               AS OF 10/31/98
    6 Months                       3.79%(2)
    1 Year                            6.79%
NET ASSETS:                  $145.5 million
30-DAY SEC YIELD:                     5.24%
INCEPTION DATE:                      3/2/87

(1)  Investor Class.

(2) Not annualized.

See Total  Returns on pages 6, 12, and 19.  Investment  terms are defined in the
Glossary on page 41.


2      1-800-345-2021


Market Perspective from Randall W. Merk
- --------------------------------------------------------------------------------
/photo of Randall W. Merk/
Randall W. Merk, director of fixed-income investing at American Century

STRONG U.S. BOND RETURNS

     U.S.  interest  rates fell sharply  during the year ended October 31, 1998,
leading to strong bond market returns.  U.S.  Treasury bonds performed the best,
with the 30-year  Treasury bond returning more than 20% for the one-year period.
Other types of fixed-income securities--such as corporate bonds, mortgage-backed
securities,  and  asset-backed  bonds--also  posted healthy  returns but trailed
Treasurys (see the accompanying table for broad index returns).

GLOBAL ECONOMIC TURMOIL

     The catalyst for falling  interest  rates was a series of financial  crises
around the world that threatened to apply the brakes to global economic  growth.
Financial  and  economic  problems  that  first  surfaced  in Asia in late  1997
mushroomed  in 1998.  By mid-1998,  the  contagion  had spread to Russia,  which
devalued  its  currency  and  defaulted  on  government  debt,  as well as Latin
America, where Venezuela and Brazil tried to fend off currency devaluations.

     These crises calmed fears that  inflationary  pressures were  intensifying.
This was especially  welcome in the U.S., where healthy economic growth,  robust
consumer spending,  and a 28-year low in unemployment had raised the possibility
of a short-term interest rate increase by the Federal Reserve.

     By August,  however,  it was clear  that the  world's  economic  engine was
downshifting.  The tranquilizing effect on inflation and the U.S. economy was so
pronounced that the Fed lowered  short-term  interest rates in late  September--
its first rate cut in almost three years.  The Fed followed up with another rate
cut just two weeks later,  giving a psychological  boost to investors as well as
to the domestic economy.

A SAFE HAVEN IN TREASURY BONDS

     The  global  economic  problems  wreaked  havoc on stock  and bond  markets
worldwide--investors  grew  concerned  about the outlook for corporate  profits,
while a number of foreign debt markets  suffered  downgrades  and defaults.  The
ensuing market volatility created greater demand for the safety and liquidity of
U.S. Treasury bonds.

     This "flight to quality" sent U.S.  Treasury yields down to levels not seen
in nearly three  decades--the  30-year Treasury bond yield dipped to an all-time
low of 4.71% in early  October.  For the  one-year  period,  long-term  Treasury
yields fell 100-120 basis points (a basis point equals 0.01%),  while short- and
intermediate-term yields dropped 130-150 basis points (see the chart at right).

     The Treasury  market also  benefited  from  international  bond traders and
hedge funds, who were buying  Treasurys to unwind short positions.  Many traders
and hedge  funds  "shorted"  Treasury  securities--by  borrowing  Treasurys  and
selling them--and used the proceeds to buy emerging-market bonds and other types
of debt,  which  they  expected  to  outperform  Treasurys.  When  the  opposite
happened, these investors were forced to

[right margin]

"THE CATALYST FOR FALLING INTEREST RATES WAS A SERIES OF FINANCIAL CRISES AROUND
THE WORLD THAT THREATENED TO APPLY THE BRAKES TO GLOBAL ECONOMIC GROWTH."

BOND INDEX RETURNS
FOR THE YEAR ENDED OCTOBER 31, 1998
   LEHMAN AGGREGATE BOND INDEX     9.34%
   Lehman Treasury Bond Index     11.57%
   Lehman Corporate Bond Index     7.99%
   Lehman Mortgage-Backed
      Securities Index             7.30%
   Lehman Asset-Backed
      Securities Index             7.34%

[line chart - data below]

TREASURY YIELD CURVE

Years to Maturity       10/31/97         4/30/98         10/31/98
1                        5.340%          5.370%          4.170%
2                        5.600%          5.560%          4.110%
3                        5.681%          5.600%          4.350%
4                        5.740%          5.660%          4.380%
5                        5.710%          5.630%          4.220%
6                        5.775%          5.680%          4.365%
7                        5.840%          5.730%          4.510%
8                        5.837%          5.710%          4.540%
9                        5.833%          5.690%          4.570%
10                       5.830%          5.670%          4.600%
11                       5.867%          5.705%          4.673%
12                       5.904%          5.740%          4.746%
13                       5.941%          5.775%          4.819%
14                       5.978%          5.810%          4.892%
15                       6.015%          5.845%          4.965%
16                       6.052%          5.880%          5.038%
17                       6.089%          5.915%          5.111%
18                       6.126%          5.950%          5.184%
19                       6.163%          5.985%          5.257%
20                       6.200%          6.020%          5.330%
21                       6.195%          6.013%          5.312%
22                       6.190%          6.006%          5.294%
23                       6.185%          5.998%          5.276%
24                       6.180%          5.991%          5.258%
25                       6.175%          5.984%          5.240%
26                       6.170%          5.977%          5.222%
27                       6.165%          5.970%          5.204%
28                       6.160%          5.964%          5.186%
29                       6.155%          5.957%          5.168%
30                       6.150%          5.950%          5.150%

Source: Bloomberg Financial Markets


                                                  www.americancentury.com      3


Market Perspective from Randall W. Merk
- --------------------------------------------------------------------------------
                                                                    (Continued)

sell the debt and buy back Treasurys to cut their losses.

     Another  positive  factor was the first federal budget surplus in 30 years,
which reduced the amount of new Treasury bond  issuance.  Less supply  generally
leads to higher bond prices.

CORPORATE BONDS LAGGED TREASURYS

     Supply and demand in the corporate  bond market was a different  story.  In
the  wake of the  Russian  bond  default,  investors  fled  bonds  riskier  than
Treasurys,  and that included corporate bonds. Falling stock prices and concerns
that the global economic problems would hurt profits also convinced investors to
avoid corporate debt.

     The lack of demand was so pronounced  that liquidity  dried up in the third
quarter--there was very little trading activity in the corporate market. On some
days, investors looking to sell corporate bonds were unable to get even a single
bid from potential buyers.

     Increased  supply also weighed on corporate bond prices.  Falling  interest
rates  encouraged  many companies to issue new debt or refinance  existing debt.
Through the first 10 months of 1998, corporate bond issuance was up 90% compared
with the same period in 1997.

     Because of these  factors,  corporate  bond yields did not  experience  the
sharp  declines  that  Treasury  yields  did.  As a result,  the  difference  in
yield--or  spread--between   corporates  and  Treasurys  widened  significantly,
especially  in the last few months  (see the chart at left).  Since bond  prices
move in the opposite direction of yields,  Treasurys  experienced  sizable price
gains, while corporate bond prices were relatively steady.

OTHER BOND SECTORS

     The rest of the U.S. bond market also saw reduced demand as investors shied
away from any bonds that weren't Treasurys.  In the  mortgage-backed  securities
market, the sharp decline in interest rates produced a negative  byproduct--many
homeowners  took the  opportunity to refinance  their  mortgages.  Investors who
owned  these  mortgages  received  the  cash and had to  reinvest  it in a lower
interest rate environment.

     Increased   refinancing   activity   limits  the  price   appreciation   of
mortgage-backed  securities  when interest  rates fall rapidly.  Like  corporate
bonds,  mortgage-backed  securities experienced little price appreciation during
the one-year period--almost all of the return came from interest payments.

     Other asset-backed securities,  such as bonds backed by credit-card debt or
auto loans, also suffered from refinancings.  The proliferation of consolidation
and home equity  loans  allowed many  consumers to refinance  their debt at much
lower rates.

[left margin]

"CORPORATE  BOND YIELDS DID NOT  EXPERIENCE  THE SHARP  DECLINES  THAT  TREASURY
YIELDS DID. AS A RESULT, THE DIFFERENCE IN YIELD--OR SPREAD--BETWEEN  CORPORATES
AND TREASURYS WIDENED SIGNIFICANTLY."

[line chart - data below]

YIELD SPREAD BETWEEN 10-YEAR A-RATED
CORPORATE BOND AND 10-YEAR TREASURY BOND
(IN BASIS POINTS)

                   Yield Spread
December-89             103
March-90                 91
June-90                  96
September-90             84
December-90             152
March-91                100
June-91                  84
September-91             96
December-91             101
March-92                 82
June-92                  68
September-92             78
December-92              96
March-93                 68
June-93                  66
September-93             58
December-93              68
March-94                 64
June-94                  63
September-94             66
December-94              73
March-95                 56
June-95                  70
September-95             60
December-95              64
March-96                 61
June-96                  57
September-96             55
December-96              52
March-97                 48
June-97                  56
September-97             64
December-97              70
March-98                 68
June-98                  72
September-98            148
October-98              108

Source: J.P. Morgan Investment


4      1-800-345-2021


Corporate Credit Review
- --------------------------------------------------------------------------------

HEALTHY CREDIT CONDITIONS...FOR NOW

     For much of the year ended October 31, 1998, corporate credit conditions in
the U.S. remained strong. Moderate growth in the U.S. economy supported earnings
growth for many businesses and led to further credit upgrades.

     However,  upgrades  tapered off somewhat in the third quarter as the global
economy began to slow. Some companies in economically sensitive industries, such
as  financial  services  and real  estate,  struggled  amid  slower  growth  and
financial-market    chaos.    In   contrast,    noncyclical    industries   like
telecommunications and utilities remained stable and solid.

     Despite the slowdown,  many U.S.  corporations  are better  prepared for an
economic  downturn  than they were a few years ago. We expect  corporate  credit
quality to hold up  reasonably  well even if the U.S.  economy  slows further in
1999.

ILLIQUIDITY HURTS ASSET-BACKED ISSUERS

     In the third quarter,  several issuers of asset-backed  bonds ran into cash
flow  problems,  and a  couple  of  these  companies  were  forced  to file  for
bankruptcy.  The problem was  liquidity--the  ability to buy and sell securities
easily.

     Many  asset-backed  bond issuers rely on liquidity to fuel their  business.
The companies buy loans from credit card companies, auto lenders, and commercial
mortgage  lenders.  They  convert  these  loans  into bonds and sell them in the
marketplace.  The cash they get from selling the bonds is used to buy more loans
and keep their businesses running.

     In August,  concerns about global  economic and financial  problems  caused
many  investors  to  avoid  all  bonds  except  for  the  safest  U.S.  Treasury
securities.  With fewer buyers for their bonds,  asset-backed issuers had little
cash coming in. On top of that, with interest rates at historically  low levels,
loans were being  refinanced  faster than expected.  The combination  eroded the
profitability of many issuers.

ASIAN FLU

     The financial meltdown in Asia hurt credit quality in all emerging markets,
and we've kept our funds away from this area of the market.  This  includes  not
only  emerging-market  bonds,  but also domestic  bonds issued by companies with
significant  exposure to emerging  markets.  Many of these  companies are seeing
lower profits because of reduced  emerging-market demand for their products, and
this has negative implications for the credit quality of their bonds.

CREDIT TEAM EXPANSION

     American  Century's  corporate  credit research team continued to grow over
the past year,  bringing the total number of analysts to ten. We've expanded our
international   expertise,   which  gives  our  fund  managers  more  investment
alternatives without compromising our high credit standards.

     In addition,  we are able to look into and get comfortable in complex areas
that others are not as familiar  with,  such as  asset-backed  securities.  As a
result,  we  believe  our  management  teams can get  better  value out of their
investments in these areas.

[right margin]

"MANY U.S.  CORPORATIONS ARE BETTER PREPARED FOR AN ECONOMIC  DOWNTURN THAN THEY
WERE A FEW YEARS AGO. WE EXPECT  CORPORATE  CREDIT QUALITY TO HOLD UP REASONABLY
WELL EVEN IF THE U.S. ECONOMY SLOWS FURTHER IN 1999."

CORPORATE CREDIT
RESEARCH TEAM
  DIRECTOR:
    GREG AFIESH
  CORPORATE  CREDIT ANALYSTS:
    DANIEL BAKER
    KALPESH DADBHAWALA
    MICHAEL DIFLEY
    TANYA FLEISCHER
    ED GRANT
    KRISTINE IWAFUCHI
    LYNDA LOWRY
    SUDHA MANI
    GINA SANCHEZ
    TOM VAIANA


                                                  www.americancentury.com      5


Limited-Term Bond--Performance
- --------------------------------------------------------------------------------
TOTAL RETURNS AS OF OCTOBER 31, 1998

<TABLE>
                             INVESTOR CLASS (INCEPTION 3/1/94)                                  ADVISOR CLASS (INCEPTION 11/12/97)
                 LIMITED-TERM   MERRILL LYNCH 1-5 YR.   SHORT INVESTMENT-GRADE DEBT FUNDS(2)   LIMITED-TERM   MERRILL LYNCH 1-5 YR.
                     BOND        GOVT./CORP. INDEX       AVERAGE RETURN    FUND'S RANKING         BOND        GOVT./CORP. INDEX
- --------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>             <C>                    <C>             <C>                  <C>               <C>  
6 MONTHS(1) ....... 3.83%             5.30%                  3.27%               --               3.70%             5.30%
1 YEAR ............ 6.58%             8.44%                  6.02%          37 OUT OF 101          --                --
- --------------------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL RETURNS
3 YEARS ........... 6.12%             7.09%                  5.93%          25 OUT OF 79           --                --
LIFE OF FUND ...... 5.79%             6.79%                  5.92%(3)       16 OUT OF 58(3)       6.23%             8.44%
</TABLE>

(1) Returns for periods less than one year are not annualized.

(2) According to Lipper Inc., an independent mutual fund ranking service.

(3) Since  3/31/94,  the  date nearest the class's  inception for which data are
    available.

See  pages  39-41  for  more  information  about  share  classes,  returns,  the
comparative index, and Lipper fund rankings.

[mountain chart - data below]

GROWTH OF $10,000 OVER LIFE OF FUND Value on 10/31/98 Merrill Lynch 1- to 5-Year
  Govt./Corp. Index             $13,552
Limited-Term Bond               $13,001

                    Limited-Term       Merrill Lynch 1- to 5-Year
                       Bond                Govt./Corp. Index
DATE                   VALUE                     VALUE
3/1/94                $10,000                   $10,000
3/31/94                $9,933                    $9,909
6/30/94                $9,906                    $9,885
9/30/94                $9,989                    $9,974
12/31/94               $9,979                    $9,961
3/31/95               $10,291                   $10,348
6/30/95               $10,620                   $10,764
9/30/95               $10,794                   $10,928
12/31/95              $11,072                   $11,253
3/31/96               $11,094                   $11,243
6/30/96               $11,193                   $11,336
9/30/96               $11,364                   $11,529
12/31/96              $11,560                   $11,772
3/31/97               $11,638                   $11,817
6/30/97               $11,886                   $12,111
9/30/97               $12,115                   $12,386
12/31/97              $12,300                   $12,614
3/31/98               $12,463                   $12,809
6/30/98               $12,650                   $13,023
9/30/98               $13,019                   $13,509
10/31/98              $13,001                   $13,552

$10,000 investment made 3/1/94

The chart at left shows the growth of a $10,000  investment over the life of the
fund,  while the chart  below  shows the fund's  year-by-year  performance.  The
Merrill  Lynch  1-  to  5-Year  Government/  Corporate  Index  is  provided  for
comparison in each chart.  Limited-Term  Bond's total returns include  operating
expenses (such as transaction  costs and management  fees) that reduce  returns,
while * From the fund's 3/1/94 inception date to 10/31/94.

the total returns of the index do not.  These charts are based on Investor Class
shares only;  performance  for other classes will vary due to differences in fee
structures (see Total Returns table above).  Past performance does not guarantee
future  results.  Investment  return and  principal  value will  fluctuate,  and
redemption value may be more or less than original cost.

[bar chart - data below]

ONE-YEAR RETURNS OVER LIFE OF FUND (PERIODS ENDED OCTOBER 31)

                   Limited-Term      Merrill Lynch 1- to 5-Year
                       Bond             Govt./Corp. Index
DATE                  RETURN                 RETURN
10/31/94*             -0.08%                  0.16%
10/31/95               8.89%                 10.48%
10/31/96               5.48%                  5.92%
10/31/97               6.30%                  6.93%
10/31/98               6.58%                  8.44%


6      1-800-345-2021


Limited-Term Bond--Q&A
- --------------------------------------------------------------------------------
/photo of Bud Hoops and Jeff Houston/

     An interview  with Bud Hoops and Jeff  Houston,  portfolio  managers on the
Limited-Term Bond fund investment team.

HOW DID LIMITED-TERM BOND PERFORM DURING THE FISCAL YEAR ENDED OCTOBER 31, 1998

     The fund  produced a solid return and beat its peer group average by a wide
margin. For the year ended October 31, Limited-Term Bond's Investor Class shares
returned  6.58%,  compared  with the  6.02%  average  return  of the 101  "Short
Investment-Grade Debt Funds" tracked by Lipper Inc.

     Limited-Term Bond's longer-term returns have also been strong, consistently
placing in the top third of its Lipper category. (See the Total Returns table on
the previous page for other fund performance comparisons.)

WHY DID THE FUND OUTPERFORM THE AVERAGE SHORT INVESTMENT-GRADE DEBT FUND?

     We held a higher  percentage of Treasury  securities than many of the funds
in our Lipper category.  We kept about a third of the portfolio in Treasurys for
much of the fiscal year, while our Lipper group averaged about a 20% position in
Treasurys.

     Treasury securities were by far the best-performing sector of the U.S. bond
market over the past year, so our heavier  weighting gave the fund a significant
performance edge.

BUT LIMITED-TERM BOND CURRENTLY HOLDS A LOWER PERCENTAGE OF TREASURY SECURITIES
THAN IT DID A YEAR AGO (29% VS. 35%). WHY?

     It's  partly a function  of cash  flows--Treasury  securities  are the most
liquid  (easiest to buy and sell),  so we use them to meet cash flow needs. As a
result,  our  Treasury  holdings  fluctuate  as cash comes in or goes out of the
fund.

     Treasurys have also  appreciated  dramatically in the past year, so we sold
some  recently  to lock in the gains.  We  invested  the  proceeds in other bond
sectors, especially corporate bonds and mortgage-backed  securities,  because we
think they now offer better values.

     In general, our Treasury position hovers around 25-30% of the portfolio. We
look at the fund as primarily a corporate  bond fund,  so  corporate  securities
will continue to be Limited-Term  Bond's biggest holding (see the charts on page
8).

DID YOU MAKE ANY ADJUSTMENTS TO THE PORTFOLIO'S CORPORATE HOLDINGS?

     We shifted to a more defensive  position in the last six months. We avoided
the bonds of companies that had direct  exposure to turbulent  foreign  markets,
and we reduced our holdings in industries  that are sensitive to slower economic
growth, such as financial services companies.

     Instead,  we bought the bonds of companies  that do most of their  business
domestically and are in industries that are less affected by economic downturns.
Examples include  companies in the  telecommunications,  cable  television,  and
utilities industries.

[right margin]

"THE FUND  PRODUCED A SOLID  RETURN  AND BEAT ITS PEER  GROUP  AVERAGE BY A WIDE
MARGIN."

PORTFOLIO AT A GLANCE
                              10/31/98           10/31/97
NUMBER OF SECURITIES             54                43
WEIGHTED AVERAGE
  MATURITY                     2.4 YRS           3.2 YRS
AVERAGE DURATION               2.1 YRS           1.7 YRS
EXPENSE RATIO (FOR
  INVESTOR CLASS)               0.70%             0.69%

YIELD AS OF OCTOBER 31, 1998
                               INVESTOR          ADVISOR
                                CLASS             CLASS
30-DAY SEC YIELD                4.59%             4.34%

Investment terms are defined in the Glossary on page 41.


                                                  www.americancentury.com      7


Limited-Term Bond--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

     Ultimately,  though,  it didn't  matter  what types of  corporate  bonds we
owned--they  all  suffered  when the  corporate  sector got pounded in the third
quarter.

CAN YOU TALK MORE ABOUT THE MARKET ENVIRONMENT IN THE THIRD QUARTER?

     It was really one of the most  extreme  periods  we've seen since the early
1990s.  We  typically  gauge the  attractiveness  of  corporate  bond  yields by
comparing them to Treasury yields. Historically, short-term corporate bonds have
yielded  around 60 basis points  (0.60%--a  basis point equals  0.01%) more than
short-term Treasury bonds as compensation for the greater credit risk.

     When this yield difference--known as a spread--widens, corporate bonds look
more attractive;  when spreads are narrower than this,  Treasurys are the better
bargain.

     In August,  when Russia  surfaced as yet another victim of global  economic
turmoil,  many investors finally decided they'd had enough  international trauma
and scurried for the safest  investments  they could  find--Treasury  bonds.  It
didn't matter what else was out there--if it wasn't a Treasury bond, they didn't
want it.

     With huge demand for Treasurys and virtually none for corporates, the yield
spread  between the two more than  doubled,  peaking at around 150 basis  points
(see the chart on page 4). For many  individual  issues,  the spreads  were even
wider--some  high-quality  corporates  were yielding as much as 200 basis points
more than Treasurys.

     The last time yield  spreads  were this wide was in 1990,  when the economy
was in  recession.  But this time the  underlying  quality  of the bonds and the
corporations  that  issued  them  hadn't  changed;  it was all the  result  of a
risk-aversion  mentality.  Federal Reserve  Chairman Alan Greenspan aptly called
this behavior a "disengage" from the market.

HOW DID THIS AFFECT YOUR MANAGEMENT OF THE FUND?

     Liquidity  (the ability to easily buy and sell bonds) in the  corporate and
asset-backed markets was almost non-existent, which made it virtually impossible
to trade. For example, we tried to sell some AAA-rated  asset-backed  securities
and couldn't get a bid for them.  These were top-rated  bonds,  and no one would
touch them.

      The sizable  losses at many hedge funds played a big part in the liquidity
crunch.  These  private,  often-speculative  funds  were  active  traders in the
corporate and  asset-backed  bond markets.  After a number of them sustained big
losses by betting against  Treasury bonds,  they became much more  conservative,
and that took some big investors away from the market.

HAVE MARKET CONDITIONS IMPROVED SINCE THEN?

     A little bit. Liquidity in the corporate market has improved, and the yield
spread between  corporates and Treasurys has narrowed to about 100 basis points.
But it may be a while  before we see the  once-bitten  hedge funds return to the
marketplace.

[left margin]

"WE LOOK AT THE FUND AS PRIMARILY A CORPORATE BOND FUND, SO CORPORATE SECURITIES
WILL CONTINUE TO BE LIMITED-TERM BOND'S BIGGEST HOLDING."

[pie charts - data below]

PORTFOLIO COMPOSITION BY SECURITY TYPE

AS OF OCTOBER 31, 1998
Corporate Bonds             46%
U.S. Treasury               29%
Asset-Backed                16%
Mortgage-Backed              9%

AS OF APRIL 30, 1998
Corporate Bonds             39%
U.S. Treasury               26%
Asset-Backed                20%
Mortgage-Backed              5%
Other                       10%

Security types are defined on page 41.


8      1-800-345-2021


Limited-Term Bond--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

LOOKING AHEAD, WHAT'S YOUR OUTLOOK FOR THE BOND MARKET?

     Interest  rates in the U.S.  are  going to depend  on how  global  economic
conditions play out. Overseas, we're seeing some Asian countries,  such as Korea
and  Thailand,  possibly  reaching  the bottom and  starting to bounce back from
their financial calamities.  But we're not out of the woods yet--Russia is still
a basket case, Brazil will likely lead Latin America into recession in 1999, and
Japan remains unable to work its way out of a decade-long recession.

     Domestically,  the Fed has cut short-term  interest rates three times (most
recently in mid-November) in an effort to prevent a recession. Inflation remains
extremely low--falling commodities prices,  corporate restructuring,  and modest
wage increases have kept prices from rising.

     Interestingly,  the  health  of the  U.S.  economy  may  come  down  to the
performance  of the  stock  market.  With  excess  capacity  around  the  globe,
businesses  are likely to reduce their capital  investments  in the coming year.
That means economic growth will be even more dependent on consumer spending. And
as we've seen this  year,  consumers  tend to spend more money when their  stock
portfolios are doing well.

     If the Fed is successful in achieving a "soft landing" for the U.S. economy
and consumers  remain  confident--as we  expect--corporate  bonds should perform
very well compared with  Treasury  securities.  The  corporate/  Treasury  yield
spread is still  wider  than it's been  historically,  so  corporates  look very
attractive right now.

     The one scenario that would favor  Treasurys  over  corporates is a runaway
downtrend  in interest  rates,  which would likely be the result of a full-blown
recession  and a squeeze on corporate  profits.  However,  we don't think that's
going to happen.

GIVEN YOUR OUTLOOK,  WHAT ARE YOUR PLANS FOR LIMITED-TERM BOND OVER THE NEXT SIX
MONTHS?

     We plan to  maintain  our  emphasis on  non-Treasury  securities--corporate
bonds, asset-backed securities,  and mortgage-backed  bonds--which we think will
outperform  going  forward.  We've  been  able  to buy  bonds  issued  by  great
corporations  with the biggest  yield  advantage  over  Treasurys  we've seen in
years.

     However,  because we expect the economy to slow a little, we'll continue to
look toward defensive industries that are not economically sensitive.

      We also intend to maintain Limited-Term Bond's longer duration.  (Duration
measures the portfolio's  sensitivity to changes in interest  rates.  The longer
the fund's duration,  the greater the share price fluctuates when interest rates
change.) We extended  the  duration  from 1.8 years to 2.1 years during the last
six months of the fiscal year, and we expect to keep it around this level in the
coming months.

[right margin]

"IF THE FED IS SUCCESSFUL IN ACHIEVING A 'SOFT LANDING' FOR THE U.S. ECONOMY AND
CONSUMERS REMAIN  CONFIDENT--AS WE  EXPECT--CORPORATE  BONDS SHOULD PERFORM VERY
WELL COMPARED WITH TREASURY SECURITIES."

PORTFOLIO COMPOSITION BY
CREDIT RATING
                     % OF FUND INVESTMENTS
                     AS OF             AS OF
                   10/31/98           4/30/98
AAA                   52%               58%
AA                     2%                1%
A                     18%               17%
BBB                   22%               23%
BB                     6%                1%


Ratings provided by Standard & Poor's.  See Credit Rating  Guidelines on page 40
for more information.


                                                  www.americancentury.com      9


Limited-Term Bond--Schedule of Investments
- --------------------------------------------------------------------------------
OCTOBER 31, 1998

Principal Amount           ($ in Thousands)                         Value
- --------------------------------------------------------------------------------
U.S. TREASURY SECURITIES--28.6%
                  $   100  U.S. Treasury Notes, 5.00%,
                              2/15/99                              $  100
                      200  U.S. Treasury Notes, 5.875%,
                              8/31/99                                 203
                    1,000  U.S. Treasury Notes, 5.75%,
                              9/30/99                               1,012
                      500  U.S. Treasury Notes, 5.625%,
                              12/31/99                                507
                      500  U.S. Treasury Notes, 5.50%,
                              3/31/00                                 508
                      500  U.S. Treasury Notes, 6.375%,
                              5/15/00                                 516
                      500  U.S. Treasury Notes, 5.375%,
                              7/31/00                                 509
                    1,000  U.S. Treasury Notes, 6.625%,
                              7/31/01                               1,059
                      250  U.S. Treasury Notes, 6.50%,
                              5/31/02                                 267
                      200  U.S. Treasury Notes, 5.25%,
                              8/15/03                                 209
                      150  U.S. Treasury Notes, 7.875%,
                              11/15/04                                176
                      450  U.S. Treasury Notes, 5.625%,
                              5/15/08                                 485
                                                                 ---------
TOTAL U.S. TREASURY SECURITIES                                      5,551
                                                                 ---------
   (Cost $5,155)

MORTGAGE-BACKED SECURITIES(1)--9.0%
                      417  FNMA Pool #313224, 7.00%,
                              12/1/11                                 426
                      343  FNMA Pool #378698, 8.00%,
                              5/1/12                                  354
                      499  FNMA Pool #426145, 6.00%,
                              5/1/13                                  501
                      465  FNMA Pool #433184, 6.50%,
                              6/1/13                                  473
                                                                 ---------
TOTAL MORTGAGE-BACKED SECURITIES                                    1,754
                                                                 ---------
   (Cost $1,740)

ASSET-BACKED SECURITIES(1)--16.6%
                      500  Case Equipment Loan Trust,
                              Series 1998 B, Class A4 SEQ,
                              5.92%, 10/15/05                         510
                      500  CIT RV Trust, Series 1997 A, 
                              Class A5 SEQ, 6.25%,
                              11/17/08                                514
                      200  First Merchants Auto Receivables 
                              Corp., Series 1996 B, 
                              Class A2, 6.80%, 5/15/01                204


Principal Amount           ($ in Thousands)                         Value
- --------------------------------------------------------------------------------
                  $   250  FNMA Whole Loan,
                              Series 1995 W1, Class A6,
                              8.10%, 4/25/25                       $  261
                      373  Green Tree Financial Corp.,
                              Series 1995-7, Class A3,
                              6.35%, 11/15/26                         375
                      376  Money Store (The) Home Equity
                              Trust, Series 1994 B,
                              Class A4 SEQ, 7.60%,
                              7/15/21                                 390
                       28  Money Store (The) Home Equity
                              Trust, Series 1996 D, Class A3
                              SEQ, 6.30%, 11/15/11                     28
                      200  NationsBank Auto Owner Trust, 
                              Series 1996 A, Class B1,
                              6.75%, 6/15/01                          204
                      281  Textron Financial Corp.
                              Receivables Trust,
                              Series 1997 A, Class A, 6.05%,
                              3/16/09 (Acquired 9/18/97,
                              Cost $281)(2)                           283
                       13  United Companies Financial Corp.,
                              Home Equity Loan,
                              Series 1996 B1, Class A2,
                              7.08%, 4/15/10                           13
                      150  United Companies Financial Corp.,
                              Home Equity Loan,
                              Series 1996 D1, Class A4,
                              6.78%, 2/15/16                          153
                      298  World Omni Automobile Lease
                              Securitization, Series 1996 B,
                              Class A2, 6.20%, 11/15/02               299
                                                                 ---------
TOTAL ASSET-BACKED SECURITIES                                       3,234
                                                                 ---------
   (Cost $3,179)

CORPORATE BONDS--45.6%
AUTOMOBILES & AUTO PARTS--1.7%
                      300  General Motors Corp. Global
                              Notes, 9.625%, 12/1/00                  326
                                                                 ---------
BANKING--1.0%
                      200  Capital One Bank, 6.74%,
                              5/31/99                                 201
                                                                 ---------
COMMUNICATIONS SERVICES--9.4%
                      500  MCI WorldCom, Inc., 8.875%,
                              1/15/01                                 549
                      200  TCI Communications, Inc.,
                              6.375%, 9/15/99                         202
                      500  TKR Cable Inc., 10.50%,
                              10/30/99                                549
                      500  U S West Capital Funding Inc.,
                              6.125%, 7/15/02                         516
                                                                 ---------
                                                                    1,816
                                                                 ---------

                                              See Notes to Financial Statements


10      1-800-345-2021


Limited-Term Bond--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)
OCTOBER 31, 1998

Principal Amount           ($ in Thousands)                         Value
- --------------------------------------------------------------------------------
ENERGY (PRODUCTION & MARKETING)--2.1%
                  $   400  Oryx Energy Co., 9.50%, 11/1/99         $  414
                                                                 ---------
FINANCIAL SERVICES--19.5%
                      300  Advanta Corp., MTN, Series B,
                              7.00%, 5/1/01                           264
                      500  Caterpillar Financial Services,
                              MTN, 6.49%, 10/15/99                    507
                      300  CIT Group Holdings, MTN,
                              6.625%, 9/13/99                         304
                      350  Comdisco Inc., 7.75%, 9/1/99               357
                      250  Ford Motor Credit Co., 6.125%,
                              4/28/03                                 258
                      200  Franchise Finance Corp., 7.00%,
                              11/30/00                                199
                      300  International Lease Finance Corp.,
                              6.375%, 1/18/00                         304
                      250  Lehman Brothers Holdings Inc.,
                              MTN, Series 1998 E, 6.00%,
                              2/26/01                                 245
                      250  Merrill Lynch & Co., Inc., 6.50%,
                              4/1/01                                  255
                      200  Paine Webber Group Inc., MTN,
                              7.96%, 4/28/00                          204
                      385  Paine Webber Group Inc., MTN,
                              6.65%, 10/15/02                         384
                      500  Salomon Inc., 6.65%, 7/15/01               516
                                                                 ---------
                                                                    3,797
                                                                 ---------
RAILROAD--2.3%
                      415  Norfolk Southern Corp., 6.95%,
                              5/1/02                                  438
                                                                 ---------

Principal Amount           ($ in Thousands)                         Value
- --------------------------------------------------------------------------------
REAL ESTATE--5.7%
                  $   300  Price REIT, Inc. (The), 7.25%,
                              11/1/00                              $  311
                      500  Simon DeBartolo Group Inc.,
                              6.625%, 6/15/03 (Acquired
                              6/17/98, Cost $499)(2)                  492
                      300  Spieker Properties, Inc., 6.80%,
                              12/15/01                                305
                                                                 ---------
                                                                    1,108
                                                                 ---------
TOBACCO--2.6%
                      500  Philip Morris Companies Inc.,
                              7.75%, 5/1/99                           506
                                                                 ---------
UTILITIES--1.3%
                      250  CalEnergy Co. Inc., 7.23%,
                              9/15/05                                 254
                                                                 ---------
TOTAL CORPORATE BONDS                                               8,860
                                                                 ---------
   (Cost $9,082)

TEMPORARY CASH INVESTMENTS--0.2%
       41,000 Units of Participation in Chase Vista
              Prime Money Market Fund (Institutional
              Shares                                                   41
                                                                 ---------
   (Cost $41)

TOTAL INVESTMENT SECURITIES--100.0%                               $19,440
                                                                 =========
   (Cost $19,197)

NOTES TO SCHEDULE OF INVESTMENTS

FNMA = Federal National Mortgage Association

MTN = Medium Term Note

(1)  Final maturity indicated.  Expected remaining maturity used for purposes of
     calculating the weighted average portfolio maturity.

(2)  Security was purchased  under Rule 144A of the Securities Act of 1933 or is
     a private  placement and, unless  registered under the Act or exempted from
     registration,  may only be sold to qualified institutional  investors.  The
     aggregate  value of restricted  securities  at October 31, 1998,  was $775,
     which represented 3.9% of net assets.

- --------------------------------------------------------------------------------
UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  tells  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:

* a list of each investment

* the principal amount of each investment

* the market value of each investment

* the percentage of investments in each industry, as applicable

* the percent and dollar breakdown of each investment category

See Notes to Financial Statements


                                                 www.americancentury.com      11

<TABLE>
<CAPTION>
Intermediate-Term Bond--Performance
- --------------------------------------------------------------------------------
TOTAL RETURNS AS OF OCTOBER 31, 1998

                                  INVESTOR CLASS (INCEPTION 3/1/94)                          ADVISOR CLASS (INCEPTION 8/14/97)
                INTERMEDIATE-    LEHMAN INTERM.    INTERM. INVESTMENT-GRADE DEBT FUNDS(2)    INTERMEDIATE-    LEHMAN INTERM.
                  TERM BOND    GOVT./CORP. INDEX      AVERAGE RETURN   FUND'S RANKING           TERM BOND    GOVT./CORP. INDEX
- ---------------------------------------------------------------------------------------------------------------------------
<S>              <C>           <C>               <C>                  <C>                    <C>              <C>  
6 MONTHS(1) ......  4.70%            5.82%                4.58%                --                4.57%            5.82%
1 YEAR ...........  7.71%            9.12%                7.94%        139 OUT OF 220            7.44%            9.12%
- ---------------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL
   RETURNS
3 YEARS ..........  6.97%            7.46%                7.04%         85 OUT OF 159             --                --
LIFE OF FUND .....  6.75%            7.09%                7.45%(3)      70 OUT OF 114(3)         8.13%            9.87%(4)
</TABLE>

(1)  Returns for periods less than one year are not annualized.

(2)  According to Lipper Inc., an independent mutual fund ranking service.

(3)  Since  3/31/94,  the date nearest the class's  inception for which data are
     available.

(4)  Since  8/31/97,  the date nearest the class's  inception for which data are
     available.

See  pages  39-41  for  more  information  about  share  classes,  returns,  the
comparative index, and Lipper fund rankings.

[mountain chart - data below]

GROWTH OF $10,000 OVER LIFE OF FUND
Value on 10/31/98
Lehman Intermediate
  Govt./Corp. Index         $13,766
Intermediate-Term Bond      $13,565

                 Intermediate-Term       Lehman Intermediate
                       Bond               Govt./Corp. Index
DATE                  VALUE                     VALUE
3/1/94               $10,000                   $10,000
3/31/94               $9,856                    $9,835
6/30/94               $9,801                    $9,776
9/30/94               $9,882                    $9,856
12/31/94              $9,880                    $9,845
3/31/95              $10,265                   $10,278
6/30/95              $10,754                   $10,790
9/30/95              $10,950                   $10,969
12/31/95             $11,374                   $11,356
3/31/96              $11,217                   $11,261
6/30/96              $11,255                   $11,332
9/30/96              $11,451                   $11,533
12/31/96             $11,745                   $11,815
3/31/97              $11,714                   $11,802
6/30/97              $12,089                   $12,151
9/30/97              $12,469                   $12,479
12/31/97             $12,707                   $12,746
3/31/98              $12,906                   $12,945
6/30/98              $13,135                   $13,188
9/30/98              $13,676                   $13,780
10/31/98             $13,565                   $13,766

$10,000 investment made 3/1/94

The chart at left shows the growth of a $10,000  investment over the life of the
fund,  while the chart  below  shows the fund's  year-by-year  performance.  The
Lehman  Intermediate  Government/  Corporate Index is provided for comparison in
each chart.  Intermediate-Term  Bond's total returns include operating  expenses
(such as transaction  costs and management fees) that reduce returns,  while the
total  returns of the index do not.  These  charts are based on  Investor  Class
shares only;  performance  for other classes will vary due to differences in fee
structures (see Total Returns table above).  Past performance does not guarantee
future  results.  Investment  return and  principal  value will  fluctuate,  and
redemption value may be more or less than original cost.

[bar chart - data below]

ONE-YEAR RETURNS OVER LIFE OF FUND (PERIODS ENDED OCTOBER 31)

                Intermediate-Term      Lehman Intermediate
                       Bond             Govt./Corp. Index
DATE                  RETURN                 RETURN
10/31/94*             -1.24%                 -1.45%
10/31/95              12.19%                 12.54%
10/31/96               5.36%                  5.81%
10/31/97               7.87%                  7.49%
10/31/98               7.71%                  9.12%

* From the fund's 3/1/94 inception date to 10/31/94.


12      1-800-345-2021


Intermediate-Term Bond--Q&A
- --------------------------------------------------------------------------------

     An  interview  with  Bud  Hoops  and  Jeff  Houston  (pictured  on page 7),
portfolio managers on the Intermediate-Term Bond fund investment team.

HOW DID INTERMEDIATE-TERM  BOND PERFORM DURING THE FISCAL YEAR ENDED OCTOBER 31,
1998?

     The fund  produced a solid return but trailed its peer group  average.  For
the year ended  October  31,  Intermediate-Term  Bond's  Investor  Class  shares
returned 7.71%,  compared with the 7.94% average return of the 220 "Intermediate
Investment-Grade Debt Funds" tracked by Lipper Inc. (See the Total Returns table
on the previous page for other fund performance comparisons.)

WHY DID THE FUND  UNDERPERFORM THE AVERAGE  INTERMEDIATE  INVESTMENT-GRADE  DEBT
FUND?

     We look at Intermediate-Term Bond as primarily a corporate bond fund, so we
typically hold more corporate  bonds and fewer Treasury  securities than many of
the funds in our Lipper category. For much of the fiscal year, we kept about 60%
of the  portfolio in  corporate  bonds,  well above the Lipper group  average of
around 40%. Meanwhile, our Treasury holdings were 15-20% of the portfolio, while
the Lipper group averaged 25%.

     Treasury securities were by far the best-performing sector of the U.S. bond
market over the past year, so our heavier weighting in non-Treasury  bonds was a
disadvantage compared with the Lipper group.

BUT  INTERMEDIATE-TERM  BOND'S PERCENTAGE OF TREASURY  SECURITIES DOUBLED IN THE
LAST SIX MONTHS (SEE THE CHARTS ON PAGE 14). WHY?

     It was partly a function of cash  flows--Treasury  securities  are the most
liquid  (easiest to buy and sell),  so we use them to meet cash flow needs. As a
result,  our  Treasury  holdings  fluctuate  as cash comes in or goes out of the
fund.  In the last six months,  fund assets grew by about 30%, and we invested a
majority of the new money in Treasurys.

     Performance was also a factor. Treasury securities appreciated dramatically
in the past six  months,  while the other bonds in the  portfolio  did not do as
well.  Our  percentage  of  Treasurys   naturally  grew  as  a  result  of  this
outperformance.

WHAT OTHER CHANGES DID YOU MAKE TO THE PORTFOLIO?

     We extended  Intermediate-Term  Bond's duration from 4.3 years to 4.9 years
during  the  last  six  months  of  the  fiscal  year.  (Duration  measures  the
portfolio's  sensitivity  to changes in  interest  rates.  The longer the fund's
duration, the greater the share price fluctuates when interest rates change.)

     As interest rates fell, our longer duration helped the fund earn more gains
on its Treasury holdings. This helped offset some of the underperformance of our
corporate bond holdings.

[right margin]

"WE LOOK AT  INTERMEDIATE-TERM  BOND AS PRIMARILY A CORPORATE  BOND FUND,  SO WE
TYPICALLY HOLD MORE CORPORATE  BONDS AND FEWER TREASURY  SECURITIES THAN MANY OF
THE FUNDS IN OUR LIPPER CATEGORY."

PORTFOLIO AT A GLANCE
                              10/31/98           10/31/97
NUMBER OF SECURITIES             76                58
WEIGHTED AVERAGE
  MATURITY                     7.6 YRS           6.7 YRS
AVERAGE DURATION               4.9 YRS           4.1 YRS
EXPENSE RATIO (FOR
  INVESTOR CLASS)               0.75%             0.75%

YIELD AS OF OCTOBER 31, 1998

                              INVESTOR           ADVISOR
                                CLASS             CLASS
30-DAY SEC YIELD                4.95%             4.70%

Investment terms are defined in the Glossary on page 41.


                                                 www.americancentury.com      13


Intermediate-Term Bond--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

DID YOU MAKE ANY ADJUSTMENTS TO THE PORTFOLIO'S CORPORATE HOLDINGS?

     We shifted to a more defensive  position in the last six months. We avoided
the bonds of companies that had direct  exposure to turbulent  foreign  markets,
and we reduced our holdings in industries  that are sensitive to slower economic
growth, such as financial services companies.

     Instead,  we bought the bonds of companies  that do most of their  business
domestically and are in industries that are less affected by economic downturns.
Examples include  companies in the  telecommunications,  cable  television,  and
utilities industries.

     Ultimately,  though,  it didn't  matter  what types of  corporate  bonds we
owned--they  all  suffered  when the  corporate  sector got pounded in the third
quarter.

CAN YOU TALK MORE ABOUT THE MARKET ENVIRONMENT IN THE THIRD QUARTER?

     It was really one of the most  extreme  periods  we've seen since the early
1990s.  We  typically  gauge the  attractiveness  of  corporate  bond  yields by
comparing them to Treasury  yields.  Historically,  corporate bonds have yielded
around 75 basis points  (0.75%--a  basis point equals  0.01%) more than Treasury
bonds as compensation for the greater credit risk.

     When this yield difference--known as a spread--widens, corporate bonds look
more attractive;  when spreads are narrower than this,  Treasurys are the better
bargain.

     In August,  when Russia  surfaced as yet another victim of global  economic
turmoil,  many investors finally decided they'd had enough  international trauma
and scurried for the safest  investments  they could  find--Treasury  bonds.  It
didn't matter what else was out there--if it wasn't a Treasury bond, they didn't
want it.

     With huge demand for Treasurys and virtually none for corporates, the yield
spread  between  the two  doubled,  peaking at around 150 basis  points (see the
chart on page 4). For many individual  issues, the spreads were even wider--some
high-quality  corporates  were  yielding  as much as 200 basis  points more than
Treasurys.

     The last time yield  spreads  were this wide was in 1990,  when the economy
was in  recession.  But this time the  underlying  quality  of the bonds and the
corporations  that  issued  them  hadn't  changed;  it was all the  result  of a
risk-aversion  mentality.  Federal Reserve  Chairman Alan Greenspan aptly called
this behavior a "disengage" from the market.

HOW DID THIS AFFECT YOUR MANAGEMENT OF THE FUND?

     Liquidity  (the ability to easily buy and sell bonds) in the  corporate and
asset-backed markets was almost non-existent, which made it virtually impossible
to trade. For example, we tried to sell some AAA-rated  asset-backed  securities
and couldn't get a bid for them.  These were top-rated  bonds,  and no one would
touch them.

      The sizable  losses at many hedge funds played a big part in the liquidity
crunch.  These  private,  often-speculative  funds  were  active  traders in the
corporate and  asset-backed  bond markets.  After a number of them sustained big
losses by betting against  Treasury bonds,  they became much more  conservative,
and that took some big investors away from the market.

[left margin]

"WE BOUGHT THE BONDS OF COMPANIES  THAT DO MOST OF THEIR  BUSINESS  DOMESTICALLY
AND ARE IN  INDUSTRIES  THAT ARE LESS AFFECTED BY ECONOMIC  DOWNTURNS.  EXAMPLES
INCLUDE COMPANIES IN THE  TELECOMMUNICATIONS,  CABLE  TELEVISION,  AND UTILITIES
INDUSTRIES."

[pie charts - data below]

PORTFOLIO COMPOSITION BY SECURITY TYPE

AS OF OCTOBER 31, 1998
Corporate Bonds             46%
U.S. Treasury               33%
Asset-Backed                 7%
Mortgage-Backed             12%
Other                        2%

AS OF APRIL 30, 1998
Corporate Bonds             52%
U.S. Treasury               16%
Asset-Backed                 9%
Mortgage-Backed             10%
Other                       13%

Security types are defined on page 41.


14      1-800-345-2021


Intermediate-Term Bond--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

HAVE MARKET CONDITIONS IMPROVED SINCE THEN?

     A little bit. Liquidity in the corporate market has improved, and the yield
spread between  corporates and Treasurys has narrowed to about 100 basis points.
But it may be a while  before we see the  once-bitten  hedge funds return to the
marketplace.

LOOKING AHEAD, WHAT'S YOUR OUTLOOK FOR THE BOND MARKET?

     Interest  rates in the U.S.  are  going to depend  on how  global  economic
conditions play out. Overseas, we're seeing some Asian countries,  such as Korea
and  Thailand,  possibly  reaching  the bottom and  starting to bounce back from
their financial calamities.  But we're not out of the woods yet--Russia is still
a basket case, Brazil will likely lead Latin America into recession in 1999, and
Japan remains unable to work its way out of a decade-long recession.

     Domestically,  the Fed has cut short-term  interest rates three times (most
recently in mid-November) in an effort to prevent a recession. Inflation remains
extremely low--falling commodities prices,  corporate restructuring,  and modest
wage increases have kept prices from rising.

     Interestingly,  the  health  of the  U.S.  economy  may  come  down  to the
performance  of the  stock  market.  With  excess  capacity  around  the  globe,
businesses  are likely to reduce their capital  investments  in the coming year.
That means economic growth will be even more dependent on consumer spending. And
as we've seen this  year,  consumers  tend to spend more money when their  stock
portfolios are doing well.

     If the Fed is successful in achieving a "soft landing" for the U.S. economy
and consumers  remain  confident--as we  expect--corporate  bonds should perform
very well compared with  Treasury  securities.  The  corporate/  Treasury  yield
spread is still  wider  than it's been  historically,  so  corporates  look very
attractive right now.

     The one scenario that would favor  Treasurys  over  corporates is a runaway
downtrend  in interest  rates,  which would likely be the result of a full-blown
recession  and a squeeze on corporate  profits.  However,  we don't think that's
going to happen.

GIVEN YOUR OUTLOOK, WHAT ARE YOUR PLANS FOR INTERMEDIATE-TERM BOND OVER THE NEXT
SIX MONTHS?

     We plan to  increase  our  holdings of  non-Treasury  securities--corporate
bonds, asset-backed securities,  and mortgage-backed  bonds--which we think will
outperform  going  forward.  We're  currently  able to buy bonds issued by great
corporations  with the biggest  yield  advantage  over  Treasurys  we've seen in
years.

     However,  because we expect the economy to slow a little, we'll continue to
look toward defensive industries that are not economically sensitive.

[right margin]

"IF THE FED IS SUCCESSFUL IN ACHIEVING A 'SOFT LANDING' FOR THE U.S. ECONOMY AND
CONSUMERS REMAIN CONFIDENT--AS WE EXPECT--CORPORATE BONDS SHOULD PERFORM VERY
WELL COMPARED WITH TREASURY SECURITIES."

PORTFOLIO COMPOSITION BY
CREDIT RATING
                    % OF FUND INVESTMENTS
                   AS OF             AS OF
                 10/31/98           4/30/98
AAA                 52%               48%
AA                   4%                6%
A                   18%               20%
BBB                 18%               25%
BB                   8%                1%

Ratings provided by Standard & Poor's.  See Credit Rating  Guidelines on page 40
for more information.



                                                 www.americancentury.com      15


Intermediate-Term Bond--Schedule of Investments
- --------------------------------------------------------------------------------
OCTOBER 31, 1998

Principal Amount           ($ in Thousands)                          Value
- --------------------------------------------------------------------------------
U.S. TREASURY SECURITIES--32.8%
                  $   350  U.S. Treasury Notes, 5.50%,
                              12/31/00                              $  359
                      300  U.S. Treasury Notes, 5.375%,
                              2/15/01                                  307
                      100  U.S. Treasury Notes, 7.75%,
                              2/15/01                                  107
                      500  U.S. Treasury Notes, 6.625%,
                              7/31/01                                  530
                      300  U.S. Treasury Notes, 6.50%,
                              5/31/02                                  321
                    1,000  U.S. Treasury Notes, 5.25%,
                              8/15/03                                1,044
                      300  U.S. Treasury Notes, 5.75%,
                              8/15/03                                  318
                    1,300  U.S. Treasury Notes, 7.25%,
                              5/15/04                                1,477
                      750  U.S. Treasury Notes, 7.875%,
                              11/15/04                                 881
                      350  U.S. Treasury Notes, 5.50%,
                              2/15/08                                  374
                    1,900  U.S. Treasury Notes, 5.625%,
                              5/15/08                                2,047
                      300  U.S. Treasury Bonds, 9.25%,
                              2/15/16                                  433
                      350  U.S. Treasury Bonds, 9.125%,
                              5/15/18                                  508
                      400  U.S. Treasury Bonds, 7.50%,
                              11/15/24                                 519
                      350  U.S. Treasury Bonds, 6.375%,
                              8/16/27                                  404
                                                                 -----------
TOTAL U.S. TREASURY SECURITIES                                       9,629
                                                                 -----------
   (Cost $9,412)

MORTGAGE-BACKED SECURITIES(1)--11.6%
                      555  FHLMC Pool #E00279, 6.50%,
                              2/1/09                                   562
                      288  FHLMC Pool #C00578, 6.50%,
                              1/1/28                                   291
                      244  FHLMC Pool #G00907, 7.00%,
                              2/1/28                                   249
                      349  FNMA Pool #427913, 6.00%,
                              5/1/13                                   351
                      238  FNMA Pool #413812, 6.50%,
                              1/1/28                                   240
                      365  FNMA Pool #411821, 7.00%,
                              1/1/28                                   373
                      406  GNMA Pool #002202, 7.00%,
                              4/20/26                                  413
                      295  GNMA Pool #467626, 7.00%,
                              2/15/28                                  302
                      229  GNMA Pool #458862, 7.50%,
                              2/15/28                                  236

Principal Amount           ($ in Thousands)                          Value
- --------------------------------------------------------------------------------
                  $   402  GNMA Pool #436277, 6.50%,
                              3/15/28                               $  407
                                                                 -----------
TOTAL MORTGAGE-BACKED SECURITIES                                     3,424
                                                                 -----------
   (Cost $3,365)

ASSET-BACKED SECURITIES(1)--7.2%
                      300  First Merchants Auto Receivables
                              Corp., Series 1996 B, Class A2,
                              6.80%, 5/15/01                           305
                      490  First Union-Lehman Brothers
                              Commercial Mortgage,
                              Series 1998 C2, Class A1 SEQ,
                              6.28%, 6/18/07                           499
                      300  NationsBank Auto Owner Trust,
                              Series 1996 A, Class B1,
                              6.75%, 6/15/01                           306
                       20  United Companies Financial Corp.,
                              Home Equity Loan,
                              Series 1996 B1, Class A2,
                              7.08%, 4/15/10                            20
                      250  United Companies Financial Corp.,
                              Home Equity Loan,
                              Series 1996 D1, Class A4,
                              6.78%, 2/15/16                           256
                      400  United Companies Financial Corp.,
                              Home Equity Loan,
                              Series 1996 D1, Class A5,
                              6.92%, 10/15/18                          413
                      300  United Companies Financial Corp.,
                              Home Equity Loan,
                              Series 1997 C, Class A7,
                              6.85%, 1/15/29                           311
                                                                 -----------
TOTAL ASSET-BACKED SECURITIES                                        2,110
                                                                 -----------
   (Cost $2,060)

CORPORATE BONDS--46.5%
BANKING--3.7%
                      500  BankAmerica Corp., 7.75%,
                              7/15/02                                  537
                      300  Capital One Bank, 5.95%,
                              2/15/01                                  302
                      250  Corestates Capital Corp., 5.875%,
                              10/15/03                                 256
                                                                 -----------
                                                                     1,095
                                                                 -----------
COMMUNICATIONS SERVICES--10.7%
                      500  Cable & Wireless Communications,
                              6.625%, 3/6/05                           508
                      250  CSC Holdings Inc., 7.625%,
                              7/15/18                                  231
                      450  GTE Corp., 7.51%, 4/1/09                    513
                      400  LCI International, Inc., 7.25%,
                              6/15/07                                  402

                                              See Notes to Financial Statements


16      1-800-345-2021


Intermediate-Term Bond--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)
OCTOBER 31, 1998

Principal Amount           ($ in Thousands)                          Value
- --------------------------------------------------------------------------------
                  $   500  MCI WorldCom, Inc., 8.875%,
                              1/15/01                               $  549
                      400  MCI WorldCom, Inc., 6.40%,
                              8/15/05                                  416
                      250  Qwest Communications
                              International Inc., 7.50%,
                              11/1/08 (Acquired 10/28/98,
                              Cost $248)(2)                            254
                      250  TKR Cable Inc., 10.50%,
                              10/30/99                                 274
                                                                 -----------
                                                                     3,147
                                                                 -----------
ELECTRICAL & ELECTRONIC
COMPONENTS--2.1%
                      300  Anixter International Inc., 8.00%,
                              9/15/03                                  322
                      300  Yorkshire Power Finance, Series B,
                              6.15%, 2/25/03 (Acquired
                              2/19/98, Cost $300)(2)                   305
                                                                 -----------
                                                                       627
                                                                 -----------
ENERGY (PRODUCTION & MARKETING)--2.8%
                      500  Enron Corp., 6.625%, 11/15/05               520
                      300  USX Corp., 6.85%, 3/1/08                    306
                                                                 -----------
                                                                       826
                                                                 -----------
ENERGY SERVICES--0.7%
                      200  Petroleum Geo-Services ASA,
                              7.125%, 3/30/28                          192
                                                                 -----------
FINANCIAL SERVICES--8.9%
                      400  Advanta Corp., MTN, Series B,
                              7.00%, 5/1/01                            352
                      300  Dean Witter, Discover & Co.,
                              6.875%, 3/1/03                           320
                      250  Ford Motor Credit Co., 6.125%,
                              4/28/03                                  258
                      250  Ford Motor Credit Co., 6.75%,
                              5/15/05                                  264
                      300  Franchise Finance Corp., 7.00%,
                              11/30/00                                 299
                      250  Merrill Lynch & Co., Inc., 6.50%,
                              4/1/01                                   254
                      250  Norwest Financial, Inc., 6.25%,
                              11/1/02                                  260
                      300  Paine Webber Group Inc., MTN,
                              7.96%, 4/28/00                           306
                      300  Salomon Inc., 6.65%, 7/15/01                310
                                                                 -----------
                                                                     2,623
                                                                 -----------
HEALTHCARE--1.1%
                      300  Aetna Services, Inc., 6.75%,
                              8/15/01                                  310
                                                                 -----------
INSURANCE--2.0%
                      250  Nationwide Mutual Insurance Co.,
                              6.50%, 2/15/04 (Acquired
                              2/9/96, Cost $252)(2)                    263

Principal Amount           ($ in Thousands)                          Value
- --------------------------------------------------------------------------------
                  $   300  Zurich Capital Trust I, 8.38%,
                              6/1/37 (Acquired
                              5/28/97-6/11/97,
                              Cost $304)(2)                         $  335
                                                                 -----------
                                                                       598
                                                                 -----------
LEISURE--0.9%
                      250  Time Warner Inc., 6.85%,
                              1/15/26                                  264
                                                                 -----------
METALS & MINING--1.8%
                      500  Barrick Gold Corp., 7.50%,
                              5/1/07                                   537
                                                                 -----------
PAPER & FOREST PRODUCTS--0.9%
                      300  Abitibi-Consolidated Inc., 7.40%,
                              4/1/18                                   273
                                                                 -----------
PRINTING & PUBLISHING--0.9%
                      250  News America Inc., 6.625%,
                              1/9/08                                   249
                                                                 -----------
REAL ESTATE--5.5%
                      400  Chelsea GCA Realty Partners,
                              7.25%, 10/21/07                          398
                      200  Price REIT, Inc. (The), 7.125%,
                              6/15/04                                  211
                      350  Price REIT, Inc. (The), 7.25%,
                              11/1/00                                  363
                      350  Simon DeBartolo Group Inc.,
                              6.625%, 6/15/03 (Acquired
                              6/17/98, Cost $349)(2)                   344
                      300  Spieker Properties, Inc., 6.80%,
                              12/15/01                                 305
                                                                 -----------
                                                                     1,621
                                                                 -----------
RETAIL (GENERAL MERCHANDISE)--0.8%
                      200  Sears, Roebuck & Co., Inc., MTN,
                              8.29%, 6/10/02                           220
                                                                 -----------
TOBACCO PRODUCTS--0.9%
                      250  Philip Morris Companies Inc.,
                              6.95%, 6/1/06                            262
                                                                 -----------
UTILITIES--2.8%
                      300  Avon Energy Partners Holdings,
                              7.05%, 12/11/07 (Acquired
                              1/20/98, Cost $312)(2)                   317
                      150  CalEnergy Co. Inc., 7.23%,
                              9/15/05                                  152
                      350  CalEnergy Co. Inc., 7.63%,
                              10/15/07                                 364
                                                                 -----------
                                                                       833
                                                                 -----------
TOTAL CORPORATE BONDS                                               13,677
                                                                 -----------
   (Cost $13,405)

See Notes to Financial Statements


                                                 www.americancentury.com      17


Intermediate-Term Bond--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)
OCTOBER 31, 1998

Principal Amount           ($ in Thousands)                          Value
- --------------------------------------------------------------------------------
SOVEREIGN GOVERNMENTS & AGENCIES--1.0%
                  $   300  Province of British Columbia,
                              5.375%, 10/29/08                      $  298
                                                                 -----------
              (Cost $298)

TEMPORARY CASH INVESTMENTS--0.9%
       264,000 Units of Participation in Chase Vista
              Prime Money Market Fund (Institutional
              Shares)                                                  264
                                                                 -----------
   (Cost $264)

TOTAL INVESTMENT SECURITIES--100.0%                                $29,402
                                                                 ===========
   (Cost $28,804)

NOTES TO SCHEDULE OF INVESTMENTS

FHLMC = Federal Home Loan Mortgage Corporation

FNMA = Federal National Mortgage Association

GNMA = Government National Mortgage Association

MTN = Medium Term Note

(1)  Final maturity indicated.  Expected remaining maturity used for purposes of
     calculating the weighted average portfolio maturity.

(2)  Security was purchased  under Rule 144A of the Securities Act of 1933 or is
     a private  placement and, unless  registered under the Act or exempted from
     registration,  may only be sold to qualified institutional  investors.  The
     aggregate  value of  restricted  securities at October 31, 1998 was $1,818,
     which represented 6.1% of net assets.

- --------------------------------------------------------------------------------
UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  tells  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:

* a list of each investment

* the principal amount of each investment

* the market value of each investment

* the percentage of investments in each industry, as applicable

* the percent and dollar breakdown of each investment category

                                              See Notes to Financial Statements


18      1-800-345-2021


Benham Bond--Performance
- --------------------------------------------------------------------------------
TOTAL RETURNS AS OF OCTOBER 31, 1998

<TABLE>
                            INVESTOR CLASS (INCEPTION 3/2/87)                      ADVISOR CLASS (INCEPTION 8/8/97)
                BENHAM BOND   LEHMAN AGGREGATE   A-RATED CORPORATE DEBT FUNDS(2)   BENHAM BOND   LEHMAN AGGREGATE
                                 BOND INDEX      AVERAGE RETURN   FUND'S RANKING                    BOND INDEX
- ---------------------------------------------------------------------------------------------------------------
<S>                <C>           <C>              <C>               <C>              <C>              <C>  
6 MONTHS(1) ......  3.79%         5.55%             4.32%               --            3.66%            5.55%
1 YEAR ...........  6.79%         9.34%             7.72%         110 OUT OF 150      6.52%            9.34%
- ---------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL RETURNS
3 YEARS ..........  6.75%         8.01%             7.06%          78 OUT OF 120       --               --
5 YEARS ..........  6.14%         7.02%             6.15%          35 OUT OF 71        --               --
10 YEARS .........  8.40%         9.04%             8.61%          23 OUT OF 39        --               --
LIFE OF FUND .....  7.69%         8.67%(3)          8.25%(3)       22 OUT OF 28(3)    8.06%           10.67%(4)
</TABLE>

(1) Returns for periods less than one year are not annualized.

(2) According to Lipper Inc., an independent mutual fund ranking service.

(3) Since  3/31/87,  the date nearest the class's  inception  for which data are
    available.

(4) Since  8/31/97,  the date nearest the class's  inception  for which data are
    available.

See  pages  39-41  for  more  information  about  share  classes,  returns,  the
comparative index, and Lipper fund rankings.

[mountain chart - data below]

GROWTH OF $10,000 OVER 10 YEARS
Value on 10/31/98
Lehman Aggregate Bond Index      $23,766
Benham Bond                      $22,412

                    Benham Bond     Lehman Aggregate Bond Index
DATE                   VALUE                 VALUE
10/31/88              $10,000               $10,000
10/31/89              $11,352               $11,190
10/31/90              $11,571               $11,896
10/31/91              $13,475               $13,777
10/31/92              $14,883               $15,131
10/31/93              $16,637               $16,927
10/31/94              $15,727               $16,306
10/31/95              $18,426               $18,858
10/31/96              $19,329               $19,961
10/31/97              $20,985               $21,736
10/31/98              $22,412               $23,766

$10,000 investment made 10/31/88

The chart at left shows the growth of a $10,000  investment  in the fund over 10
years,  while the chart below  shows the fund's  year-by-year  performance.  The
Lehman  Aggregate  Bond Index is provided for  comparison in each chart.  Benham
Bond's total returns include  operating  expenses (such as transaction costs and
management  fees) that reduce  returns,  while the total returns of the index do
not. These charts are based on Investor Class shares only; performance for other
classes will vary due to differences in fee structures  (see Total Returns table
above).  Past performance does not guarantee future results.  Investment  return
and principal  value will  fluctuate,  and redemption  value may be more or less
than original cost.

[bar chart - data below]

ONE-YEAR RETURNS OVER 10 YEARS (PERIODS ENDED OCTOBER 31)

                                        Lehman Aggregate
                    Benham Bond            Bond Index
DATE                  RETURN                 RETURN
10/31/89              13.52%                 11.90%
10/31/90               1.93%                  6.31%
10/31/91              16.45%                 15.81%
10/31/92              10.43%                  9.83%
10/31/93              11.81%                 11.87%
10/31/94              -5.47%                 -3.67%
10/31/95              17.16%                 15.65%
10/31/96               4.91%                  5.85%
10/31/97               8.57%                  8.89%
10/31/98               6.79%                  9.34%


                                                 www.americancentury.com      19


Benham Bond--Q&A
- --------------------------------------------------------------------------------

     An  interview  with  Bud  Hoops  and  Jeff  Houston  (pictured  on page 7),
portfolio managers on the Benham Bond fund investment team.

HOW DID BENHAM BOND PERFORM DURING THE FISCAL YEAR ENDED OCTOBER 31, 1998?

     The fund  produced a solid return but trailed its peer group  average.  For
the year ended October 31, Benham Bond's  Investor Class shares  returned 6.79%,
compared with the 7.72% average return of the 150 "A-Rated Corporate Debt Funds"
tracked by Lipper Inc.  (See the Total  Returns  table on the previous  page for
other fund performance comparisons.)

WHY DID THE FUND UNDERPERFORM THE AVERAGE A-RATED CORPORATE DEBT FUND?

     We look at Benham Bond as primarily a corporate  bond fund, so we typically
hold more corporate  bonds and fewer Treasury  securities than many of the funds
in our Lipper category. For much of the fiscal year, we kept about two-thirds of
the portfolio in corporate bonds,  well above the Lipper group average of around
40%.  Meanwhile,  Treasury holdings were 15% of our portfolio,  while the Lipper
group averaged 25%.

     Treasury securities were by far the best-performing sector of the U.S. bond
market over the past year, so our emphasis on corporate bonds was a disadvantage
compared with the Lipper group.

     Another  drawback was our holdings of corporate bonds rated BBB, which made
up about a quarter of the portfolio.  During the past six months, quality was in
great  demand--that's  why Treasury  bonds  performed so well.  In the corporate
sector,  higher-quality  bonds outperformed  lower-quality  bonds, and BBB-rated
bonds in particular trailed A-rated bonds by a wide margin.

     Many of the funds in our Lipper  category focus their  investments in bonds
rated A or higher,  so our BBB  holdings  hurt our  performance  relative to the
category average.

WHAT CHANGES DID YOU MAKE TO THE PORTFOLIO?

     We extended  Benham  Bond's  duration  slightly from 5.0 years to 5.3 years
during the fiscal  year.  (Duration  measures  the  portfolio's  sensitivity  to
changes in interest rates. The longer the fund's duration, the greater the share
price fluctuates when interest rates change.)

     As interest rates fell, our longer duration helped the fund earn more gains
on its Treasury holdings. This helped offset some of the underperformance of our
corporate bond holdings.

DID YOU MAKE ANY ADJUSTMENTS TO THE PORTFOLIO'S CORPORATE HOLDINGS?

     We shifted to a more defensive  position in the last six months. We avoided
the bonds of companies that had direct  exposure to turbulent  foreign  markets,
and we reduced our holdings in industries  that are sensitive to slower economic
growth, such as financial services companies.

     Instead,  we bought the bonds of companies  that do most of their  business
domestically and are in industries that are less affected by economic downturns.
Examples include  companies in the  telecommunications,  cable  television,  and
utilities industries.

     Ultimately,  though,  it didn't  matter  what types of  corporate  bonds we
owned--they  all  suffered  when the  corporate  sector got pounded in the third
quarter.

[left margin]

"WE LOOK AT BENHAM BOND AS PRIMARILY A CORPORATE BOND FUND, SO WE TYPICALLY HOLD
MORE CORPORATE BONDS AND FEWER TREASURY SECURITIES THAN MANY OF THE FUNDS IN OUR
LIPPER CATEGORY."

PORTFOLIO AT A GLANCE
                                10/31/98           10/31/97
NUMBER OF SECURITIES               56                46
WEIGHTED AVERAGE
  MATURITY                      10.6 YRS          10.8 YRS
AVERAGE DURATION                 5.3 YRS           5.0 YRS
EXPENSE RATIO (FOR
  INVESTOR CLASS)                 0.80%             0.80%

YIELD AS OF OCTOBER 31, 1998
                                INVESTOR           ADVISOR
                                  CLASS             CLASS
30-DAY SEC YIELD                  5.24%             4.99%

Investment terms are defined in the Glossary on page 41.


20      1-800-345-2021


Benham Bond--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

CAN YOU TALK MORE ABOUT THE MARKET ENVIRONMENT IN THE THIRD QUARTER?

     It was really one of the most  extreme  periods  we've seen since the early
1990s.  We  typically  gauge the  attractiveness  of  corporate  bond  yields by
comparing them to Treasury  yields.  Historically,  corporate bonds have yielded
around 75 basis points  (0.75%--a  basis point equals  0.01%) more than Treasury
bonds as compensation for the greater credit risk.

     When this yield difference--known as a spread--widens, corporate bonds look
more attractive;  when spreads are narrower than this,  Treasurys are the better
bargain.

     In August,  when Russia  surfaced as yet another victim of global  economic
turmoil,  many investors finally decided they'd had enough  international trauma
and scurried for the safest  investments  they could  find--Treasury  bonds.  It
didn't matter what else was out there--if it wasn't a Treasury bond, they didn't
want it.

     With huge demand for Treasurys and virtually none for corporates, the yield
spread  between  the two  doubled,  peaking at around 150 basis  points (see the
chart on page 4). For many individual  issues, the spreads were even wider--some
high-quality  corporates  were  yielding  as much as 200 basis  points more than
Treasurys.

     The last time yield  spreads  were this wide was in 1990,  when the economy
was in  recession.  But this time the  underlying  quality  of the bonds and the
corporations  that  issued  them  hadn't  changed;  it was all the  result  of a
risk-aversion  mentality.  Federal Reserve  Chairman Alan Greenspan aptly called
this behavior a "disengage" from the market.

HOW DID THIS AFFECT YOUR MANAGEMENT OF THE FUND?

     Liquidity  (the ability to easily buy and sell bonds) in the  corporate and
asset-backed markets was almost non-existent, which made it virtually impossible
to trade. For example, we tried to sell some AAA-rated  asset-backed  securities
and couldn't get a bid for them.  These were top-rated  bonds,  and no one would
touch them.

      The sizable  losses at many hedge funds played a big part in the liquidity
crunch.  These  private,  often-speculative  funds  were  active  traders in the
corporate and  asset-backed  bond markets.  After a number of them sustained big
losses by betting against  Treasury bonds,  they became much more  conservative,
and that took some big investors away from the market.

HAVE MARKET CONDITIONS IMPROVED SINCE THEN?

     A little bit. Liquidity in the corporate market has improved, and the yield
spread between  corporates and Treasurys has narrowed to about 100 basis points.
But it may be a while  before we see the  once-bitten  hedge funds return to the
marketplace.

LOOKING AHEAD, WHAT'S YOUR OUTLOOK FOR THE BOND MARKET?

     Interest  rates in the U.S.  are  going to depend  on how  global  economic
conditions play out. Overseas, we're seeing some Asian countries,  such as Korea
and  Thailand,  possibly  reaching  the bottom and  starting to bounce back from
their financial calamities.  But we're not out of the woods yet--Russia is still
a basket case, Brazil will likely lead Latin America into recession in 1999, and
Japan remains unable to work its way out of a decade-long recession.

[right margin]

"WE BOUGHT THE BONDS OF COMPANIES  THAT DO MOST OF THEIR  BUSINESS  DOMESTICALLY
AND ARE IN  INDUSTRIES  THAT ARE LESS AFFECTED BY ECONOMIC  DOWNTURNS.  EXAMPLES
INCLUDE COMPANIES IN THE  TELECOMMUNICATIONS,  CABLE  TELEVISION,  AND UTILITIES
INDUSTRIES."

[pie charts - data below]

PORTFOLIO COMPOSITION BY SECURITY TYPE

AS OF OCTOBER 31, 1998
Corporate Bonds             64%
U.S. Treasury               18%
Asset-Backed                 5%
Mortgage-Backed              4%
Other                        4%

AS OF APRIL 30, 1998
Corporate Bonds             70%
U.S. Treasury               13%
Asset-Backed                 4%
Mortgage-Backed              9%
Other                        4%

Security types are defined on page 41.


                                                 www.americancentury.com      21


Benham Bond--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

     Domestically,  the Fed has cut short-term  interest rates three times (most
recently in mid-November) in an effort to prevent a recession. Inflation remains
extremely low--falling commodities prices,  corporate restructuring,  and modest
wage increases have kept prices from rising.

     Interestingly,  the  health  of the  U.S.  economy  may  come  down  to the
performance  of the  stock  market.  With  excess  capacity  around  the  globe,
businesses  are likely to reduce their capital  investments  in the coming year.
That means economic growth will be even more dependent on consumer spending. And
as we've seen this  year,  consumers  tend to spend more money when their  stock
portfolios are doing well.

     If the Fed is successful in achieving a "soft landing" for the U.S. economy
and consumers  remain  confident--as we  expect--corporate  bonds should perform
very well compared with  Treasury  securities.  The  corporate/  Treasury  yield
spread is still  wider  than it's been  historically,  so  corporates  look very
attractive right now.

     The one scenario that would favor  Treasurys  over  corporates is a runaway
downtrend  in interest  rates,  which would likely be the result of a full-blown
recession  and a squeeze on corporate  profits.  However,  we don't think that's
going to happen.

GIVEN  YOUR  OUTLOOK,  WHAT ARE YOUR  PLANS  FOR  BENHAM  BOND OVER THE NEXT SIX
MONTHS?

     We plan to  maintain  our  emphasis on  non-Treasury  securities--corporate
bonds, asset-backed securities,  and mortgage-backed  bonds--which we think will
outperform  going  forward.  We've  been  able  to buy  bonds  issued  by  great
corporations  with the biggest  yield  advantage  over  Treasurys  we've seen in
years.

     However,  because we expect the economy to slow a little, we'll continue to
look toward defensive industries that are not economically sensitive.

[left margin]

"IF THE FED IS SUCCESSFUL IN ACHIEVING A 'SOFT LANDING' FOR THE U.S. ECONOMY AND
CONSUMERS REMAIN CONFIDENT--AS WE EXPECT--CORPORATE BONDS SHOULD PERFORM VERY
WELL COMPARED WITH TREASURY SECURITIES."

PORTFOLIO COMPOSITION BY CREDIT RATING
                    % OF FUND INVESTMENTS
                   AS OF             AS OF
                 10/31/98           4/30/98
AAA                 35%               32%
AA                   3%                3%
A                   27%               35%
BBB                 27%               28%
BB                   8%               2%

Ratings provided by Standard & Poor's.  See Credit Rating  Guidelines on page 40
for more information.


22      1-800-345-2021


Benham Bond--Schedule of Investments
- --------------------------------------------------------------------------------
OCTOBER 31, 1998

Principal Amount           ($ in Thousands)                          Value
- --------------------------------------------------------------------------------
U.S. TREASURY SECURITIES--17.9%
                   $4,000  U.S. Treasury Notes, 5.625%,
                              12/31/02                             $  4,189
                    2,500  U.S. Treasury Notes, 5.50%,
                              1/31/03                                 2,610
                    4,000  U.S. Treasury Notes, 7.25%,
                              5/15/04                                 4,544
                    2,000  U.S. Treasury Notes, 7.875%,
                              11/15/04                                2,350
                    5,500  U.S. Treasury Notes, 5.625%,
                              5/15/08                                 5,927
                    2,500  U.S. Treasury Bonds, 7.50%,
                              11/15/24                                3,242
                    3,000  U.S. Treasury Bonds, 5.50%,
                              8/15/28                                 3,158
                                                                 ------------
TOTAL U.S. TREASURY SECURITIES                                       26,020
                                                                 ------------
   (Cost $25,730)

U.S. GOVERNMENT AGENCY SECURITIES--1.4%
                    2,000  Tennessee Valley Authority,
                              6.875%, 12/15/43                        2,076
                                                                 ------------
   (Cost $1,854)

MORTGAGE-BACKED SECURITIES(1)--9.0%
                    4,676  FHLMC Pool #E68681, 6.00%,
                              1/1/13                                  4,701
                      160  FHLMC REMIC, Series 19,
                              Class E PAC, 8.00%, 8/15/19               161
                      423  FHLMC REMIC, Series 116,
                              Class F PAC, 8.50%, 2/15/20               427
                    3,860  FNMA Pool #250452, 6.50%,
                              1/1/26                                  3,893
                      671  FNMA REMIC, Series 1989-35,
                              Class G, 9.50%, 7/25/19                   711
                    3,000  FNMA REMIC, Series 1997-10,
                              Class M SEQ, 6.60%, 8/18/24             3,088
                                                                 ------------
TOTAL MORTGAGE-BACKED SECURITIES                                     12,981
                                                                 ------------
   (Cost $12,615)

ASSET-BACKED SECURITIES(1)--5.3%
                    2,500  AMRESCO, INC., Series 1998-2,
                              Class A4 SEQ, 6.45%,
                              4/25/27                                 2,547
                      420  Money Store (The) Home Equity
                              Trust, Series 1996 D, Class A3
                              SEQ, 6.30%, 11/15/11                      419
                    1,690  United Companies Financial Corp.,
                              Home Equity Loan,
                              Series 1995 D1, Class A2,
                              6.20%, 3/10/14                          1,698

Principal Amount           ($ in Thousands)                          Value
- --------------------------------------------------------------------------------
                   $3,000  United Companies Financial Corp.,
                              Home Equity Loan,
                              Series 1998 B, Class A4 SEQ,
                              6.22%, 11/15/20                      $  3,035
                                                                 ------------
TOTAL ASSET-BACKED SECURITIES                                         7,699
                                                                 ------------
   (Cost $7,601)

CORPORATE BONDS--64.1%
AEROSPACE & DEFENSE--1.5%
                    2,000  Lockheed Martin Corp., 7.25%,
                              5/15/06                                 2,184
                                                                 ------------
AIRLINES--2.3%
                    3,101  Delta Air Lines, Inc., 7.54%,
                              10/11/11                                3,285
                                                                 ------------
BANKING--15.9%
                    5,000  Citicorp Euro, 7.00%, 1/2/04               5,370
                    2,000  Corestates Capital Corp., 5.875%,
                              10/15/03                                2,047
                    3,000  First Union Corp., 8.77%,
                              11/15/99                                3,123
                    3,000  Mellon Financial Co., 6.00%,
                              3/1/04                                  3,057
                    5,000  National Bank of Canada, 8.125%,
                              8/15/04                                 5,581
                    2,000  Santander Financial Issuances
                              Ltd., 6.375%, 2/15/11                   1,842
                    2,000  Wells Fargo Capital, 7.96%,
                              12/15/26                                2,080
                                                                 ------------
                                                                     23,100
                                                                 ------------
CHEMICALS & RESINS--4.1%
                    5,000  ARCO Chemical Co., 10.25%,
                              11/1/10                                 6,026
                                                                 ------------
COMMUNICATIONS SERVICES--6.2%
                    2,000  Cable & Wireless Communications,
                              6.375%, 3/6/03                          2,042
                    1,350  Cable & Wireless Communications,
                              6.625%, 3/6/05                          1,372
                    2,000  CSC Holdings Inc., 7.25%,
                              7/15/08                                 1,951
                    2,000  MCI WorldCom, Inc., 6.40%,
                              8/15/05                                 2,080
                    1,500  Qwest Communications
                              International Inc., 7.50%,
                              11/1/08 (Acquired 10/28/98,
                              Cost $1,490)(2)                         1,526
                                                                 ------------
                                                                      8,971
                                                                 ------------
COMPUTER SYSTEMS--1.1%
                    1,500  International Business Machines
                              Corp., 7.125%, 12/1/96                  1,639
                                                                 ------------

See Notes to Financial Statements


                                                 www.americancentury.com      23


Benham Bond--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)
OCTOBER 31, 1998

Principal Amount           ($ in Thousands)                          Value
- --------------------------------------------------------------------------------
ENERGY (PRODUCTION & MARKETING)--6.2%
                   $3,000  Columbia Gas Systems, 7.42%,
                              11/28/15                             $  3,121
                    2,500  Enron Corp., 6.625%, 11/15/05              2,602
                    3,000  Oryx Energy Co., 8.125%,
                              10/15/05                                3,241
                                                                 ------------
                                                                      8,964
                                                                 ------------
FINANCIAL SERVICES--7.0%
                    2,000  Comdisco, Inc., 6.375%,
                              11/30/01                                2,076
                    3,000  Ford Motor Credit Co., 6.50%,
                              2/28/02                                 3,086
                    2,000  Lehman Brothers Holdings Inc.,
                              6.625%, 11/15/00                        1,993
                    3,000  Paine Webber Group Inc., MTN,
                              7.96%, 4/28/00                          3,061
                                                                 ------------
                                                                     10,216
                                                                 ------------
INSURANCE--4.8%
                    1,000  Delphi Financial Group, Inc.,
                              9.31%, 3/25/27                          1,157
                    3,000  Lincoln National Corp., 9.125%,
                              10/1/04                                 3,569
                    2,000  Zurich Capital Trust I, 8.38%,
                              6/1/37 (Acquired 6/11/97,
                              Cost $2,059)(2)                         2,233
                                                                 ------------
                                                                      6,959
                                                                 ------------
LEISURE--1.5%
                    2,000  Time Warner Inc., 6.85%,
                              1/15/26                                 2,112
                                                                 ------------
METALS & MINING--1.5%
                    2,000  Barrick Gold Corp., 7.50%,
                              5/1/07                                  2,148
                                                                 ------------
PAPER & FOREST PRODUCTS--0.8%
                    1,350  Abitibi-Consolidated Inc., 7.40%,
                              4/1/18                                  1,226
                                                                 ------------
PRINTING & PUBLISHING--2.3%
                    3,000  News America Holdings Inc.,
                              8.50%, 2/15/05                          3,341
                                                                 ------------

Principal Amount           ($ in Thousands)                          Value
- --------------------------------------------------------------------------------
REAL ESTATE--5.6%
                   $1,000  Chelsea GCA Realty Partners,
                              7.25%, 10/21/07                       $   996
                    2,000  Price REIT, Inc. (The), 7.125%,
                              6/15/04                                 2,108
                    2,000  Simon DeBartolo Group Inc.,
                              6.625%, 6/15/03 (Acquired
                              6/17/98, Cost $1,995)(2)                1,968
                    3,000  Spieker Properties Inc., MTN,
                              7.58%, 12/17/01                         3,118
                                                                 ------------
                                                                      8,190
                                                                 ------------
TOBACCO--1.1%
                    1,500  Philip Morris Companies Inc.,
                              6.80%, 12/1/03                          1,595
                                                                 ------------
UTILITIES--2.2%
                    3,000  CalEnergy Co. Inc., 7.63%,
                              10/15/07                                3,122
                                                                 ------------
TOTAL CORPORATE BONDS                                                93,078
                                                                 ------------
   (Cost $89,548)

SOVEREIGN GOVERNMENTS & AGENCIES--1.4%
                    2,000  Province of Quebec Bonds,
                              7.125%, 2/9/24                          2,087
                                                                 ------------
   (Cost $1,838)

TEMPORARY CASH INVESTMENTS--0.9%
       1,280,000 Units of Participation in Chase
              Vista Prime Money Market Fund
              (Institutional Shares)                                  1,280
                                                                 ------------
   (Cost $1,280)

TOTAL INVESTMENT SECURITIES--100.0%                                $145,221
                                                                 ============
   (Cost $140,466)

                                               See Notes to Financial Statements


24      1-800-345-2021


Benham Bond--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                    (Continued)
OCTOBER 31, 1998

NOTES TO SCHEDULE OF INVESTMENTS

FHLMC = Federal Home Loan Mortgage Corporation

FNMA = Federal National Mortgage Association

MTN = Medium Term Note

(1)  Final maturity indicated.  Expected remaining maturity used for purposes of
     calculating the weighted average portfolio maturity.

(2)  Security was purchased  under Rule 144A of the Securities Act of 1933 or is
     a private  placement and, unless  registered under the Act or exempted from
     registration,  may only be sold to qualified institutional  investors.  The
     aggregate  value of restricted  securities at October 31, 1998, was $5,727,
     which represented 3.9% of net assets.

- --------------------------------------------------------------------------------
UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  tells  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:

* a list of each investment

* the principal amount of each investment

* the market value of each investment

* the percentage of investments in each industry, as applicable

* the percent and dollar breakdown of each investment category

See Notes to Financial Statements


                                                 www.americancentury.com      25


Statements of Assets and Liabilities
- --------------------------------------------------------------------------------

OCTOBER 31, 1998                      LIMITED-TERM   INTERMEDIATE-   BENHAM BOND
                                                         TERM
ASSETS                                  (In Thousands Except Per-Share Amounts)
Investment securities, at value
  (identified cost of
  $19,197, $28,804 and $140,466,
  respectively) (Note 3) .............$     19,440   $     29,402   $    145,221
Cash .................................           2            375             64
Receivable for investments sold ......        --             --            1,666
Interest receivable ..................         315            493          2,808
                                      ------------   ------------   ------------
                                            19,757         30,270        149,759
                                      ------------   ------------   ------------
LIABILITIES
Disbursements in excess of
  demand deposit cash ................          54             30            403
Payable for capital shares redeemed ..           4             23             88
Payable for investments purchased ....        --              248          1,490
Accrued management fees (Note 2) .....          11             18            101
Distribution and service fees
  payable (Note 2) ...................        --                1              1
Dividends payable ....................           4              3             27
                                      ------------   ------------   ------------
                                                73            323          2,110
                                      ------------   ------------   ------------
Net Assets ...........................$     19,684   $     29,947   $    147,649
                                      ============   ============   ============
NET ASSETS CONSIST OF:
Capital (par value and
  paid in surplus) ...................$     19,349   $     29,156   $    142,872
Accumulated undistributed net
  realized gain from investment
  transactions .......................          92            193             22
Net unrealized appreciation on
  investments (Note 3) ...............         243            598          4,755
                                      ------------   ------------   ------------
                                      $     19,684   $     29,947   $    147,649
                                      ============   ============   ============
Investor Class, $0.01 Par Value
  ($ and shares in full)
Net assets ...........................$ 18,838,347   $ 26,797,090   $145,496,244
Shares outstanding ...................   1,874,910      2,618,068     14,892,807
Net asset value per share ............$      10.05   $      10.24   $       9.77

Advisor Class, $0.01 Par Value
 ($ and shares in full)
Net assets ...........................$    845,394   $  3,150,202   $  2,152,531
Shares outstanding ...................      84,158        307,752        220,311
Net asset value per share ............$      10.05   $      10.24   $       9.77

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF ASSETS AND  LIABILITIES--This  statement details
what the fund owns (assets),  what it owes (liabilities),  and its net assets as
of the last day of the period.  If you subtract  what the fund owes from what it
owns,  you get the fund's net assets.  For each class of shares,  the net assets
divided  by the total  number of  shares  outstanding  gives you the price of an
individual share, or the net asset value per share.

NET ASSETS are also broken down by capital (money invested by shareholders); net
investment  income not yet paid to  shareholders or net investment  losses;  net
gains earned on investments  but not yet paid to  shareholders  or net losses on
investments (known as realized gains or losses); and finally, gains or losses on
securities  still  owned  by the  fund  (known  as  unrealized  appreciation  or
depreciation).  This  breakdown  tells  you the  value  of net  assets  that are
performance-related,  such as investment  gains or losses,  and the value of net
assets that are not related to performance,  such as shareholder investments and
redemptions.

                                              See Notes to Financial Statements


26      1-800-345-2021


Statements of Operations
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31, 1998          LIMITED-TERM     INTERMEDIATE-    BENHAM BOND
                                                          TERM
INVESTMENT INCOME                                    (In Thousands)
Income:
<S>                                      <C>             <C>              <C>   
Interest ............................    $1,187          $1,552           $9,177
                                     -------------   --------------   -------------
Expenses (Note 2):
Management fees .....................     132             173              1,096
Distribution fees -- Advisor Class ..      1               7                 4
Service fees -- Advisor Class .......      1               7                 4
Directors' fees and expenses ........      --              --                1
                                     -------------   --------------   -------------
                                          134             187              1,105
                                     -------------   --------------   -------------
Net investment income ...............    1,053           1,365             8,072
                                     -------------   --------------   -------------

REALIZED AND UNREALIZED
GAIN ON INVESTMENTS (NOTE 3)
Net realized gain on investments ....      92             179               47
Change in net unrealized
  appreciation on investments .......     115             206               699
                                     -------------   --------------   -------------

Net realized and unrealized
  gain on investments ...............     207             385               746
                                     -------------   --------------   -------------

Net Increase in Net Assets
  Resulting from Operations .........    $1,260          $1,750           $8,818
                                     =============   ==============   =============
</TABLE>

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF OPERATIONS--This  statement breaks down how each
fund's  net  assets  changed  during  the  period  as a  result  of  the  fund's
operations.  It tells you how much money the fund made or lost after taking into
account income,  fees and expenses,  and investment gains or losses. It does not
include shareholder transactions and distributions.

Fund OPERATIONS include:

* interest income earned from investments

* management fees and other expenses

* gains or losses from selling investments (known as realized gains or losses)

* gains or losses on current fund holdings (known as unrealized gains or losses

See Notes to Financial Statements


                                                 www.americancentury.com      27


<TABLE>
<CAPTION>
Statements of Changes in Net Assets
- --------------------------------------------------------------------------------

YEARS ENDED OCTOBER 31, 1998 AND OCTOBER 31, 1997

                                            LIMITED-TERM           INTERMEDIATE-TERM           BENHAM BOND
Increase (Decrease) in Net Assets          1998         1997         1998         1997         1998         1997

OPERATIONS                                                      (In Thousands)
<S>                                   <C>          <C>          <C>          <C>          <C>          <C>      
Net investment income .............   $   1,053    $     634    $   1,365    $   1,058    $   8,072    $   8,276
Net realized gain on investments ..          92           26          179           19           47          350
Change in net unrealized
  appreciation on investments .....         115           76          206          316          699        2,059
                                      ---------    ---------    ---------    ---------    ---------    ---------
Net increase in net assets
  resulting from operations .......       1,260          736        1,750        1,393        8,818       10,685
                                      ---------    ---------    ---------    ---------    ---------    ---------

DISTRIBUTIONS TO
SHAREHOLDERS
From net investment income:
  Investor Class ..................      (1,026)        (634)      (1,219)      (1,052)      (7,993)      (8,273)
  Advisor Class ...................         (27)        --           (146)          (6)         (79)          (3)
From net realized gains
from investment transactions:
  Investor Class ..................         (28)        --           --           --           (368)      (1,310)
  Advisor Class ...................        --           --             (1)        --
                                      ---------    ---------    ---------    ---------    ---------    ---------
Decrease in net assets
  from distributions ..............      (1,081)        (634)      (1,365)      (1,058)      (8,441)      (9,586)
                                      ---------    ---------    ---------    ---------    ---------    ---------

CAPITAL SHARE
TRANSACTIONS (NOTE 4)
Net increase (decrease) in
  net assets from capital
  share transactions ..............       4,236        7,075        9,419        4,182       20,229      (16,623)
                                      ---------    ---------    ---------    ---------    ---------    ---------
Net increase (decrease) in
  net assets ......................       4,415        7,177        9,804        4,517       20,606      (15,524)

NET ASSETS
Beginning of year .................      15,269        8,092       20,143       15,626      127,043      142,567
                                      ---------    ---------    ---------    ---------    ---------    ---------
End of year .......................   $  19,684    $  15,269    $  29,947    $  20,143    $ 147,606    $ 127,043
                                      =========    =========    =========    =========    =========    =========
</TABLE>

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF CHANGES IN NET ASSETS--These statements show how
the fund's net assets  changed over the past two reporting  periods.  It details
how much a fund grew or shrank as a result of:

* operations--a summary of the Statement of Operations from the previous page
  for the most recent period

* distributions--income and gains distributed to shareholders

* capital share transactions--shareholders' purchases, reinvestments, and
  redemptions

Net  assets  at the  beginning  of  the  period  plus  the  sum  of  operations,
distributions  to  shareholders  and capital  share  transactions  result in net
assets at the end of the period.

                                              See Notes to Financial Statements


28      1-800-345-2021


Notes to Financial Statements
- --------------------------------------------------------------------------------
OCTOBER 31, 1998

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION--American  Century  Mutual Funds,  Inc. (the  Corporation)  is
registered under the Investment  Company Act of 1940 as an open-end  diversified
management investment company.  American Century - Benham Limited-Term Bond Fund
(Limited-Term),   American   Century  -  Benham   Intermediate-Term   Bond  Fund
(Intermediate-Term),  and American Century - Benham Bond Fund (Benham Bond) (the
Funds) are three of the twelve  series of funds issued by the  Corporation.  The
Funds'  investment  objective  is to seek income by investing in bonds and other
debt obligations.  The Funds are authorized to issue two classes of shares:  the
Investor  Class  and  the  Advisor  Class.  The two  classes  of  shares  differ
principally in their respective  shareholder servicing and distribution expenses
and arrangements. All shares of the Fund represent an equal pro rata interest in
the assets of the class to which such shares belong,  and have identical voting,
dividend, liquidation and other rights and the same terms and conditions, except
for class specific  expenses and exclusive  rights to vote on matters  affecting
only individual classes.  The following  significant  accounting policies are in
accordance with generally accepted accounting principles.

     SECURITY  VALUATIONS--Portfolio  securities are valued through a commercial
pricing  service or at the mean of the most  recent bid and asked  prices.  When
valuations  are not readily  available,  securities  are valued at fair value as
determined in accordance with procedures adopted by the Board of Directors.

     SECURITY  TRANSACTIONS--Security  transactions  are accounted for as of the
trade date. Net realized gains and losses are determined on the identified  cost
basis, which is also used for federal income tax purposes.

     INVESTMENT  INCOME--Interest  income is recorded  on the accrual  basis and
includes accretion of discounts and amortization of premiums.

     REPURCHASE  AGREEMENTS--The Funds may enter into repurchase agreements with
institutions  the  Funds'  investment   manager,   American  Century  Investment
Management,  Inc. (ACIM),  has determined are creditworthy  pursuant to criteria
adopted by the Board of  Directors.  Each  repurchase  agreement  is recorded at
cost. The Funds require that the collateral, represented by securities, received
in a  repurchase  transaction  be  transferred  to  the  custodian  in a  manner
sufficient  to enable  the Funds to obtain  those  securities  in the event of a
default under the repurchase  agreement.  ACIM monitors,  on a daily basis,  the
securities  transferred to ensure the value,  including accrued interest, of the
securities  under each repurchase  agreement is equal to or greater than amounts
owed to the Funds under each repurchase agreement.

     JOINT  TRADING  ACCOUNT--Pursuant  to an  Exemptive  Order  issued  by  the
Securities  and  Exchange  Commission,  the Funds,  along with other  registered
investment  companies  having  management  agreements  with ACIM,  may  transfer
uninvested  cash  balances  into a joint  trading  account.  These  balances are
invested in one or more repurchase agreements that are collateralized by U.S.
Treasury or Agency obligations.

     INCOME TAX STATUS--It is the Funds' policy to distribute all taxable income
and  realized  gains to  shareholders  and to  otherwise  qualify as a regulated
investment  company under provisions of the Internal Revenue Code.  Accordingly,
no provision has been made for federal or state income taxes.

     DISTRIBUTIONS TO SHAREHOLDERS--Distributions from net investment income are
declared daily and distributed  monthly.  Distributions  from net realized gains
are declared and paid annually.

     The  character of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes.  These differences  reflect the differing character
of certain income items and net capital gains and losses for financial statement
and tax  purposes  and may  result in  reclassification  among  certain  capital
accounts.

     ADDITIONAL INFORMATION--Funds  Distributor, Inc. (FDI) is the Corporation's
distributor. Certain officers of FDI are also officers of the Corporation.


                                                 www.americancentury.com      29


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)
OCTOBER 31, 1998
- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES

    The  Corporation  has entered  into a  Management  Agreement  with ACIM that
provides the Funds with investment  advisory and management services in exchange
for a single,  unified management fee per class. The Agreements provide that all
expenses of the Funds, except brokerage commissions,  taxes, interest,  expenses
of those directors who are not considered "interested persons" as defined in the
Investment  Company  Act of 1940  (including  counsel  fees)  and  extraordinary
expenses, will by paid by ACIM. The fee is computed daily and paid monthly based
on each Fund's class average daily closing net assets during the previous month.
The   annual   management   fee  for  the   Investor   Class  of   Limited-Term,
Intermediate-Term,  and Benham Bond is 0.70%, 0.75% and 0.80%, respectively. The
annual  management fee for the Advisor Class of Limited-Term,  Intermediate-Term
and Benham Bond is 0.45%, 0.50% and 0.55%, respectively.

    The Board of Directors has adopted the Advisor Class Master Distribution and
Shareholder  Services Plan (the Plan),  pursuant to Rule 12b-1 of the Investment
Company Act of 1940.  The Plan  provides  that the Funds will pay ACIM an annual
distribution  fee equal to 0.25% and  service  fee equal to 0.25%.  The fees are
computed  daily and paid  monthly  based on the Advisor  Class's  average  daily
closing net assets  during the previous  month.  The  distribution  fee provides
compensation for distribution  expenses incurred by financial  intermediaries in
connection  with  distributing  shares of the Advisor Class  including,  but not
limited to, payments to brokers,  dealers, and financial  institutions that have
entered into sales  agreements with respect to shares of the funds.  The service
fee provides  compensation for shareholder and administrative  services rendered
by ACIM,  its  affiliates or independent  third party  providers.  Fees incurred
under  the  Plan  for  the  year  ended  October  31,  1998  for   Limited-Term,
Intermediate-Term and Benham Bond were $2,544, $13,376 and $7,085, respectively

    Certain  officers and directors of the  Corporation are also officers and/or
directors,  and  as  a  group,  controlling  stockholders  of  American  Century
Companies,  Inc., the parent of the Corporation's  investment manager,  ACIM and
the Corporation's transfer agent, American Century Services Corporation.

- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

<TABLE>
  Investment transactions,  excluding short-term investments, for the year ended
October 31,1998, were as follows:

                                         LIMITED-TERM       INTERMEDIATE-TERM          BENHAM BOND
PURCHASES                                                     (In Thousands)
<S>                                        <C>                    <C>                     <C>    
U.S. Treasury & Agency Obligations ......  $17,691                $19,623                 $68,144
Other Debt Obligations ..................   6,443                 10,385                  41,568

PROCEEDS FROM SALES                                           (In Thousands)
U.S. Treasury & Agency Obligations ......  $14,230                $11,824                 $51,343
Other Debt Obligations ..................   2,995                  8,515                  36,205

  On  October  31,  1998,  the  composition  of  unrealized   appreciation   and
depreciation of investment securities based on the aggregate cost of investments
for federal income tax purposes was as follows:

                                         LIMITED-TERM       INTERMEDIATE-TERM          BENHAM BOND
                                                              (In Thousands)
Appreciation ............................    $297                  $597                   $5,501
Depreciation ............................    (54)                   (5)                    (792)
                                         ------------         ---------------         --------------
Net .....................................    $243                  $592                   $4,709
                                         ============         ===============         ==============
Federal Tax Cost ........................  $19,197               $28,810                 $140,512
                                         ============         ===============         ==============
</TABLE>


30     1-800-345-2021


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)

OCTOBER 31, 1998
- --------------------------------------------------------------------------------
4. CAPITAL SHARE TRANSACTIONS

<TABLE>
Transactions in shares of the Funds were as follows:

                              LIMITED-TERM           INTERMEDIATE-TERM                 BENHAM
                                  BOND                      BOND                        BOND
                           SHARES      AMOUNT       SHARES        AMOUNT       SHARES        AMOUNT

INVESTOR CLASS                                          (In Thousands)
<S>                        <C>        <C>           <C>         <C>            <C>         <C>     
Shares authorized ........ 100,000                 100,000                    100,000
                          ========                ==========                 ==========
Year ended
October 31, 1998
Sold ..................... 1,763      $ 17,594      1,851       $ 18,810       8,501       $ 83,134
Issued in reinvestment
  of distributions .......    100        999          108         1,093          799         7,783
Redeemed ................. (1,518)    (15,196)      (1,140)      (11,569)      (7,418)      (72,377)
                          --------   ----------   ----------   -----------   ----------   -----------
Net increase .............    345     $  3,397       819        $  8,334       1,882       $ 18,540
                          ========   ==========   ==========   ===========   ==========   ===========

Year ended
October 31, 1997
Sold ..................... 1,315      $13,023        1,569       $ 15,513       5,099       $ 48,694
Issued in reinvestment
  of distributions .......     62        615            95          942          946         9,015
Redeemed .................   (662)     (6,563)      (1,442)      (14,279)      (7,835)     (74,792)
                          --------   ----------   ----------   -----------   ----------   -----------
Net increase (decrease) ..    715       $7,075        222        $  2,176      (1,790)     $(17,083)
                          ========   ==========   ==========   ===========   ==========   ===========

ADVISOR CLASS                                           (In Thousands)

Shares authorized ........ 50,000                   50,000                     50,000
                          ========                ==========                 ==========
Period ended
October 31, 1998(1)
Sold .....................    107      $ 1,072        284        $ 2,873         279        $ 2,721
Issued in reinvestment
  of distributions .......      3           26         14            143           8             80
Redeemed .................    (26)      (259)        (190)       (1,931)        (114)       (1,112)
                          --------   ----------   ----------   -----------   ----------   -----------
Net increase .............   84        $  839        108         $ 1,085         173        $ 1,689
                          ========   ==========   ==========   ===========   ==========   ===========

Period ended
October 31, 1997(2)
Sold .....................   --          --          199         $2,000          61         $ 588
Issued in reinvestment
  of distributions .......   --          --           1             6            1             3
Redeemed .................   --          --           --           --            (14)        (131)
                          --------   ----------   ----------   -----------   ----------   -----------
Net increase .............   --          --          200         $2,006          48         $ 460
                          ========   ==========   ==========   ===========   ==========   ===========
</TABLE>

(1)  November 1, 1997 through October 31, 1998 for  Intermediate-Term and Benham
     Bond and  November  12, 1997  (commencement  of sale of the Advisor  Class)
     through October 31, 1998 for Limited-Term.

(2)  August 14, 1997 (commencement of sale of the Advisor Class) through October
     31, 1997 for Intermediate-Term. August 8, 1997 (commencement of sale of the
     Advisor Class) through October 31, 1997 for Benham Bond.


                                                 www.americancentury.com      31


Limited-Term Bond--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                                                       Investor Class
                                                1998           1997           1996          1995       1994(1)
PER-SHARE DATA
<S>                                       <C>            <C>            <C>           <C>           <C>       
Net Asset Value, Beginning of Period ..   $     9.98     $     9.93     $     9.96    $     9.68    $    10.00
                                          ----------     ----------     ----------    ----------    ----------
Income From Investment Operations

  Net Investment Income ...............         0.55           0.56           0.56          0.56          0.31
  Net Realized and Unrealized
  Gain (Loss) on Investment
  Transactions ........................         0.08           0.05          (0.03)         0.28         (0.32)
                                          ----------     ----------     ----------    ----------    ----------
  Total From Investment Operations ....         0.63           0.61           0.53          0.84         (0.01)
                                          ----------     ----------     ----------    ----------    ----------
Distributions
  From Net Investment Income ..........        (0.55)         (0.56)         (0.56)        (0.56)        (0.31)
  From Net Realized Gains on
  Investment Transactions .............        (0.01)          --             --            --            --
                                          ----------     ----------     ----------    ----------    ----------
  Total Distributions .................        (0.56)         (0.56)         (0.56)        (0.56)        (0.31)
                                          ----------     ----------     ----------    ----------    ----------
Net Asset Value, End of Period ........   $    10.05     $     9.98     $     9.93    $     9.96    $     9.68
                                          ==========     ==========     ==========    ==========    ==========
  Total Return(2) .....................         6.58%          6.30%          5.48%         8.89%        (0.08)%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
  to Average Net Assets ...............         0.70%          0.69%          0.68%         0.69%         0.70%(3)
Ratio of Net Investment Income
  to Average Net Assets ...............         5.56%          5.63%          5.63%         5.70%         4.79%(3)
Portfolio Turnover Rate ...............           97%           109%           121%          116%           48%
Net Assets, End of Period
  (in thousands) ......................   $   18,838     $   15,269     $    8,092    $    7,193    $    4,375
</TABLE>

(1) March 1, 1994 (inception) through October 31, 1994.

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

(3) Annualized.

- --------------------------------------------------------------------------------
UNDERSTANDING THE FINANCIAL HIGHLIGHTS--These  statements itemize current period
activity and  statistics  and provide  comparison  data for the last five fiscal
years (or less, if the class is not five years old).

On a per-share basis, it includes:

* share price at the beginning of the period

* investment income and capital gains or losses

* income and capital gains distributions paid to shareholders

* share price at the end of the period

It also includes some key statistics for the period:

* total return--the overall percentage return of the fund, assuming reinvestment
  of all distributions

* expense ratio--operating expenses as a percentage of average net assets

* net income ratio--net investment income as a percentage of average net assets

* portfolio turnover--the percentage of the portfolio that was replaced during
  the period

                                              See Notes to Financial Statements


32      1-800-345-2021


Limited-Term Bond--Financial Highlights
- --------------------------------------------------------------------------------
                                                                    (Continued)

                        FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD INDICATED

                                                                 Advisor Class
                                                                     1998(1)
PER-SHARE DATA
Net Asset Value, Beginning of Period .....................          $  9.97
                                                                    -------
Income From Investment Operations
  Net Investment Income ..................................             0.51
  Net Realized and Unrealized Gain
  on Investment Transactions .............................             0.09
                                                                    -------
  Total From Investment Operations .......................             0.60
                                                                    -------
Distributions
  From Net Investment Income .............................            (0.51)
  From Net Realized Gains on
  Investment Transactions ................................            (0.01)
                                                                    -------
  Total Distributions ....................................            (0.52)
                                                                    -------
Net Asset Value, End of Period ...........................          $ 10.05
                                                                    =======
  Total Return(2) ........................................             6.23%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
  to Average Net Assets ..................................             0.95%(3)
Ratio of Net Investment Income
  to Average Net Assets ..................................             5.26%(3)
Portfolio Turnover Rate ..................................               97%
Net Assets, End of Period
  (in thousands) .........................................          $   845

(1)  November 12, 1997 (commencement of sale) through October 31, 1998.

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

(3) Annualized.

See Notes to Financial Statements


                                                 www.americancentury.com      33


Intermediate-Term Bond--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                                                       Investor Class
                                                1998           1997           1996           1995        1994(1)
PER-SHARE DATA
<S>                                       <C>            <C>            <C>            <C>            <C>       
Net Asset Value, Beginning of Period ..   $    10.07     $     9.91     $    10.07     $     9.53     $    10.00
                                          ----------     ----------     ----------     ----------     ----------
Income From Investment Operations

  Net Investment Income ...............         0.58           0.59           0.58           0.59           0.34
  Net Realized and Unrealized
  Gain (Loss) on Investment
  Transactions ........................         0.17           0.16          (0.06)          0.54          (0.47)
                                          ----------     ----------     ----------     ----------     ----------
  Total From Investment Operations ....         0.75           0.75           0.52           1.13          (0.13)
                                          ----------     ----------     ----------     ----------     ----------
Distributions
  From Net Investment Income ..........        (0.58)         (0.59)         (0.58)         (0.59)         (0.34)
  From Net Realized Gains on
  Investment Transactions .............         --             --            (0.10)          --             --
                                          ----------     ----------     ----------     ----------     ----------
  Total Distributions .................        (0.58)         (0.59)         (0.68)         (0.59)         (0.34)
                                          ----------     ----------     ----------     ----------     ----------
Net Asset Value, End of Period ........   $    10.24     $    10.07     $     9.91     $    10.07     $     9.53
                                          ==========     ==========     ==========     ==========     ==========
  Total Return(2) .....................         7.71%          7.87%          5.36%         12.19%         (1.24)%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
  to Average Net Assets ...............         0.75%          0.75%          0.74%          0.74%          0.75%(3)
Ratio of Net Investment Income
  to Average Net Assets ...............         5.73%          5.99%          5.90%          6.05%          5.23%(3)
Portfolio Turnover Rate ...............           89%            99%            87%           133%            48%
Net Assets, End of Period
  (in thousands) ......................   $   26,797     $   18,126     $   15,626     $   12,827     $    4,262
</TABLE>

(1) March 1, 1994 (inception) through October 31, 1994.

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

(3) Annualized.

- --------------------------------------------------------------------------------
UNDERSTANDING THE FINANCIAL HIGHLIGHTS--These  statements itemize current period
activity and  statistics  and provide  comparison  data for the last five fiscal
years (or less, if the class is not five years old).

On a per-share basis, it includes:

* share price at the beginning of the period

* investment income and capital gains or losses

* income and capital gains distributions paid to shareholders

* share price at the end of the period

It also includes some key statistics for the period:

* total return--the overall percentage return of the fund, assuming reinvestment
  of all distributions

* expense ratio--operating expenses as a percentage of average net assets

* net income ratio--net investment income as a percentage of average net assets

* portfolio turnover--the percentage of the portfolio that was replaced during
  the period

                                              See Notes to Financial Statements


34      1-800-345-2021


Intermediate-Term Bond--Financial Highlights
- --------------------------------------------------------------------------------
                                                                    (Continued)

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                                        Advisor Class
                                                     1998           1997(1)
PER-SHARE DATA
Net Asset Value, Beginning of Period ........     $   10.07       $    9.96
                                                  ---------       ---------
Income From Investment Operations
  Net Investment Income .....................          0.56            0.12
  Net Realized and Unrealized Gain
  on Investment Transactions ................          0.17            0.11
                                                  ---------       ---------
  Total From Investment Operations ..........          0.73            0.23
                                                  ---------       ---------
Distributions
  From Net Investment Income ................         (0.56)          (0.12)
                                                  ---------       ---------
Net Asset Value, End of Period ..............     $   10.24       $   10.07
                                                  =========       =========
  Total Return(2) ...........................          7.44%           2.33%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
  to Average Net Assets .....................          1.00%           1.00%(3)
Ratio of Net Investment Income
  to Average Net Assets .....................          5.48%           6.05%(3)
Portfolio Turnover Rate .....................            89%             99%
Net Assets, End of Period
  (in thousands) ............................     $   3,150       $   2,017


(1) August 14, 1997 (commencement of sale) through October 31, 1997.

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

(3) Annualized.

See Notes to Financial Statements


                                                 www.americancentury.com      35


Benham Bond--Financial Highlights
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                     FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31

                                                                        Investor Class
                                              1998            1997            1996           1995            1994
PER-SHARE DATA
<S>                                      <C>             <C>             <C>             <C>             <C>        
Net Asset Value, Beginning of Year ...   $      9.73     $      9.63     $      9.78     $      8.91     $     10.21
                                         -----------     -----------     -----------     -----------     -----------
Income From Investment Operations
  Net Investment Income ..............          0.57            0.60            0.60            0.61            0.58
  Net Realized and Unrealized
  Gain (Loss) on Investment
  Transactions .......................          0.07            0.19           (0.14)           0.87           (1.12)
                                         -----------     -----------     -----------     -----------     -----------
  Total From Investment Operations ...          0.64            0.79            0.46            1.48           (0.54)
                                         -----------     -----------     -----------     -----------     -----------
Distributions
  From Net Investment Income .........         (0.57)          (0.60)          (0.60)          (0.61)          (0.58)
  From Net Realized Gains on
  Investment Transactions ............         (0.03)          (0.09)          (0.01)           --             (0.18)
                                         -----------     -----------     -----------     -----------     -----------
  Total Distributions ................         (0.60)          (0.69)          (0.61)          (0.61)          (0.76)
                                         -----------     -----------     -----------     -----------     -----------
Net Asset Value, End of Year .........   $      9.77     $      9.73     $      9.63     $      9.78     $      8.91
                                         ===========     ===========     ===========     ===========     ===========
  Total Return(1) ....................          6.79%           8.57%           4.91%          17.16%          (5.47%)

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
  to Average Net Assets ..............          0.80%           0.80%           0.79%           0.78%           0.88%
Ratio of Net Investment Income
  to Average Net Assets ..............          5.87%           6.25%           6.18%           6.53%           6.07%
Portfolio Turnover Rate ..............            66%             52%            100%            105%             78%
Net Assets, End of Year
  (in thousands) .....................   $   145,496     $   126,580     $   142,567     $   149,223     $   121,012
</TABLE>

(1)  Total  return   assumes   reinvestment   of  dividends  and  capital  gains
     distributions, if any.

- --------------------------------------------------------------------------------
UNDERSTANDING THE FINANCIAL HIGHLIGHTS--These  statements itemize current period
activity and  statistics  and provide  comparison  data for the last five fiscal
years (or less, if the class is not five years old).

On a per-share basis, it includes:

* share price at the beginning of the period

* investment income and capital gains or losses

* income and capital gains distributions paid to shareholders

* share price at the end of the period

It also includes some key statistics for the period:

* total return--the overall percentage return of the fund, assuming reinvestment
  of all distributions

* expense ratio--operating expenses as a percentage of average net assets

* net income ratio--net investment income as a percentage of average net assets

* portfolio turnover--the percentage of the portfolio that was replaced during
  the period

                                              See Notes to Financial Statements


36      1-800-345-2021


Benham Bond--Financial Highlights
- --------------------------------------------------------------------------------
                                                                    (Continued)

FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                                        Advisor Class
                                                     1998           1997(1)
PER-SHARE DATA
Net Asset Value, Beginning of Period ........     $    9.73        $    9.55
                                                  ---------        ---------
Income From Investment Operations
  Net Investment Income .....................          0.55             0.13
  Net Realized and Unrealized Gain
  on Investment Transactions ................          0.07             0.18
                                                  ---------        ---------
  Total From Investment Operations ..........          0.62             0.31
                                                  ---------        ---------
Distributions
  From Net Investment Income ................         (0.55)           (0.13)
  From Net Realized Gains on
  Investment Transactions ...................         (0.03)            --
                                                  ---------        ---------
  Total Distributions .......................         (0.58)           (0.13)
                                                  ---------        ---------
Net Asset Value, End of Period ..............     $    9.77        $    9.73
                                                  =========        =========
  Total Return(2) ...........................          6.52%            3.27%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
  to Average Net Assets .....................          1.05%            1.05%(3)
Ratio of Net Investment Income
  to Average Net Assets .....................          5.62%            5.92%(3)
Portfolio Turnover Rate .....................            66%              52%
Net Assets, End of Period
  (in thousands) ............................     $   2,141        $     462

(1) August 8, 1997 (commencement of sale) through October 31, 1997.

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

(3) Annualized.

See Notes to Financial Statements


                                                 www.americancentury.com      37


Independent Auditors' Report
- --------------------------------------------------------------------------------

The Board of Directors and Shareholders,
American Century Mutual Funds, Inc:

We have audited the accompanying statements of assets and liabilities, including
the schedules of investments,  of American  Century - Benham  Limited-Term  Bond
Fund, American Century - Benham Intermediate-Term Bond Fund and American Century
- - Benham Bond Fund  (collectively  the "Funds"),  three of the funds  comprising
American  Century  Mutual Funds,  Inc., as of October 31, 1998,  and the related
statements of  operations  for the year then ended and changes in net assets for
each  of the  years  in the  two-year  period  then  ended,  and  the  financial
highlights  for each of the periods in the  five-year  period then ended.  These
financial  statements and the financial highlights are the responsibility of the
Funds'  management.  Our  responsibility  is to  express  an  opinion  on  these
financial statements and the financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned at October
31,  1998 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  such  financial  statements  and financial  highlights  present
fairly, in all material respects,  the financial positions of American Century -
Benham Limited-Term Bond Fund, American Century - Benham  Intermediate-Term Bond
Fund and American Century - Benham Bond Fund as of October 31, 1998, the results
of  their  operations,  the  changes  in their  net  assets,  and the  financial
highlights  for the  respective  stated  periods in  conformity  with  generally
accepted accounting principles.


Deloitte & Touche LLP
Kansas City, Missouri
December 8, 1998


38      1-800-345-2021


Share Class and Retirement Account Information
- --------------------------------------------------------------------------------

SHARE CLASSES

     American Century offers two classes of shares for Limited-Term Bond,
Intermediate-Term Bond, and Benham Bond: the Investor Class and the Advisor
Class.

      INVESTOR CLASS  shareholders  do not pay any commissions or other fees for
purchase  of fund shares  directly  from  American  Century.  Investors  who buy
Investor  Class  shares  through  a  broker-dealer  may be  required  to pay the
broker-dealer a transaction fee. THE PRICE AND PERFORMANCE OF THE INVESTOR CLASS
SHARES ARE LISTED IN NEWSPAPERS. NO OTHER CLASS IS CURRENTLY LISTED.

     ADVISOR  CLASS shares are sold  through  banks,  broker-dealers,  insurance
companies,  and financial advisors.  Advisor Class shares are subject to a 0.50%
Rule 12b-1  service and  distribution  fee. Half of that fee is available to pay
for recordkeeping and administrative  services, and half is available to pay for
distribution  services provided by the financial  intermediary through which the
Advisor Class shares are purchased. The total expense ratio of the Advisor Class
is 0.25% higher than the total expense ratio of the Investor Class.

     Both  classes  of shares  represent  a pro rata  interest  in the funds and
generally have the same rights and preferences.

RETIREMENT ACCOUNT INFORMATION

     As required by law, any  distributions  you receive from an IRA and certain
403(b)  distributions [not eligible for rollover to an IRA or to another 403(b)]
are subject to federal  income tax  withholding  at the rate of 10% of the total
amount withdrawn,  unless you elect not to have withholding  apply. If you don't
want us to withhold on this amount, you may send us a written notice not to have
the federal  income tax  withheld.  Your written  notice is valid for six months
from the date of receipt at American Century.  Even if you plan to roll over the
amount you withdraw to another tax-deferred  account, the withholding rate still
applies to the withdrawn  amount unless we have received a written notice not to
withhold federal income tax within six months prior to the withdrawal.

     When you plan to withdraw,  you may make your  election by  completing  our
Exchange/Redemption  form or an IRS Form W-4P. Call American  Century for either
form.  Your  written  election  is valid  for only six  months  from the date of
receipt at American Century. You may revoke your election at any time by sending
a written notice to us.

     Remember, even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable  portion of your  withdrawal.  If you elect
not to have income tax  withheld or you don't have enough  income tax  withheld,
you may be  responsible  for payment of estimated  tax. You may incur  penalties
under the estimated tax rules if your withholding and estimated tax payments are
not sufficient.


                                                 www.americancentury.com      39


Background Information
- --------------------------------------------------------------------------------

INVESTMENT PHILOSOPHY AND POLICIES

     The Benham Group offers 38  fixed-income  funds,  ranging from money market
funds to long-term bond funds and including  both taxable and tax-exempt  funds.
Each fund is  managed  to  provide  a "pure  play" on a  specific  sector of the
fixed-income market. To ensure adherence to this principle,  the basic structure
of each fund's  portfolio  is tied to a specific  market  index.  Fund  managers
attempt  to add  value by making  modest  portfolio  adjustments  based on their
analysis of  prevailing  market  conditions.  Investment  decisions  are made by
management teams, which meet regularly to discuss market analysis and investment
strategies.

     In addition to these principles, each fund has its own investment policies:

     LIMITED-TERM  BOND  seeks to  provide  interest  income by  investing  in a
diversified portfolio of fixed-income securities.  The fund maintains a weighted
average maturity of five years or less.

     INTERMEDIATE-TERM  BOND seeks to provide  interest income by investing in a
diversified portfolio of fixed-income securities.  The fund maintains a weighted
average maturity of 3-10 years.

     BENHAM BOND seeks to provide  interest income by investing in a diversified
portfolio of fixed-income securities.  The fund has no weighted average maturity
limitations,  but the fund  typically  invests in  intermediate-  and  long-term
bonds.

COMPARATIVE INDICES

     The indices listed are used in the report for fund performance comparisons.
They are not investment products available for purchase.

     The  MERRILL  LYNCH  1- TO  5-YEAR  GOVERNMENT/CORPORATE  INDEX is an index
composed  of  corporate   and  Treasury   debt  with  an  overall   maturity  of
approximately  three years.  The index consists of  approximately  24% corporate
debt and 76% government  debt. The corporate debt issues are rated BBB or better
by Standard & Poor's.

     The LEHMAN  INTERMEDIATE  GOVERNMENT/CORPORATE  INDEX  includes  the Lehman
Government Index and the Lehman Intermediate Corporate Bond Index, which reflect
the price  fluctuations  of U.S.  Treasury  and  government  agency  securities,
corporate bonds, and Yankee bonds with maturities of 1-10 years.

     The   LEHMAN   AGGREGATE   BOND   INDEX   is   composed   of   the   Lehman
Government/Corporate  Index and the Lehman Mortgage-Backed  Securities Index. It
reflects the price fluctuations of Treasury  securities,  U.S. government agency
securities, corporate bond issues, and mortgage-backed securities.

LIPPER RANKINGS

     LIPPER INC. is an independent mutual fund ranking service that groups funds
according to their investment objectives. Rankings are based on average annual
returns for each fund in a given category for the periods indicated. Rankings
are not included for periods less than one year.

     The Lipper categories for the funds are:

     SHORT   INVESTMENT-GRADE   DEBT  FUNDS   (Limited-Term   Bond)--funds  with
dollar-weighted  average  maturities  of five years or less that invest at least
65% of their assets in investment-grade debt.

     INTERMEDIATE  INVESTMENT-GRADE DEBT FUNDS (Intermediate-Term  Bond)-- funds
with  dollar-weighted  average maturities of 5-10 years that invest at least 65%
of their assets in investment-grade debt.

     A-RATED CORPORATE DEBT FUNDS (Benham  Bond)--funds that invest at least 65%
of their assets in government issues or corporate debt issues rated A or better

[left margin]

INVESTMENT TEAM LEADERS
  PORTFOLIO MANAGERS
     BUD HOOPS
     JEFF HOUSTON
  CREDIT RESEARCH MANAGER
     GREG AFIESH

CREDIT RATING GUIDELINES

     CREDIT  RATINGS  ARE  ISSUED  BY  INDEPENDENT  RESEARCH  COMPANIES  SUCH AS
STANDARD  & POOR'S  AND  MOODY'S.  RATINGS  ARE BASED ON AN  ISSUER'S  FINANCIAL
STRENGTH AND ABILITY TO PAY INTEREST AND PRINCIPAL IN A TIMELY MANNER.

     SECURITIES  RATED  AAA,  AA,  A, OR BBB ARE  CONSIDERED  "INVESTMENT-GRADE"
SECURITIES,  WHICH MEANS THEY ARE RELATIVELY SAFE FROM DEFAULT. SECURITIES RATED
BB OR BELOW ARE CONSIDERED TO HAVE MORE SPECULATIVE CHARACTERISTICS.

     IT'S IMPORTANT TO NOTE THAT CREDIT RATINGS ARE  SUBJECTIVE,  REFLECTING THE
OPINIONS OF THE RATING AGENCIES; THEY ARE NOT ABSOLUTE STANDARDS OF QUALITY.


40      1-800-345-2021


Glossary
- --------------------------------------------------------------------------------

RETURNS

* TOTAL  RETURN  figures  show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

* AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For  fiscal  year-by-year  returns,  please  refer  to the  "Financial
Highlights" on pages 32-37.

YIELDS

* 30-DAY SEC YIELD  represents net  investment  income earned by the fund over a
30-day period,  expressed as an annual percentage rate based on the fund's share
price at the end of the 30-day  period.  The SEC yield  should be regarded as an
estimate  of the  fund's  rate of  investment  income,  and it may not equal the
fund's  actual  income  distribution  rate,  the income paid to a  shareholder's
account, or the income reported in the fund's financial statements.

PORTFOLIO STATISTICS

* NUMBER OF SECURITIES--the  number of different  securities held by a fund on a
given date.

*  WEIGHTED  AVERAGE   MATURITY   (WAM)--a  measure  of  the  sensitivity  of  a
fixed-income  portfolio to interest rate changes. WAM indicates the average time
until the securities in the portfolio  mature,  weighted by dollar  amount.  The
longer the WAM, the more interest rate  exposure and  sensitivity  the portfolio
has.

*  AVERAGE  DURATION--another  measure  of  the  sensitivity  of a  fixed-income
portfolio to interest rate changes.  Duration is a time-weighted  average of the
interest  and  principal  payments  of the  securities  in a  portfolio.  As the
duration  of a portfolio  increases,  so does the impact of a change in interest
rates on the value of the portfolio.

* EXPENSE RATIO--the  operating expenses of the fund,  expressed as a percentage
of average net assets.  Shareholders pay an annual fee to the investment manager
for  investment  advisory  and  management  services.  The expenses and fees are
deducted from fund income, not from each shareholder account. (See Note 2 in the
Notes to Financial Statements.)

TYPES OF FIXED-INCOME SECURITIES

* ASSET-BACKED SECURITIES--debt securities that represent ownership in a pool of
receivables, such as credit-card debt, auto loans, and commercial mortgages.

* CORPORATE  BONDS--debt  securities  or  instruments  issued by  companies  and
corporations. Short-term corporate securities are typically issued to raise cash
and  cover  current  expenses  in  anticipation  of future  revenues;  long-term
corporate  securities are issued to finance  capital  expenditures,  such as new
plant construction or equipment purchases.

* MORTGAGE-BACKED  SECURITIES--debt securities that represent ownership in pools
of  mortgage   loans.   Most   mortgage-backed   securities  are  structured  as
"pass-throughs"--the monthly payments of principal and interest on the mortgages
in the pool are  collected by the bank that is servicing  the  mortgages and are
"passed through" to investors.  While the payments of principal and interest are
considered  secure (many are backed by government agency  guarantees),  the cash
flow is less certain than in other fixed-income investments.  Mortgages that are
paid off early reduce future interest payments from the pool.

* U.S.  TREASURY  SECURITIES--debt  securities  issued by the U.S.  Treasury and
backed by the direct  "full  faith and  credit"  pledge of the U.S.  government.
Treasury  securities  include  bills  (maturing  in one  year  or  less),  notes
(maturing in two to 10 years), and bonds (maturing in more than 10 years).


                                                 www.americancentury.com      41


Notes
- --------------------------------------------------------------------------------


42      1-800-345-2021

Notes
- --------------------------------------------------------------------------------


                                                 www.americancentury.com      43


Notes
- --------------------------------------------------------------------------------


44      1-800-345-2021

[inside back cover]

American Century Funds

Benham Group(reg.sm)
TAXABLE BOND FUNDS
U.S. Treasury & Government
   Short-Term Treasury
   Short-Term Government
   GNMA
   Intermediate-Term Treasury
   Long-Term Treasury
   Inflation-Adjusted Treasury
   Target Maturities Trust: 2000
   Target Maturities Trust: 2005
   Target Maturities Trust: 2010
   Target Maturities Trust: 2015
   Target Maturities Trust: 2020
   Target Maturities Trust: 2025
Corporate & Diversified
   Limited-Term Bond
   Intermediate-Term Bond
   Bond
   Premium Bond
   High-Yield Bond
International
   International Bond

TAX-FREE & MUNICIPAL BOND FUNDS
Multiple-State
   Limited-Term Tax-Free
   Intermediate-Term Tax-Free
   Long-Term Tax-Free
   High-Yield Municipal
Single-State
   Arizona Intermediate-Term Municipal
   California High-Yield Municipal
   California Insured Tax-Free
   California Intermediate-Term Tax-Free
   California Limited-Term Tax-Free
   California Long-Term Tax-Free
   Florida Intermediate-Term Municipal

MONEY MARKET FUNDS
Taxable
   Capital Preservation
   Government Agency Money Market
   Premium Capital Reserve
   Premium Government Reserve
   Prime Money Market
Tax-Free & Municipal
   California Municipal Money Market
   California Tax-Free Money Market
   Florida Municipal Money Market
   Tax-Free Money Market

AMERICAN CENTURY[reg.sm] GROUP
Asset Allocation Funds
   Strategic Allocation: Conservative
   Strategic Allocation: Moderate
   Strategic Allocation: Aggressive
Balanced Fund
   Balanced
Conservative Equity Funds
   Income and Growth
   Equity Income
   Value
   Equity Growth
Specialty Funds
   Utilities
   Real Estate
   Global Natural Resources
   Global Gold
Small Cap Funds
   Small Cap Quantitative
   Small Cap Value

TWENTIETH CENTURY GROUP
Growth Funds
   Select
   Heritage
   Growth
   Ultra
Aggressive Growth Funds
   Vista
   Giftrust
   New Opportunities
International Growth Funds
   International Growth
   International Discovery
   Emerging Markets

GLOBAL
   Global Growth


Please call for a prospectus  or profile on any  American  Century  fund.  These
documents contain important information including charges and expenses,  and you
should read them carefully before you invest or send money.


[right margin]

[american century logo(reg.sm)]
American
Century

P.O. BOX 419200
KANSAS CITY, MISSOURI
64141-6200

INVESTOR SERVICES:
1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE:
1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:
1-800-634-4113 OR 816-444-3485

FAX: 816-340-7962

INTERNET: WWW.AMERICANCENTURY.COM


AMERICAN CENTURY MUTUAL FUNDS, INC.


INVESTMENT MANAGER
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
KANSAS CITY, MISSOURI

THIS  REPORT AND THE  STATEMENTS  IT  CONTAINS  ARE  SUBMITTED  FOR THE  GENERAL
INFORMATION OF OUR  SHAREHOLDERS.  THE REPORT IS NOT AUTHORIZED FOR DISTRIBUTION
TO  PROSPECTIVE  INVESTORS  UNLESS  PRECEDED  OR  ACCOMPANIED  BY  AN  EFFECTIVE
PROSPECTUS.

(c) 1998 AMERICAN CENTURY SERVICES CORPORATION
FUNDS DISTRIBUTOR, INC.


[recycled logo]
Recycled


[back cover]


American Century Investments                                     BULK RATE
P.O. Box 419200                                              U.S. POSTAGE PAID
Kansas City, MO 64141-6200                                   AMERICAN CENTURY
www.americancentury.com                                          COMPANIES



9812                              (c)1998 American Century Services Corporation
SH-BKT-14771                                            Funds Distributor, Inc.
<PAGE>
[front cover]
                                                             OCTOBER 31, 1998

ANNUAL REPORT
- -----------------
AMERICAN CENTURY

   [graphic of globe, U.S. Currency, and money managers overlooking monitors]

TWENTIETH CENTURY GROUP
- -----------------------
NEW OPPORTUNITIES

                                                 [american century logo(reg.sm)]
                                                                        American
                                                                         Century
[inside front cover]

AMERICAN CENTURY BROKERAGE
- --------------------------------------------------------------------------------

We're  pleased to introduce  American  Century's new  brokerage  service,  which
offers a wide range of investment options and features:

    o FundChoice  Service--Invest  in over 8,000  no-load and load mutual  funds
      from hundreds of different fund companies, many with no transaction fees

    o Buy individual stocks and bonds

    o 24-hour  Internet  and  automated  phone  trades are just $24.95 for up to
      1,000 shares of stock, and 2 cents per share thereafter

    o Strong research capability
        * Build and track model portfolios
        * Get news, quotes and charts
        * Check free Standard & Poor's stock reports
        * Access Wall Street on Demand(tm), a research service with over 500,000
        reports on industry trends, corporate earnings, and mutual fund analysis

    o Track your brokerage account on one easy-to-read statement

    o Unlimited  check writing and a Gold  MasterCard(reg.tm)  ATM/debit card an
      American Century Brokerage Access AccountSM (minimum $10,000)

To talk with a Brokerage Associate, call 1-888-345-2071.

WHAT'S NEW . . .

               We now have FOUR-PAGE PROFILES of many of our funds. The profiles
           follow a standard  SEC format and allow  investors  to compare  funds
           easily.  You can  request  a  profile  or the full  prospectus.  Full
           prospectuses  contain more  detailed  fund  information  and you will
           continue to receive one after investing.

               In 1999, we will roll out SIMPLIFIED  PROSPECTUSES that highlight
           important  information about our funds,  including fees and expenses.
           More   technical   data  will  be  in  the  Statement  of  Additional
           Information.

On the Cover:

Kevin  Lewis  and  Cindy  Brown  are part of the  investment  group at  American
Century.

[left margin]

TWENTIETH CENTURY GROUP
NEW OPPORTUNITIES
(TWNOX)




Our Message to You
- --------------------------------------------------------------------------------

[photo James E. Stower III and James E. Stowers, Jr.]
James E. Stowers III, seated, with James E. Stowers, Jr.

   This report  covers an  investment  year filled  with sharp  contrasts.  Many
popular  market  averages  set  records  early in the year,  lifted by a healthy
economy,   low  inflation,   and  widespread   market  optimism,   then  tumbled
dramatically as the outlook for the U.S.  economy and corporate  earnings turned
pessimistic,  almost  overnight.  The mood  swing in  market  psychology  seemed
especially  sharp  after the gains of the last  several  years--gains  that were
interrupted by relatively few, and very shallow, downdrafts.

   Often forgotten in the earlier,  heady  atmosphere,  was the wide performance
disparity at work in the market.  For the year,  large stocks  outperformed  the
small stocks by a significant  margin. That margin widened in the second half of
the year, when small caps dropped sharply in the face of uncertainty over global
economic conditions and the strength of the U.S. economy.

   Given the gains of the last several years, and the low market volatility,  it
is understandable that many investors--especially those who are new to the stock
market--might  find the broad  market  price  swings  we've seen in 1998  fairly
stressful.  In our experience,  these swings are an inevitable,  even necessary,
part of the investment  process.  They often set the stage for further  advances
- --which, in fact, we saw in November.  But whatever the market's  direction,  it
does not pay to get caught up in its  excesses,  whether  overly  optimistic  or
overly pessimistic.  If you have an investment plan, try to stay with it. If you
don't have a plan, this might be a good time to develop one.

   Turning to the  corporate  front,  it is our  pleasure to  announce  that Jim
Stowers III is now overseeing the management teams of our domestic growth funds:
Growth, Select, Ultra, Heritage, Vista, Giftrust, and New Opportunities.  In his
new role,  Jim will work  directly  with the  equity  teams  that run the funds'
day-to-day operations.  This change is yet another important step in our ongoing
effort to bring our funds' performance up to shareholders' expectations.

   In addition to his new duties,  Jim will continue to head the Ultra portfolio
team and will remain American Century's Chief Executive Officer.

   We appreciate your investment with American Century.

Sincerely,
/s/James E. Stowers, Jr.                 /s/James E. Stowers III
James E. Stowers, Jr.                    James E. Stowers III
Chairman of the Board and Founder        Chief Executive Officer

           TABLE OF CONTENTS

Report Highlights .........................................................    2
Market Perspective ........................................................    3

NEW OPPORTUNITIES
Performance Information ...................................................    5
Management Q & A ..........................................................    6
Portfolio at a Glance .....................................................    6
           Top Ten Holdings ...............................................    7
           Top Five Industries ............................................    7
           Types of Investments ...........................................    8
Schedule of Investments ...................................................    9
Statement of Assets and
           Liabilities ....................................................   11
Statement of Operations ...................................................   12
Statements of Changes
           in Net Assets ..................................................   13
Notes to Financial
           Statements .....................................................   14
Financial Highlights ......................................................   16

OTHER INFORMATION
Independent Auditors'
   Report .................................................................   17
Retirement Account
           Information ....................................................   18
Background Information
Investment Philosophy
           and Policies ...................................................   19
Comparative Indices .......................................................   19
Portfolio Managers ........................................................   19
Glossary ..................................................................   20


                                           www.americancentury.com   1


Report Highlights
- --------------------------------------------------------------------------------

MARKET PERSPECTIVE

o    Although  stocks set records  during the first seven  months of the year, a
     sell-off began in early July and  accelerated  into October,  pulling small
     stocks lower.

o    Until July, the  outperformance  of a relatively  small number of large and
     midsize  stocks  masked  much  weaker  returns  in the  rest of the  equity
     universe.

o    Even with the  downturn  this year,  the  recession of  1990-1991,  and the
     favoritism shown the most popular large stocks,  small stocks have produced
     respectable  results  during the '90s.  The Russell  2000's  average annual
     return was 11.40% from January 1, 1990,  to October 31,  1998,  compared to
     its 20-year average of 14.40%.

o    In general,  U.S. business is productive and streamlined,  which bodes well
     for the  economy.  But we are  probably  in a more  moderate  phase  of the
     economic cycle--one marked by low inflation and global overcapacity.

o    We  believe  small  stocks  look  relatively  inexpensive.  Companies  with
     sustainable  revenue  and  earnings  growth  could  turn out to be  today's
     bargains and tomorrow's winners.

NEW OPPORTUNITIES

o    The environment for small stocks was very difficult throughout the year.

o    New  Opportunities'  performance was competitive.  Although returns were in
     negative  territory,  the fund beat its benchmark,  the Russell 2000 Growth
     Index.

o    The  fund's  competitive  performance  can  be  largely  attributed  to the
     eclectic nature of its portfolio. New Opportunities holds a number of small
     companies that are underfollowed by other investment analysts, which limits
     some  of  the  research  "noise"   associated  with  more  widely  followed
     companies.

o    Many  of the  fund's  better  individual  contributors  came  from  diverse
     industries,  including  pharmaceuticals,   semiconductors,   biotechnology,
     medical devices, and a video systems developer.

o    Technology,  communications,  and business  services also  displayed  solid
     earnings growth.

o    Energy, healthcare, and food companies were weak.

o    In  the  past,   small   stocks   have   snapped   back  from   periods  of
     underperformance.  We  believe  New  Opportunities  is  positioned  to take
     advantage of a recovery in the small-cap sector.

[LEFT MARGIN]

"WE BELIEVE SMALL STOCKS LOOK RELATIVELY INEXPENSIVE. COMPANIES WITH
SUSTAINABLE REVENUE AND EARNINGS GROWTH COULD TURN OUT TO BE TODAY'S BARGAINS
AND TOMORROW'S WINNERS."

        NEW OPPORTUNITIES (TWNOX)
TOTAL RETURNS:              AS OF 10/31/98
    6 Months                  -20.76%*
    1 Year                    -10.17%
NET ASSETs:                $213.5 million
INCEPTION DATE:                12/26/96

* Not annualized.

Investment terms are defined in the Glossary on page 20.


2      1-800-345-2021


Market Perspective from Robert C. Puff, Jr.
- --------------------------------------------------------------------------------

[photo Robert C. Puff, Jr.]
Robert C. Puff, Jr., chief investment officer of American Century Investment
Management

MARKET PSYCHOLOGY:  THE RETURN OF FEAR

   Sometimes a little pain can go a long way.  This was  certainly the case over
the final four months of our fiscal year (July-October)--a period that marked an
abrupt change in market psychology. Financial markets are motivated by greed and
fear, and during the '90s, greed has enjoyed a long run. In mid-July,  after the
S&P 500 peaked,  fear returned to the stock  market.  Its entrance was dramatic,
but not terribly surprising. Market declines are a normal part of the investment
process.  Although they have been notably absent in the 1990s,  in prior decades
moderate  corrections  of  10%  happened  about  once  a year  and  more  severe
corrections  of up to 15% occurred  about once every two years.  A correction in
the 20% range occurred roughly every three to four years. On a historical basis,
a correction was overdue.

   The decline in the S&P 500  accelerated  into early October,  propelled by an
increasingly  restrained  outlook for  corporate  earnings,  apprehension  about
further economic and political  deterioration in Southeast Asia and Russia,  and
stubbornly elevated short-term interest rates in the United States. Serious talk
of a U.S. recession also surfaced.

   Money that had been  earmarked  for the stock  market  instead  sought a safe
haven in U.S.  Treasurys  and a few popular  megastocks.  Banks pulled back from
lending,  and  professional  investors  were shaken by the  problems at a large,
well-known  hedge fund.  While many of the pros panicked,  individual  investors
generally stayed the course and used the decline as a buying opportunity.

ONCE AGAIN, SIZE MATTERED

   August  saw a sharp  decline  of  14.56%  in the S&P  500  Index.  Especially
disturbing,  at  least  psychologically,  was the  sell-off  in the  handful  of
blue-chip stocks that had accounted for much of the S&P 500's performance during
the last several years. In general,  the returns of larger stocks have been very
impressive  compared  with small and midsize  stocks.  From January 1994 through
October 1998,  large stocks  outperformed  smaller  stocks 14 out of 19 calendar
quarters.  However,  closer analysis  revealed that the strong  performance of a
relatively  limited number of blue-chip and midsize  companies  masked the price
deterioration  of the vast majority of the other 9,000 stocks traded in the U.S.
For example,  through  September  30 of this year,  fewer than 20 of the largest
stocks in the S&P 500 Index  were  responsible  for almost  100% of the  index's
performance.  Most stocks were  correcting  well before the decline in the major
market indices began.

A GOOD PLACE TO WORK AND INVEST

   Still, as the chart on page 4 illustrates, U.S. stock returns since 1990 have
been  robust,  even with the  recession  of  1990-1991  and this  year's  market
decline.  The Russell  2000's  average  annual  return from January 1, 1990,  to
October 31, 1998, was a respectable 11.40%.  However, this was below the index's
20-year average of 14.40%.  Large stocks posted the most impressive gains during
the decade.

[RIGHT MARGIN]

". . . THROUGH SEPTEMBER 30 OF THIS YEAR, FEWER THAN 20 OF THE LARGEST STOCKS IN
THE S&P 500 INDEX WERE RESPONSIBLE FOR ALMOST 100% OF THE INDEX'S PERFORMANCE."

MARKET RETURNS
FOR THE YEAR ENDED OCTOBER 31, 1998
S&P 500             21.96%
S&P MIDCAP 400       6.71%
RUSSELL 2000       -11.84%

Source: Lipper Analytical Services, Inc.

These   indices    represent   the   performance   of   large-,    medium-   and
small-capitalization stocks.

[line chart - data below]

MARKET PERFORMANCE (GROWTH OF $1.00)
FOR THE YEAR ENDED OCTOBER 31, 1998

                   S&P 500       S&P Mid-Cap 400     Russell 2000
10/31/97           $1.00             $1.00             $1.00
11/30/97           $1.05             $1.01             $0.99
12/31/97           $1.06             $1.05             $1.01
1/31/98            $1.08             $1.03             $0.99
2/28/98            $1.15             $1.12             $1.07
3/31/98            $1.21             $1.17             $1.11
4/30/98            $1.23             $1.19             $1.12
5/31/98            $1.20             $1.14             $1.06
6/30/98            $1.25             $1.15             $1.06
7/31/98            $1.24             $1.10             $0.97
8/31/98            $1.06             $0.90             $0.79
9/30/98            $1.13             $0.98             $0.85
10/31/98           $1.22             $1.07             $0.88

Value as of 10/31/98:
S&P 500                   $1.22
S&P MidCap 400            $1.07
Russell 2000              $0.88


                                                 www.americancentury.com    3


Market Perspective from Robert C. Puff, Jr.
- --------------------------------------------------------------------------------
                                                                    (Continued)

     All things  considered,  the U.S.  is a pretty  good place to be. We have a
sound  economy,  a  stable  government,   a  generally   reasonable   regulatory
environment,  and a culture that values creativity and  entrepreneurialism.  The
recent national  elections  suggest that our political  attitudes remain solidly
practical and centrist. Our corporate sector is strong and relatively lean. Many
businesses   have   streamlined   operations  and  enhanced   productivity   via
increasingly powerful--and less expensive--technology.  Response time to changes
in economic  activity and product  demand is quite low.  Economist  Adam Smith's
"invisible hand" continues to be active in getting  businesses to prune,  manage
costs,  and move toward greater  efficiencies.  Overall,  it is a rich,  dynamic
process.

     The Federal  Reserve has done a good job, too. It has kept  interest  rates
stable,  but has been  reasonable  and flexible in its approach,  lowering rates
three  times this fall (its first such move since  1995) to help  stimulate  the
economy.

A DIFFERENT PHASE  OF GROWTH

     We are  probably now in a different,  more  moderate  phase of the economic
cycle.  There  is,  quite  frankly,   too  much  of  almost   everything--except
understanding.  As an example, the global production capacity for automobiles is
estimated to be roughly 28-29 million per year, or about 50% higher than demand.
Much the same is true for other key  commodities,  including  basic  foodstuffs,
steel,  petrochemicals,  and energy.  Overcapacity  and global  competition have
eliminated pricing flexibility from the marketplace, and have contributed to the
lowest  inflation  in more  than 30  years.  Lower  interest  rates may help the
situation,  but I doubt  they will have much  impact on demand,  at least  right
away. Lowering rates at this stage is, in effect, like pushing on a string. Many
consumers already have all they need; lower rates won't necessarily  induce them
to buy more.

     At some  point,  of  course,  overcapacity  will  dissipate  as many of the
world's economies begin to grow again. There are already signs, for example,  of
a more responsible  approach to the Japanese banking and economic crises. But in
the current environment,  deflation remains a threat, and countries -- including
our  own -- may be  tempted  to  fall  into  the  trap  of  protectionism.  U.S.
manufacturers  have already  petitioned for tariffs to counteract the dumping of
steel and wheat by foreign producers.  Trade with Asia is largely one-way: Ships
arrive full at our ports but travel  empty on the return  trip.  If growth slows
too much,  business will lose enthusiasm for new ventures,  and the economy will
contract.  That is the worst-case scenario,  but, in my view, it is not the most
likely.

SMALL STOCKS: GROWTH IS INEXPENSIVE

     We have been in a relatively  narrow market for the last few years.  Should
the market broaden, and reward stocks for their earnings strength and not simply
for their size, we believe the earnings acceleration discipline will do well. By
a number of measures,  including  price-earnings ratios, growth in the small-cap
sector is as inexpensive  (with but a few exceptions) as it has been in decades.
As always,  marginal  companies will continue to have problems.  However,  those
smaller  firms that have built solid  positions  in their  markets and have deep
enough  pockets  to get past the  rough  spots  could be  today's  bargains  and
tomorrow's winners.

[LEFT MARGIN]

"ALL THINGS CONSIDERED, THE U.S. IS A PRETTY GOOD PLACE TO BE. WE HAVE A SOUND
ECONOMY, A STABLE GOVERNMENT, A GENERALLY REASONABLE REGULATORY ENVIRONMENT, AND
A CULTURE THAT VALUES CREATIVITY AND ENTREPRENEURIALISM."

[line chart - data below]

MARKET PERFORMANCE (GROWTH OF $1.00)
FROM JANUARY 1, 1990 TO OCTOBER 31, 1998

                   S&P 500        S&P MidCap 400     Russell 2000
12/31/89            $1.00              $1.00              $1.00
12/31/90            $0.97              $0.95              $0.81
12/31/91            $1.26               $1.42             $1.18
12/31/92            $1.36              $1.59              $1.39
12/31/93            $1.50              $1.82              $1.66
12/31/94            $1.52              $1.75              $1.63
12/31/95            $2.08              $2.29              $2.09
12/31/96            $2.56              $2.73              $2.43
12/31/97            $3.41              $3.61              $2.98
YTD 1998            $3.91              $3.66              $2.59

Value as of 10/31/98:
S&P 500                   $3.91
S&P MidCap 400            $3.66
Russell 2000              $2.59

Source: Lipper Analytical Services, Inc.


4    1-800-345-2021


New Opportunities--Performance
- -----------------------------------------------------------------------------

TOTAL RETURNS AS OF OCTOBER 31, 1998
                               NEW OPPORTUNITIES   RUSSELL 2000 GROWTH
6 MONTHS(1)                         -20.76%             -23.47%
1 YEAR                              -10.17%             -15.86%
AVERAGE ANNUAL RETURNS
LIFE OF FUND(2)                     -2.52%           -1.48%(3)

(1)  Returns for periods less than one year are not annualized.

(2)  Inception was 12/26/96.

(3)  Return since 12/31/96, the date nearest the fund's inception for which data
     are available.

See pages 19 and 20 for  information  about the Russell  2000  Growth  Index and
returns.

[mountain chart - data below]

PERFORMANCE OF $10,000 OVER LIFE OF FUND

               New Opportunities        Russell 2000 Growth Index
12/31/96               $10,000                 $10,000
1/31/97                $9,745                  $10,250
2/28/97                $8,763                  $9,631
3/31/97                $7,957                  $8,951
4/30/97                $7,860                  $8,847
5/31/97                $9,294                  $10,177
6/30/97                $9,962                  $10,522
7/31/97                $10,847                 $11,061
8/31/97                $10,945                 $11,392
9/30/97                $11,712                 $12,301
10/31/97               $10,434                 $11,562
11/30/97               $10,060                 $11,287
12/31/97               $10,316                 $11,294
1/31/98                $10,001                 $11,144
2/28/98                $10,826                 $12,128
3/31/98                $11,455                 $12,636
4/30/98                $11,829                 $12,713
5/31/98                $11,043                 $11,789
6/30/98                $11,633                 $11,909
7/31/98                $11,024                 $10,914
8/31/98                $8,784                   $8,395
9/30/98                $9,117                   $9,247
10/31/98               $9,371                   $9,729

Value on 10/31/98
Russell 200 Growth      $9,729
New Opportunities       $9,371


The chart at left  shows the  performance  of a $10,000  investment  in the fund
since 12/31/96 while the chart below shows the fund's year-by-year  performance.
The Russell 2000 Growth Index is provided for comparison.  Past performance does
not  guarantee  future  results.  Investment  return  and  principal  value will
fluctuate,  and redemption value may be more or less than the original cost. New
Opportunities'  total returns  include  operating  expenses (such as transaction
costs and management  fees) that reduce returns,  while the total returns of the
Russell 2000 Growth Index do not.

[bar chart - data below]

ONE-YEAR RETURNS OVER LIFE OF FUND (PERIODS ENDED OCTOBER 31)

                             10/97          10/98
New Opportunities            6.20%         -10.17%
Russell 2000 Growth Index    15.64%        -15.86%


                                                  www.americancentury.com    5


New Opportunities--Q&A
- --------------------------------------------------------------------------------

[photo Chris Boyd and John Seitzer]

Chris  Boyd  and  John  Seitzer,  portfolio  managers  on the New  Opportunities
investment team.

An interview  with Chris Boyd and John  Seitzer,  portfolio  managers on the New
Opportunities investment team.

WHAT WAS NEW OPPORTUNITIES' RETURN FOR ITS FISCAL YEAR ENDED OCTOBER 31, 1998?

     New  Opportunities  was down 10.17%.  Its benchmark index, the Russell 2000
Growth, which is made up of small growth stocks, lost 15.86% for the year. While
no one  likes to post  negative  returns,  this has been a very  tough  year for
small-capitalization  stocks,  and relative to its benchmark,  New Opportunities
performed reasonably well.

WHAT WERE THE PRIMARY REASONS SMALLER STOCKS STRUGGLED THIS YEAR?

     As we mentioned in the semiannual report, the economic turmoil in Southeast
Asia hurt profits and revenues in many industries. When the Asian "flu" began to
spread around the world, there was talk of a recession in the U.S.,  accompanied
by an intense search for safe havens, such as U.S. Treasury bonds and the bluest
of blue-chip stocks.  The general atmosphere was extremely  risk-averse.  Large,
blue-chip stocks had performed well into mid-July,  but small and midsize stocks
were already in a bear market. They didn't rally until early October,  after the
Federal Reserve had lowered interest rates and talk of a recession  receded.  It
was a tough  environment.  Companies  whose results fell short of  expectations,
even slightly,  were severely  punished.  Prices dropped 30-50% --or  more--very
quickly.  The lack of liquidity (or  tradability) in the small stock sector only
compounded  the  problem.  When stocks sold off,  buyers  pulled back and prices
didn't stabilize until much lower levels. It was one of the most turbulent times
we've seen.

WHAT ARE SOME OF THE OTHER FACTORS THAT INFLUENCED RETURNS?

     We believe the  portfolio's  eclectic nature was one reason we outperformed
the index.  Our  approach is to look for revenue and  earnings  acceleration  in
companies that tend to be less closely  followed by other  investment  analysts,
which  limits  some of the "noise"  associated  with  companies  that are widely
followed.  If analysts make a false  assumption  about a company,  investors may
overreact if events vary from the "story line." When that happens, stocks can go
into a  tailspin,  and many did this year.  The  companies  we tend to favor are
sometimes quite small, and some are in the first phase of growth.  They are pure
accelerators,  because they are starting  from the business  equivalent of zero.
That's a very exciting time. We've also diversified the portfolio by owning more
companies than in the past.

CAN YOU DESCRIBE YOUR INVESTMENT APPROACH IN MORE DETAIL?

     Yes.  Accelerating revenues and earnings are the foundation of the process,
and we look for those  features  in a wide range of sectors and  industries.  In
some industries, the absolute growth may be somewhat low, but the rate of growth
is accelerating and appears to be more  sustainable.  In other words,  we're not
just purchasing companies that are growing, say, 50%


[LEFT MARGIN]

"LARGE, BLUE-CHIP STOCKS HAD PERFORMED WELL INTO MID-JULY, BUT SMALL AND MIDSIZE
STOCKS WERE  ALREADY IN A BEAR MARKET.  THEY DIDN'T  RALLY UNTIL EARLY  OCTOBER,
AFTER THE FEDERAL  RESERVE HAD  LOWERED  INTEREST  RATES AND TALK OF A RECESSION
RECEDED."

PORTFOLIO AT A GLANCE
                         10/31/98          10/31/97
NO. OF COMPANIES            95                 64
MEDIAN P/E RATIO           23.7               28.5
MEDIAN MARKET              $446               $398
  CAPITALIZATION          MILLION            MILLION
PORTFOLIO TURNOVER         147%              118%(1)
EXPENSE RATIO              1.50%            1.49%(2)

(1) For the period from 12/26/96 to 10/31/97.

(2) Annualized

Investment terms are defined in the Glossary on page 20.


6    1-800-345-2021


New Opportunities--Q&A
- ------------------------------------------------------------------------------
                                                                    (Continued)

a year. We're also trying to find companies with an expanding growth rate, i.e.,
15% one quarter,  20% the next, and so on. Oftentimes,  these are companies with
earnings  potential  that hasn't been fully  recognized by the market and we can
get positions in the stock more easily before they appreciate in price.

YOU SAID THE PORTFOLIO WAS ECLECTIC. WERE THERE ANY UNIFYING THEMES OR IDEAS?

     Yes,   there  were  a  few.  We  found   earnings   growth  in  technology,
communications, business services, and medical and drug companies.

     Three of the new top ten holdings are in the medical and drug area.  CONMED
manufactures  and markets  medical  products.  PathoGenesis is a biotech company
with a  promising  new  drug to  treat  cystic  fibrosis.  Barr  Labs  develops,
manufactures,  and markets a  broad-based  portfolio of generic and  proprietary
prescription drugs.

     As for business services,  many companies continue to look for outside help
in solving problems beyond their core business,  and we don't believe that trend
is going to change any time soon.  Using  outside  vendors  allows  companies to
focus on what they do best; it provides scalability--projects can be expanded or
reined in quickly.  It also enhances  flexibility;  resources can be deployed or
reallocated more efficiently.

     Technology  and  communications  are now  virtually  the  lifeblood of many
businesses.  They allow  operations to run more  efficiently,  at  significantly
lower  cost.  The  same  trend we see in our home  computers--more  and  cheaper
processing  and power leading to expanding  applications--applies  to commercial
technology.

WHICH STOCKS CONTRIBUTED TO RETURNS THIS YEAR?

     They  were a diverse  group,  and many were  among  our  larger  positions.
Roberts  Pharmaceutical  and Pinnacle  Systems were top  contributors.  Pinnacle
develops  video editing  systems that allow special  computerized  effects to be
inserted into video streams.  New products,  markets,  and  applications  helped
drive  earnings.  Roberts  Pharmaceutical  has done a good job of  building  its
product pipeline by developing its own drugs and by acquiring existing drugs for
its sales force to market. Other positive performers include Agribiotech,  which
researches and genetically  breeds lawn turf and grass seeds, and Spine-Tech,  a
manufacturer of spinal cages--metal  columns that are inserted between vertebrae
when a disc is removed.  Vitesse  Semiconductor  also  performed  well.  Vitesse
produces  specialized  computer  chips  for  the  industrial,   automotive,  and
telecommunications  markets.  The stock bounced back after declining in the wake
of the Asian crisis.

WHICH THEMES DIDN'T WORK OUT AS YOU EXPECTED?

     Energy, restaurants, healthcare, and food gave us problems. Oil prices--and
commodities in general--were hurt by the Asian economic slowdown, which dried up
demand. Trico Energy Services,  an oil service company that does business in the
Gulf of  Mexico,  the North Sea,  and  Brazil,  was a victim of falling  prices.
Rainforest Cafe, a chain of theme restaurants  abruptly lowered sales estimates.
Concentra  Managed Care, which was building share in the workmen's  compensation
market by

[right margin]

TOP TEN HOLDINGS
                                % OF FUND INVESTMENTS
                              AS OF              AS OF
                             10/31/98           4/30/98

   PINNACLE
   SYSTEMS, INC.               4.7%              3.6%

   CONMED CORP.                2.4%              1.6%

   HELEN OF TROY LTD.          2.4%              3.0%

   HA-LO INDUSTRIES,
   INC.                        2.4%              1.4%

   KRONOS INC.                 2.2%              1.9%

   PATHOGENESIS CORP.          2.2%              1.3%

   ROBERTS
   PHARMACEUTICAL
   CORP.                       2.0%              2.3%

   AMERICAN ITALIAN
   PASTA CO. CL A               1.9%             2.6%

   SUPERIOR CONSULTANT
   HOLDINGS CORP.              1.9%              1.9%

   BARR LABORATORIES,
   INC.                        1.8%              1.3%


TOP FIVE INDUSTRIES
                                % OF FUND INVESTMENTS
                               AS OF              AS OF
                              10/31/98           4/30/98

      BUSINESS SERVICES
      & SUPPLIES                17.7%             10.2%

      COMPUTER SOFTWARE
      & SERVICES                 8.3%             8.7%

      ELECTRICAL &
      ELECTRONIC
      COMPONENTS                 7.5%             5.7%

      CONSUMER PRODUCTS          5.5%             6.7%

      RETAIL (SPECIALTY)         5.2%             3.5%


                                                  www.americancentury.com    7


New Opportunities--Q&A
- --------------------------------------------------------------------------------
                                                                    (Continued)

acquiring physicians' groups, had trouble finalizing acquisitions of some of its
targeted   clinics.   Among  our  food  holdings,   Fine  Host  and  Suiza  were
disappointments.  Fine Host provides food and beverage  concessions and catering
to  large  customers,   such  as  recreational  and  healthcare  facilities  and
convention   centers.   The  Securities  and  Exchange   Commission   discovered
discrepancies in Fine Host's historical financial statements. Suiza markets milk
and dairy  products;  its stock suffered when butterfat  prices spiked higher in
September, putting pressure on profit margins.

     Other companies that proved to be disappointments  were Applied Graphics, a
provider  of  computerized  formatting  for  the  publishing  industry,  and Kos
Pharmaceuticals,  a biotech  company that has  developed a  cholesterol-lowering
drug with fewer side effects than the competition. However, Kos's drug, Niaspan,
generated  lower sales than  anticipated  and  Applied  Graphics  stumbled  when
management's  attention  was  diverted  from  its  core  operations  to focus on
integrating  an  acquisition.  Finally,  NBTY,  a  manufacturer  and marketer of
nutritional supplements, ran into increased competition and the stock sold off.

WHAT IS YOUR OUTLOOK HEADING INTO FISCAL 1999?

     Until October,  small stocks had taken a drubbing.  Many small and midsized
companies  were selling at valuations  not seen in more than a decade.  We think
this  sector will bounce  back,  and we are  continuing  to build  positions  in
companies with  sustainable  revenue and earnings  acceleration.  Such companies
should fare well when smaller stocks return to favor.

[LEFT MARGIN]

"WE THINK THIS SECTOR (SMALL STOCKS) WILL BOUNCE BACK, AND WE ARE CONTINUING TO
BUILD POSITIONS IN COMPANIES WITH SUSTAINABLE REVENUE AND EARNINGS
ACCELERATION."

[pie charts - data below]

TYPES OF INVESTMENTS IN  THE PORTFOLIO

AS OF OCTOBER 31, 1998
Temporary Cash Investments     7%
Common Stocks                 93%

AS OF APRIL 30, 1998
Temporary Cash Invetments       1%
Common Stocks                  99%


8    1-800-345-2021


New Opportunities--Schedule of Investments
- --------------------------------------------------------------------------------
OCTOBER 31, 1998

Shares                    ($ in Thousands)                           Value
- --------------------------------------------------------------------------------

 COMMON STOCKS -- 92.9%

AEROSPACE & DEFENSE--3.8%
                    7,800  Alliant Techsystems Inc.(1)           $   546
                   53,700  Aviation Sales Co.(1)                   1,786
                   18,000  General Dynamics Corp.                  1,065
                    8,100  Litton Industries, Inc.(1)                528
                   20,200  Newport News Shipbuilding Inc.            531
                   89,600  Nichols Research Corp.(1)               1,798
                    9,500  Raytheon Co. Cl B                         552
                   39,000  Triumph Group, Inc.(1)                  1,263
                                                             -----------
                                                                   8,069
                                                             -----------
AIRLINES--0.5%
                   81,700  Midway Airlines Corp.(1)                1,082
                                                             -----------
AUTOMOBILES & AUTO PARTS--3.2%
                  110,200  Coachmen Industries, Inc.               2,548
                   82,400  Dura Automotive Systems, Inc.(1)        1,962
                   99,200  Tower Automotive, Inc.(1)               2,207
                                                             -----------
                                                                   6,717
                                                             -----------
BIOTECHNOLOGY--3.0%
                   60,000  IDEC Pharmaceuticals Corp.(1)           1,796
                  115,000  PathoGenesis Corp.(1)                   4,614
                                                             -----------
                                                                   6,410
                                                             -----------
BUSINESS SERVICES & SUPPLIES--17.7%
                  101,200  Acxiom Corp.(1)                         2,549
                  105,900  Administaff, Inc.(1)                    3,475
                   63,500  CSG Systems International, Inc.(1)      3,465
                  177,900  HA-LO Industries, Inc.(1)               5,026
                  156,900  International Telecommunication
                             Data Systems, Inc.(1)                 3,751
                   43,500  Kendle International Inc.(1)            1,144
                  130,000  Kroll-O'Gara Company(1)                 3,193
                  113,595  Nova Corp.(1)                           3,280
                   72,300  PAREXEL International Corp.(1)          1,597
                  105,100  Professional Detailing, Inc.(1)         2,496
                  102,700  Steven Myers & Associates, Inc.(1)      1,451
                  105,500  Superior Consultant Holdings
                             Corp.(1)                              3,930
                  104,400  Sykes Enterprises, Inc.(1)              2,039
                                                             -----------
                                                                  37,396
                                                             -----------
COMMUNICATIONS EQUIPMENT--4.9%
                   67,000  Gilat Satellite Networks Ltd.(1)        3,115
                   16,800  Plantronics, Inc.(1)                      956
                  192,000  Polycom, Inc.(1)                        2,508
                   25,000  Superior TeleCom Inc.                   1,075
                  117,100  Tekelec(1)                              2,097
                   57,500  Terayon Communication Systems,
                             Inc.(1)                                 694
                                                             -----------
                                                                  10,445
                                                             -----------
COMMUNICATIONS SERVICES--2.9%
                   64,000  American Tower Corp. Cl A(1)            1,400
                  131,300  Crown Castle International Corp.(1)     1,686


Shares                    ($ in Thousands)                         Value
- --------------------------------------------------------------------------
                   17,500  Exodus Communications, Inc.(1)        $    554
                   43,900  Gemstar International Group Ltd.(1)      2,404
                                                                 ---------
                                                                    6,044
                                                                 ---------
COMPUTER PERIPHERALS--0.6%
                   79,400  Proxim, Inc.(1)                          1,186
                                                                 ---------
COMPUTER SOFTWARE & SERVICES--8.3%
                   41,700  Advantage Learning Systems, Inc.(1)      1,905
                   65,000  AnswerThink Consulting Group,
                             Inc.(1)                                1,259
                   60,000  BEA Systems, Inc.(1)                     1,176
                   30,000  Concord Communications, Inc.(1)          1,110
                   60,100  Deltek Systems, Inc.(1)                  1,059
                  103,000  New Dimension Software Ltd.(1)           2,942
                  102,000  Project Software & Development,
                             Inc.(1)                                1,810
                   62,000  QuadraMed Corp.(1)                       1,285
                   55,300  Rational Software Corp.(1)               1,222
                   27,400  Sapient Corp.(1)                         1,235
                   46,400  Software AG Systems, Inc.(1)               696
                   40,700  Wind River Systems, Inc.(1)              1,795
                                                                 ---------
                                                                   17,494
                                                                 ---------
CONSUMER PRODUCTS--5.5%
                   36,000  Chattem, Inc.(1)                           996
                  344,300  Helen of Troy Ltd.(1)                    5,100
                  280,400  NBTY, Inc.(1)                            2,234
                  161,600  Rayovac Corporation(1)                   3,283
                                                                 ---------
                                                                   11,613
                                                                 ---------
CONTROL & MEASUREMENT--0.8%
                   48,000  Elsag Bailey Process Automation
                             N.V. ADR(1)                            1,758
                                                                 ---------
ELECTRICAL & ELECTRONIC
COMPONENTS--7.5%
                   12,000  Aeroflex Inc.(1)                           135
                   85,800  DII Group, Inc.(1)                       1,260
                  291,400  Pinnacle Systems, Inc.(1)                9,853
                   22,000  Uniphase Corp.(1)                        1,088
                  106,400  Vitesse Semiconductor Corp.(1)           3,438
                                                                 ---------
                                                                   15,774
                                                                 ---------
FOOD & BEVERAGE--4.4%
                  177,500  American Italian Pasta Co. Cl A(1)       4,083
                  128,400  Hain Food Group, Inc. (The)(1)           2,576
                   47,300  Northland Cranberries, Inc.                507
                   25,700  Performance Food Group Co.(1)              614
                   46,100  Suiza Foods Corp.(1)                     1,504
                                                                 ---------
                                                                    9,284
                                                                 ---------
FURNITURE & FURNISHINGS--1.4%
                  107,000  CompX International Inc.(1)              2,060
                   80,400  O'Sullivan Industries
                             Holdings, Inc.(1)                        879
                                                                 ---------
                                                                    2,939
                                                                 ---------
HEALTHCARE--2.1%
                   41,600  AmeriPath Inc.(1)                          538
                   39,900  Chronimed, Inc.(1)                         367
                  137,500  Province Healthcare Co.(1)               3,596
                                                                 ---------
                                                                    4,501
                                                                 ---------

See Notes to Financial Statements


                                                  www.americancentury.com     9


New Opportunities--Schedule of Investments
- -----------------------------------------------------------------------------
                                                                    (Continued)
OCTOBER 31, 1998

Shares                    ($ in Thousands)                           Value
- ----------------------------------------------------------------------------
INSURANCE--0.7%
                   28,300  LandAmerica Financial Group, Inc.    $  1,470
                                                               -----------
LEISURE--1.4%
                  117,000  Imax Corporation(1)                     3,005
                                                               -----------
MACHINERY & EQUIPMENT--0.5%
                   40,000  Applied Power Inc.                      1,103
                                                               -----------
MEDICAL EQUIPMENT & SUPPLIES--4.6%
                   20,000  ADAC Laboratories(1)                      590
                  192,900  CONMED Corp.(1)                         5,124
                   52,900  Haemonetics Corp.(1)                    1,141
                   21,000  ResMed Inc.(1)                          1,074
                   46,600  Schein (Henry), Inc.(1)                 1,803
                                                               -----------
                                                                   9,732
                                                               -----------
OFFICE EQUIPMENT & SUPPLIES--2.4%
                   27,800  Daisytek International Corp.(1)           417
                  131,000  Kronos Inc.(1)                          4,634
                                                               -----------
                                                                   5,051
                                                               -----------
PHARMACEUTICALS--3.8%
                  111,200  Barr Laboratories, Inc.(1)              3,802
                  188,000  Roberts Pharmaceutical Corp.(1)         4,183
                                                               -----------
                                                                   7,985
                                                               -----------
PRINTING & PUBLISHING--1.7%
                  103,200  Mail-Well, Inc.(1)                      1,348
                   84,000  Petersen Companies, Inc. (The)
                            Cl A(1)                                2,231
                                                               -----------
                                                                   3,579
                                                               -----------
RESTAURANTS--0.8%
                   98,600  PJ America, Inc.(1)                     1,762
                                                               -----------
RETAIL (APPAREL)--1.4%
                   85,200  Chico's FAS, Inc.(1)                    1,326
                  145,700  DM Management Co.(1)                    1,594
                                                               -----------
                                                                   2,920
                                                               -----------
RETAIL (FOOD & DRUG)--0.6%
                   60,000  Ruddick Corp.                           1,166
                                                               -----------


Shares                    ($ in Thousands)                         Value
- -----------------------------------------------------------------------
RETAIL (GENERAL MERCHANDISE)--2.7%

                  253,300  Fred's, Inc.                         $  3,309
                   85,000  ITI Technologies, Inc.(1)               2,460
                                                               -----------
                                                                   5,769
                                                               -----------
RETAIL (SPECIALTY)--5.2%
                   54,800  Action Performance Cos. Inc.(1)         1,617
                  115,000  CSK Auto Corp.(1)                       2,997
                  101,000  Tractor Supply Co.(1)                   2,509
                  154,500  Wilmar Industries, Inc.(1)              3,746
                                                               -----------
                                                                  10,869
                                                               -----------
TEXTILES & APPAREL--0.5%
                   54,000  Quiksilver, Inc.(1)                     1,117
                                                               -----------
TOTAL COMMON STOCKS                                              196,240
                                                               -----------
  (Cost $182,330)

 TEMPORARY CASH INVESTMENTS -- 7.1%
       Repurchase Agreement, BA Security Services,
              Inc., (U.S. Treasury obligations), in a joint
              trading account at 5.42%, dated 10/30/98,
              due 11/2/98 (Delivery value $10,605)                10,600

       Repurchase Agreement, State Street Boston
              Corp., (U.S. Treasury obligations), in a joint
              trading account at 5.35%, dated 10/30/98,
              due 11/2/98 (Delivery value $4,502)                  4,500
                                                               -----------
TOTAL TEMPORARY CASH INVESTMENTS                                  15,100
                                                               -----------
  (Cost $15,100)

TOTAL INVESTMENT SECURITIES--100.0%                             $ 211,340
                                                             ==============
  (Cost $197,430)


FUTURES CONTRACTS                        ($ in Thousands)

                                                  Underlying
                   Expiration     Face Amount      Unrealized
 Purchased            Date         at Value           Gain
- ------------------------------------------------------------

18 S&P 500          December
  Futures             1998          $4,973           $463
                                ==============================

NOTES TO SCHEDULE OF INVESTMENTS

ADR = American Depositary Receipt

(1)  Non-income producing.

- ----------------------------------------------------------------------------
UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  tells  you  which
investments your fund owned on the last day of the reporting period.

The schedule includes:
o a list of each investment
o the number of shares of each stock
o the market value of each investment
o the percentage of total  investments in each industry o the percent and dollar
  breakdown of each investment category

                                              See Notes to Financial Statements


10    1-800-345-2021


Statement of Assets and Liabilities
- --------------------------------------------------------------------------------
OCTOBER 31, 1998

ASSETS                                  (In Thousands Except Per-Share Amounts)

Investment securities, at value
(identified cost of $197,430) (Note 3) .........................      $ 211,340
Cash ...........................................................            370
Receivable for investments sold ................................          6,432
Receivable for variation margin on futures contracts ...........             39
Dividends and interest receivable ..............................             11
                                                                      ---------

                                                                        218,192
                                                                      ---------
LIABILITIES
Disbursements in excess of demand deposit cash .................            190
Payable for investments purchased ..............................          4,245
Payable for capital shares redeemed ............................             12
Accrued management fees (Note 2) ...............................            254
                                                                      ---------
                                                                          4,701
                                                                      ---------
NET ASSETS .....................................................      $ 213,491
                                                                      =========
CAPITAL SHARES, $0.01 PAR VALUE
Authorized .....................................................        100,000
                                                                      =========
Outstanding ....................................................         44,797
                                                                      =========
NET ASSETS VALUE PER SHARE .....................................      $    4.77
                                                                      =========
NET ASSETS CONSIST OF:
Capital (par value and paid in surplus) ........................      $ 212,826
Accumulated realized loss from investment transactions .........        (13,708)
Net unrealized appreciation on investments (Note 3) ............         14,373
                                                                      ---------
                                                                      $ 213,491
                                                                      =========

- ----------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF ASSETS AND  LIABILITIES--This  statement details
what the Fund owns (assets),  what it owes (liabilities),  and its net assets as
of the last day of the period.  If you subtract  what the fund owes from what it
owns, you get the fund's net assets.  The net assets divided by the total number
of shares  outstanding  gives you the price of an individual  share,  or the net
asset value per share.

NET ASSETS are also broken down by capital (money invested by shareholders); net
investment  income not yet paid to  shareholders or net investment  losses;  net
gains earned on investments  but not yet paid to  shareholders  or net losses on
investments (known as realized gains or losses); and finally, gains or losses on
securities  still  owned  by the  fund  (known  as  unrealized  appreciation  or
depreciation).  This  breakdown  tells  you the  value  of net  assets  that are
performance-related,  such as investment  gains or losses,  and the value of net
assets that are not related to performance,  such as shareholder investments and
redemptions.

See Notes to Financial Statements


                                                 www.americancentury.com     11


Statement of Operations
- ----------------------------------------------------------------------------
YEAR ENDED OCTOBER 31, 1998

INVESTMENT LOSS                                                  (In Thousands)
INCOME:
Interest .......................................................       $    579
Dividends (net of foreign taxes withheld of $4) ................            249
                                                                       --------
                                                                            828
                                                                       --------
EXPENSES (Note 2):
Management fees ................................................          3,606
Directors' fees and expenses ...................................              2
                                                                       --------
                                                                          3,608
                                                                       --------
NET INVESTMENT LOSS ............................................         (2,780)
                                                                       --------
REALIZED AND UNREALIZED LOSS ON INVESTMENTS (NOTE 3)
Net realized loss on investments ...............................         (9,957)
Change in net unrealized appreciation on investments ...........        (12,322)
                                                                       --------
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS ................        (22,279)
                                                                       --------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ...........       $(25,059)
                                                                       ========

- ----------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF  OPERATIONS--This  statement breaks down how the
fund's  net  assets  changed  during  the  period  as a  result  of  the  fund's
operations.  It tells you how much money the fund made or lost after taking into
account income,  fees and expenses,  and investment gains or losses. It does not
include shareholder transactions and distributions.

Fund OPERATIONS include:

o income earned by investments (dividends and interest)
o management fees and other expenses
o gains or losses from selling investments (known as realized gains or losses) 
o gains or losses on current fund holdings (known as unrealized  appreciation or
  depreciation)

                                              See Notes to Financial Statements


12     1-800-345-2021


Statements of Changes in Net Assets
- --------------------------------------------------------------------------------
YEAR ENDED OCTOBER 31, 1998 AND PERIOD
DECEMBER 26, 1996 (INCEPTION) THROUGH OCTOBER 31, 1997

Increase (Decrease) in Net Assets
                                                          1998            1997
OPERATIONS                                                   (In Thousands)

Net investment loss ............................      $  (2,780)      $  (1,568)
Net realized loss on investments ...............         (9,957)         (3,751)
Change in net unrealized appreciation
on investments .................................        (12,322)         26,695
                                                      ---------       ---------
Net increase (decrease)
in net assets resulting from operations ........        (25,059)         21,376
                                                      ---------       ---------
CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ......................         45,749         220,830
Payments for shares redeemed ...................        (38,465)        (10,940)
                                                      ---------       ---------
Net increase in net assets
from capital share transactions ................          7,284         209,890
                                                      ---------       ---------
NET INCREASE (DECREASE) IN NET ASSETS ..........        (17,775)        231,266

NET ASSETS
Beginning of year ..............................        231,266            --
                                                      ---------       ---------
End of year ....................................      $ 213,491       $ 231,266
                                                      =========       =========
TRANSACTIONS IN SHARES OF THE FUND
Sold ...........................................          8,852          45,726
Redeemed .......................................         (7,584)         (2,197)
                                                      ---------       ---------
Net increase ...................................          1,268          43,529
                                                      =========       =========

- -----------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF CHANGES IN NET ASSETS--These statements show how
the fund's net assets  changed over the past two reporting  periods.  It details
how much a fund grew or shrank as a result of:

o  operations--a  summary of the Statement of Operations  from the previous page
for the most recent period

o distributions--income and gains distributed to shareholders

o capital share transactions--shareholders' purchases, reinvestments, and
redemptions

Net  assets  at the  beginning  of  the  period  plus  the  sum  of  operations,
distributions  to  shareholders  and capital  share  transactions  result in net
assets at the end of the period.

See Notes to Financial Statements


                                                www.americancentury.com      13


Notes to Financial Statements
- --------------------------------------------------------------------------------

OCTOBER 31, 1998

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION--American  Century  Mutual Funds,  Inc. (the  Corporation)  is
registered under the Investment  Company Act of 1940 as an open-end  diversified
management  investment  company.   American  Century  -  Twentieth  Century  New
Opportunities Fund (the Fund) is one of the twelve series of funds issued by the
Corporation.  The  Fund's  investment  objective  is to seek  capital  growth by
investing  primarily in common stocks that are  considered by management to have
better-than-average  prospects  for  appreciation.   The  following  significant
accounting  policies  are  in  accordance  with  generally  accepted  accounting
principles.

     SECURITY  VALUATIONS--Portfolio  securities traded primarily on a principal
securities  exchange are valued at the last reported sales price, or the mean of
the  latest  bid and  asked  prices  where no last  sales  price  is  available.
Securities traded  over-the-counter are valued at the mean of the latest bid and
asked prices or, in the case of certain foreign securities, at the last reported
sales price,  depending on local  convention or regulation.  Debt securities not
traded on a  principal  securities  exchange  are  valued  through a  commercial
pricing  service or at the mean of the most  recent bid and asked  prices.  When
valuations  are not readily  available,  securities  are valued at fair value as
determined in accordance with procedures adopted by the Board of Directors.

     SECURITY  TRANSACTIONS--  Security transactions are accounted for as of the
trade date. Net realized gains and losses are determined on the identified  cost
basis, which is also used for federal income tax purposes.

     INVESTMENT  INCOME--Dividend income less foreign taxes withheld (if any) is
recorded as of the ex-dividend date.  Interest income is recorded on the accrual
basis and includes accretion of discounts and amortization of premiums.

     FUTURES CONTRACTS--The Fund may enter into stock index futures contracts in
order to manage the Fund's exposure to changes in market conditions.  One of the
risks of entering  into  futures  contracts  includes the  possibility  that the
change in value of the contract may not  correlate  with the changes in value of
the underlying  securities.  Upon entering into a futures contract,  the Fund is
required to deposit  either cash or  securities  in an amount equal to a certain
percentage  of  the  contract  value  (initial  margin).   Subsequent   payments
(variation  margin)  are made or  received  daily,  in cash,  by the  Fund.  The
variation  margin is equal to the  daily  change  in the  contract  value and is
recorded as unrealized gains and losses.  The Fund recognizes a realized gain or
loss when the contract is closed or expires.  Net realized and unrealized  gains
or losses  occurring  during  the  holding  period of  futures  contracts  are a
component of realized gain (loss) on  investments  and  unrealized  appreciation
(depreciation) on investments, respectively.

     REPURCHASE  AGREEMENTS--The Fund may enter into repurchase  agreements with
institutions that the Fund's  investment  manager,  American Century  Investment
Management,  Inc. (ACIM),  has determined are creditworthy  pursuant to criteria
adopted by the Board of  Directors.  Each  repurchase  agreement  is recorded at
cost. The Fund requires that the collateral, represented by securities, received
in a  repurchase  transaction  be  transferred  to  the  custodian  in a  manner
sufficient  to enable  the Fund to  obtain  those  securities  in the event of a
default under the repurchase  agreement.  ACIM monitors,  on a daily basis,  the
securities  transferred to ensure that the value, including accrued interest, of
the  securities  under each  repurchase  agreement  is equal to or greater  than
amounts owed to the Fund under each repurchase agreement.

     JOINT  TRADING  ACCOUNT--Pursuant  to an  Exemptive  Order  issued  by  the
Securities  and  Exchange  Commission,  the Fund,  along with  other  registered
investment  companies  having  management  agreements  with  ACIM  may  transfer
uninvested  cash  balances  into a joint  trading  account.  These  balances are
invested in one or more repurchase agreements that are collateralized by U.S.
Treasury or Agency obligations.

     INCOME TAX  STATUS--It is the policy of the Fund to distribute  all taxable
income  and  realized  gains  to  shareholders  and to  otherwise  qualify  as a
regulated  investment  company under  provisions  of the Internal  Revenue Code.
Accordingly, no provision has been made for federal or state income taxes.

     DISTRIBUTIONS TO  SHAREHOLDERS--Distributions  to shareholders are recorded
on the  ex-dividend  date.  Distributions  from net  investment  income  and net
realized gains are declared and paid annually.

     The  character of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes.  These differences  reflect the differing character
of certain income items and net capital gains and losses for financial statement
and tax  purposes  and may  result in  reclassification  among  certain  capital
accounts.

     At October 31, 1998,  accumulated  net realized  capital loss carryovers of
$12,821,908  (expiring  2005 through 2006) may be used to offset future  taxable
gains.


14       1-800-345-2021


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                    (Continued)
OCTOBER 31, 1998

ADDITIONAL  INFORMATION--Funds  Distributor,  Inc.  (FDI)  is the  Corporation's
distributor. Certain officers of FDI are also officers of the Corporation.

- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES

     The  Corporation  has entered  into a Management  Agreement  with ACIM that
provides the Fund with investment  advisory and management  services in exchange
for a single,  unified  management fee. The Agreement provides that all expenses
of the Fund, except brokerage commissions,  taxes,  interest,  expenses of those
directors  who  are  not  considered  "interested  persons"  as  defined  in the
Investment  Company  Act of 1940  (including  counsel  fees)  and  extraordinary
expenses, will be paid by ACIM. The fee is computed daily and paid monthly based
on the Fund's  average daily closing net assets during the previous  month.  The
annual management fee is 1.50%.

     Certain  officers and directors of the Corporation are also officers and/or
directors,  and,  as a  group,  controlling  stockholders  of  American  Century
Companies,  Inc., the parent of the Corporation's  investment manager, ACIM, and
the Corporation's transfer agent, American Century Services Corporation.

- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

     Purchases  and  sales  of  investment   securities,   excluding  short-term
investments, totaled $336,829,705 and $337,060,753, respectively.

     As of  October  31,  1998,  accumulated  net  unrealized  appreciation  was
$13,949,880,  based on the aggregate cost of investments  for federal income tax
purposes  of  $202,363,725,   which  consisted  of  unrealized  appreciation  of
$25,576,119, and unrealized depreciation of $11,626,239.


                                                www.americancentury.com      15


New Opportunities--Financial Highlights
- --------------------------------------------------------------------------------
FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                                    1998           1997(1)
PER-SHARE DATA
Net Asset Value, Beginning of Period ........   $      5.31     $      5.00
                                                -----------     -----------
Income From Investment Operations
  Net Investment Loss .......................         (0.06)          (0.04)
  Net Realized and Unrealized Gain (Loss)
    on Investment Transactions ..............         (0.48)           0.35
                                                -----------     -----------
  Total From Investment Operations ..........         (0.54)           0.31
                                                -----------     -----------
Net Asset Value, End of Period ..............   $      4.77     $      5.31
                                                ===========     ===========
  TOTAL RETURN(2) ...........................        (10.17)%          6.20%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
  to Average Net Assets .....................          1.50%           1.49%(3)
Ratio of Net Investment Loss
  to Average Net Assets .....................         (1.16)%    (1.09)%(3)
Portfolio Turnover Rate .....................           147%            118%

Net Assets, End of Period (in thousands) ....   $   213,491     $   231,266

(1)  December 26, 1996 (inception) through October 31, 1997.

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

(3)  Annualized.

- ----------------------------------------------------------------------------
UNDERSTANDING THE FINANCIAL  HIGHLIGHTS--This  statement itemizes current period
activity and  statistics and provides  comparison  data for the last five fiscal
years (or less, if the fund is not five years old).

On a per-share basis, it includes:
o share price at the beginning of the period
o investment income and capital gains or losses
o income and capital gains distributions paid to shareholders
o share price at the end of the period

It also includes some key statistics for the period:

o total return--the overall percentage return of the fund, assuming reinvestment
  of all distributions
o expense  ratio--operating  expenses,  expressed as a percentage of average net
  assets
o net income ratio--investment income as a percentage of average net assets
o portfolio  turnover--the  percentage of the portfolio that was replaced during
  the period

                                               See Notes to Financial Statements

16          1-800-345-2021


Independent Auditors' Report
- --------------------------------------------------------------------------------

The Board of Directors and Shareholders,
American Century Mutual Funds, Inc.:

   We have  audited  the  accompanying  statement  of  assets  and  liabilities,
including the schedule of investments,  of American Century - Twentieth  Century
New  Opportunities  Fund  (the  "Fund"),  one of the funds  comprising  American
Century Mutual Funds,  Inc., as of October 31, 1998, and the related  statements
of  operations  for the year then  ended and  changes in net assets for the year
then ended and for the period December 26, 1996 (inception)  through October 31,
1997, and the financial  highlights for the periods  presented.  These financial
statements  and the financial  highlights are the  responsibility  of the Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and the financial highlights based on our audits.

   We  conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned at October
31,  1998 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

   In our opinion,  such financial  statements and financial  highlights present
fairly,  in all material  respects,  the financial  position of American Century
Twentieth Century New Opportunities  Fund as of October 31, 1998, the results of
its operations,  the changes in its net assets, and the financial highlights for
the respective stated periods in conformity with generally  accepted  accounting
principles.

Deloitte & Touche LLP
Kansas City, Missouri
December 8, 1998


                                                 www.americancentury.com      17


Retirement Account Information
- --------------------------------------------------------------------------------

     As required by law, any  distributions  you receive from an IRA and certain
403(b)  distributions [not eligible for rollover to an IRA or to another 403(b)]
are subject to federal  income tax  withholding  at the rate of 10% of the total
amount withdrawn,  unless you elect not to have withholding  apply. If you don't
want us to withhold on this amount, you may send us a written notice not to have
the federal  income tax  withheld.  Your written  notice is valid for six months
from the date of receipt at American Century.  Even if you plan to roll over the
amount you withdraw to another tax-deferred  account, the withholding rate still
applies to the withdrawn  amount unless we have received a written notice not to
withhold federal income tax within six months prior to the withdrawal.

     When you plan to withdraw,  you may make your  election by  completing  our
Exchange/Redemption  form or an IRS Form W-4P. Call American  Century for either
form.  Your  written  election  is valid  for only six  months  from the date of
receipt at American Century. You may revoke your election at any time by sending
a written notice to us.

     Remember, even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable  portion of your  withdrawal.  If you elect
not to have income tax  withheld or you don't have enough  income tax  withheld,
you may be  responsible  for payment of estimated  tax. You may incur  penalties
under the estimated tax rules if your withholding and estimated tax payments are
not sufficient.


18      1-800-345-2021


Background Information
- --------------------------------------------------------------------------------

INVESTMENT PHILOSOPHY  AND POLICIES

     The  Twentieth  Century  Group  offers 10 equity  funds that  invest in the
stocks  of  growing  companies,  both  domestically  and  internationally.   The
philosophy  behind  these growth funds  focuses on three  important  principles.
First,  the funds  seek to invest in  successful  companies,  which we define as
those with growing earnings and revenues.  Second,  we attempt to keep the funds
fully invested,  regardless of short-term market activity.  Experience has shown
that  market  gains can occur in  unpredictable  spurts and that  missing  those
opportunities can  significantly  limit the potential for gain. Third, the funds
are managed by teams  rather  than by one  "star." We believe  this allows us to
make better, more consistent management decisions.

     In addition to these principles, each fund has its own investment policies.

     TWENTIETH CENTURY NEW OPPORTUNITIES  generally invests in the securities of
small companies that exhibit accelerating growth. Historically, small-cap stocks
have been more  volatile than the stock of larger,  more-established  companies.
Therefore,  the fund is  subject to  significant  price  volatility,  but offers
long-term growth potential.


COMPARATIVE INDICES

     The following  indices are used in the report to serve as fund  performance
comparisons. They are not investment products available for purchase.

     THE  S&P  500  is a  capitalization-weighted  index  of the  stocks  of 500
publicly  traded  U.S.  companies  that are  considered  to be leading  firms in
dominant industries.  Created by Standard & Poor's Corporation, it is considered
to be a broad measure of U.S. stock market performance.

     THE S&P MIDCAP 400 is a capitalization-weighted  index of the stocks of the
400 largest  leading  U.S.  companies  not  included in the S&P 500.  Created by
Standard & Poor's Corporation,  it is considered to represent the performance of
mid-cap stocks generally.

     THE  RUSSELL  2000  INDEX was  created  by the Frank  Russell  Company.  It
measures the  performance  of the 2,000  smallest of the 3,000 largest  publicly
traded U.S.  companies  based on total market  capitalization.  The Russell 2000
represents approximately 10% of the total market capitalization of the top 3,000
companies.  The index is further broken down into two mutually  exclusive  value
and growth indices. The RUSSELL 2000 GROWTH INDEX, used in this report, measures
the performance of those Russell 2000 companies with higher price-to-book ratios
and higher forecasted growth rates.

[right margin]

PORTFOLIO MANAGERS
NEW OPPORTUNITIES
   CHRIS BOYD, CFA
   JOHN SEITZER, CFA


                                                www.americancentury.com      19


Glossary
- --------------------------------------------------------------------------------

RETURNS

* TOTAL  RETURN  figures  show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

* AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For fiscal year-by-year total returns,  please refer to the "Financial
Highlights" on pages 16.

INVESTMENT TERMS

* EXPENSE RATIO-- the operating expenses of the fund,  expressed as a percentage
of average net assets.  Shareholders pay an annual fee to the investment manager
for  investment  advisory  and  management  services.  The expenses and fees are
deducted from fund income, not from each shareholder account. (See Note 2 in the
Notes to Financial Statements.)

* MEDIAN MARKET CAPITALIZATION-- Market capitalization (market cap) is the total
value of a  company's  stock and is  calculated  by  multiplying  the  number of
outstanding  common shares by the current share price.  The company whose market
cap is in the  middle  of the  portfolio  is the  median  market  cap.  Half the
companies in the portfolio  have values  greater than the median,  and half have
values that are less. If there is an even number of  companies,  then the median
is the average of the two companies in the middle.

* NUMBER OF  COMPANIES--  the number of different  companies held by a fund on a
given date.

* PORTFOLIO  TURNOVER-- the percentage of a fund's investment  portfolio that is
replaced during a given time period, usually a year. Actively managed portfolios
tend to have higher  turnover than passively  managed  portfolios  such as index
funds.

*  PRICE/BOOK  RATIO--  a stock  value  measurement  calculated  by  dividing  a
company's stock price by its book value per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Book value per share is calculated by
subtracting a company's liabilities from its assets, then dividing that value by
the number of outstanding shares.)

* PRICE/EARNINGS (P/E) RATIO-- a stock value measurement  calculated by dividing
a company's stock price by its earnings per share,  with the result expressed as
a multiple  instead of as a  percentage.  (Earnings  per share is  calculated by
dividing the after-tax earnings of a corporation by its outstanding shares.)

TYPES OF STOCKS

*  BLUE-CHIP  STOCKS--  stocks of the most  established  companies  in  American
industry.   They  are  generally  large,   fairly  stable  companies  that  have
demonstrated consistent earnings and usually have long-term growth potential.
Examples include General Electric and Coca-Cola.

* CYCLICAL STOCKS--  generally  considered to be stocks whose price and earnings
fluctuations  tend to follow the ups and downs of the business  cycle.  Examples
include the stocks of  automobile  manufacturers,  steel  producers  and textile
operators.

* GROWTH  STOCKS--  stocks  of  companies  that have  experienced  above-average
earnings  growth and are expected to continue  such  growth.  These stocks often
sell at  high  P/E  ratios.  Examples  can  include  the  stocks  of  high-tech,
healthcare and consumer staples companies.

* LARGE-CAPITALIZATION  ("LARGE-CAP") STOCKS-- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of more than $5  billion.  These tend to be the stocks  that
make up the Dow Jones Industrial Average and the S&P 500.

* MEDIUM-CAPITALIZATION ("MID-CAP") STOCKS--generally considered to be stocks of
companies  with  a  market  capitalization  (the  total  value  of  a  company's
outstanding  stock) of between $1 billion and $5  billion.  These tend to be the
stocks that make up the S&P 400.

* SMALL-CAPITALIZATION  ("SMALL-CAP") STOCKS-- generally considered to be stocks
of  companies  with a market  capitalization  (the  total  value of a  company's
outstanding  stock) of less than $1  billion.  These tend to be the stocks  that
make up the Russell 2000 Growth Index.

* VALUE STOCKS--  generally  considered to be stocks that are purchased  because
they are relatively inexpensive. These stocks are typically characterized by low
P/E ratios.


20      1-800-345-2021


[inside back cover]

AMERICAN CENTURY FUNDS
- -------------------------------------------------------------------------------

BENHAM GROUP(reg.sm)
TAXABLE BOND FUNDS
U.S. TREASURY & GOVERNMENT
       Short-Term Treasury
       Short-Term Government
       GNMA
       Intermediate-Term Treasury
       Long-Term Treasury
       Treasury
       Target Maturities Trust: 2000
       Target Maturities Trust: 2005
       Target Maturities Trust: 2010
       Target Maturities Trust: 2015
       Target Maturities Trust: 2020
       Target Maturities Trust: 2025

CORPORATE & DIVERSIFIED
       Limited-Term Bond
       Intermediate-Term Bond
       Bond
       Premium Bond
       High-Yield Bond

INTERNATIONAL
       International Bond

TAX-FREE & MUNICIPAL BOND FUNDS
MULTIPLE-STATE
       Limited-Term Tax-Free
       Intermediate-Term Tax-Free
       Long-Term Tax-Free
       High-Yield Municipal

SINGLE-STATE
       Arizona Intermediate-Term Municipal
       California High-Yield Municipal
       California Insured Tax-Free
       California Intermediate-Term Tax-Free
       California Limited-Term Tax-Free
       California Long-Term Tax-Free
       Florida Intermediate-Term Municipal

MONEY MARKET FUNDS
TAXABLE
       Capital Preservation
       Government Agency Money Market
       Premium Capital Reserve
       Premium Government Reserve
       Prime Money Market

TAX-FREE & MUNICIPAL
       California Municipal Money Market
       California Tax-Free Money Market
       Florida Municipal Money Market
       Tax-Free Money Market

AMERICAN CENTURY(reg.sm) GROUP
ASSET ALLOCATION
       Strategic Allocation: Conservative
       Strategic Allocation: Moderate
       Strategic Allocation: Aggressive

BALANCED
       Balanced

CONSERVATIVE EQUITY
       Income and Growth
       Equity Income
       Value
       Equity Growth

SPECIALTY
       Utilities
       Real Estate
       Global Natural Resources
       Global Gold

SMALL CAP
       Small Cap Quantitative
       Small Cap Value

TWENTIETH CENTURY GROUP
GROWTH
       Select
       Heritage
       Growth
       Ultra

AGGRESSIVE GROWTH
       Vista
       Giftrust
       New Opportunities

INTERNATIONAL GROWTH
       International Growth
       International Discovery
       Emerging Markets

GLOBAL
       Global Growth

P.O. BOX 419200 Please call for a prospectus or profile on any American Century
fund. These documents contain KANSAS CITY, MISSOURI 64141-6200

[right margin]

[american century logo(reg.sm)]
American
Century

P.O. BOX 419200
KANSAS CITY, MISSOURI
64141-6200

INVESTOR SERVICES:  1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE:  1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:   1-800-634-4113 OR 816-444-3485

FAX: 816-340-7962

INTERNET: WWW.AMERICANCENTURY.COM


AMERICAN CENTURY MUTUAL FUNDS INC.

INVESTMENT MANAGER

AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

KANSAS CITY, MISSOURI

THIS REPORT AND THE STATEMENTS IT CONTAINS ARE SUBMITTED FOR THE GENERAL
INFORMATION  OF OUR SHAREHOLDERS. THE REPORT IS NOT  AUTHORIZED FOR DISTRIBUTION
TO PROSPECTIVE INVESTORS UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE
PROSPECTUS.

FUNDS DISTRIBUTOR, INC.
(c) 1998 AMERICAN CENTURY SERVICES CORPORATION




[back cover]

American Century Investments                                     BULK RATE
P.O. Box 419200                                              U.S. POSTAGE PAID
Kansas City, MO 64141-6200                                   AMERICAN CENTURY
www.americancentury.com                                          COMPANIES



9812                                                     Funds distributor, Inc.
SH-BKT-14475                      (c)1998 American Century Services Corporation
<PAGE>
[front cover]                                                  OCTOBER 31, 1998

ANNUAL REPORT
- ----------------
AMERICAN CENTURY

                              [graphic of stairs]

BENHAM GROUP
- ------------------------------------
HIGH-YIELD

                                                 [american century logo(reg.sm)]
                                                                        American
                                                                         Century
[inside front cover]


AMERICAN CENTURY BROKERAGE
- --------------------------------------------------------------------------------

     We're pleased to introduce American Century's new brokerage service,  which
offers a wide range of investment options and features:

     *  FundChoice  Service--Invest  in over 8,000 no-load and load mutual funds
        from hundreds of different fund companies, many with no transaction fees

     *  Buy individual stocks and bonds

     *  24-hour  Internet and  automated  phone trades are just $24.95 for up to
        1,000 shares of stock, and 2 cents per share thereafter

     *  Strong research capability 
         *  Build and track model portfolios
         *  Get news, quotes and charts
         *  Check free Standard & Poor's stock reports
         *  Access  Wall  Street on  Demand(tm),  a research  service  with over
            500,000 reports on industry trends,  corporate earnings,  and mutual
            fund analysis

     *  Track your brokerage account on one easy-to-read statement

     *  Unlimited  check writing and a Gold  MasterCard(reg.tm)  ATM/debit  card
        with an American Century Brokerage Access AccountSM (minimum $10,000)

To talk with a Brokerage Associate, call 1-888-345-2071.

WHAT'S NEW . . .

     We now have FOUR-PAGE  PROFILES of many of our funds. The profiles follow a
standard SEC format and allow investors to compare funds easily. You can request
a profile or the full prospectus.  Full prospectuses  contain more detailed fund
information and you will continue to receive one after investing.

     In 1999, we will roll out SIMPLIFIED  PROSPECTUSES that highlight important
information  about our funds,  including fees and expenses.  More technical data
will be in the Statement of Additional Information.

[left margin]

BENHAM GROUP
HIGH-YIELD
(ABHIX)
- ----------------------


Our Message to You
- --------------------------------------------------------------------------------
/photo of James E. Stowers III and James E. Stowers, Jr./
James E. Stowers III, seated, with James E. Stowers, Jr.

     The year ended  October 31, 1998,  was an eventful one in global  financial
markets. Weakening economic and financial conditions,  brought on by problems in
Asia, Russia, and Latin America,  led to significant stock market volatility and
a dramatic decline in U.S. interest rates.

     The  third  quarter  of  1998  served  as a good  example  of the  markets'
extremes.  Several major U.S. stock indices hit record highs in mid-July  before
plunging almost 20% in the following six weeks. In the bond market, heavy demand
for the safety of Treasury bonds pushed yields down to their lowest levels ever.

     This  volatile   market   environment   illustrates  the  importance  of  a
diversified  investment  portfolio.  As we saw in the  summer  and fall of 1998,
diversifying  your assets among stocks,  bonds,  and money market funds can help
your portfolio weather changes in the economic or investment climate.

     High-yield  corporate  bonds--which  act like a mix of stocks and bonds and
tend to follow movements in small-cap  stocks--were hit by the same factors that
weighed on equities.  Those difficult few months led high-yield bonds to produce
mildly negative returns for the year.

     However, high-yield bonds generally held up better than the stocks of small
companies who issue them. For example, during the stock market's decline between
July and October,  the American  Century-Benham  High-Yield Fund fell only about
half  as far as the  Russell  2000  index,  a  popular  measure  of  small-stock
performance.

     On the corporate  front,  we have a substantial  effort underway to prepare
American Century's computer systems for the year 2000. Throughout 1999, our team
of technology  professionals will be extensively testing our systems,  including
those involved with dividend payments.

     As we  celebrate  our  40th  anniversary,  we wish to  thank  you for  your
investment with American Century.

Sincerely,

/s/James E. Stowers, Jr.                 /s/James E. Stowers III
James E. Stowers, Jr.                    James E. Stowers III
Chairman of the Board and Founder        Chief Executive Officer


[right margin]

               Table of Contents
   Report Highlights ......................................................    2
   Market Perspective .....................................................    3
   Credit Review ..........................................................    5
HIGH-YIELD
   Performance Information ................................................    6
   Management Q&A .........................................................    7
   Schedule of Investments ................................................   10
FINANCIAL STATEMENTS
   Statement of Assets and
   Liabilities ............................................................   13
   Statement of Operations ................................................   14
   Statements of Changes
   in Net Assets ..........................................................   15
   Notes to Financial
   Statements .............................................................   16
   Financial Highlights ...................................................   18
   Independent Auditors'
   Report .................................................................   19
OTHER INFORMATION
   Retirement Account
   Information ............................................................   20
   Background Information
      Investment Philosophy
      and Policies ........................................................   21
      Comparative Indices .................................................   21
      Lipper Rankings .....................................................   21
      Credit Rating
      Guidelines ..........................................................   21
      Investment Team
      Leaders .............................................................   21
   Glossary ...............................................................   22


                                                  www.americancentury.com      1


Report Highlights
- --------------------------------------------------------------------------------

MARKET PERSPECTIVE

*   High-yield  corporate  bonds  produced  negative  returns for the year ended
    October 31, 1998. Global economic turmoil, steep losses in the stock market,
    and a flight of capital out of risky investments caused the losses

*   As a result of market  declines,  investment  banks and  brokers  refused to
    build bond  inventories.  This  reduced  liquidity  (made buying and selling
    high-yield bonds much more costly), contributing to even steeper losses.

*   The difference in yield between  Treasurys and high-yield bonds widened from
    historical  lows to levels not seen since the recession of the late '80s and
    early '90s, making high-yield securities attractive buys in late October.

CREDIT REVIEW

*   Losses in the  high-yield  market  weren't  caused  by a  decline  in credit
    quality--the default rate remained below 3% despite the lack of liquidity in
    the market.

*   The low default rate reflects the general health of the U.S. economy, which
    grew at a 3.9% annual rate during the third quarter.

*   Default  rates  were  also  kept  low by easy  access  to  capital  from the
    high-yield  market  and  commercial  banks  through  the first half of 1998;
    however,  capital grew harder to come by in the third  quarter as high-yield
    issuance dried up and banks tightened their underwriting standards.

*   American Century's  corporate credit research team plays a vital part in the
    management of the High-Yield  fund.  Their careful credit  analysis paid off
    over the last year--none of the bonds in the portfolio defaulted.

MANAGEMENT Q&A

*   The High-Yield  fund had a negative return for the fiscal year ended October
    31, 1998, reflecting the difficult investment environment between August and
    October.

*   The fund  underperfomed its Lipper category average and benchmark because of
    overweightings in finance and telecommunications bonds, two hard-hit sectors
    of the market.

*   Finance bonds suffered price declines because  investors  worried that a few
    high-profile  bankruptcies  in the sector might  translate  into  widespread
    defaults.

*   Telecommunications  bond prices fell along with  stocks--lower  stock prices
    reflect investor concerns about slower corporate profit growth,  which could
    get in the  way of a  company's  ability  to  make  interest  and  principal
    payments on its bonds.

*   The  third-quarter  selloff was painful in the short run, but it may prove a
    blessing in disguise.  The downturn will likely  restore some  discipline to
    the market.

*   We have a generally positive outlook for the market--credit  quality remains
    good, while yields have soared.

*   Going forward, we'll continue to use a credit-intensive approach to security
    selection, looking for the best relative values in the market. Despite their
    underperformance,  we think it makes  sense to  continue to hold our finance
    and telecommunications bonds.

[left margin]

"THE  DIFFERENCE IN YIELD BETWEEN  TREASURYS AND  HIGH-YIELD  BONDS WIDENED FROM
HISTORICAL  LOWS TO LEVELS  NOT SEEN  SINCE THE  RECESSION  OF THE LATE '80S AND
EARLY '90S, MAKING HIGH-YIELD SECURITIES ATTRACTIVE BUYS IN LATE OCTOBER."

                HIGH-YIELD
                 (ABHIX)
TOTAL RETURNS:          AS OF 10/31/98
    6 Months                  -10.90%*
    1 Year                      -4.09%
NET ASSETS:              $32.2 million
30-DAY SEC YIELD:               10.36%
INCEPTION DATE:                9/30/97

* Not annualized.

See Total Returns on page 6.
Investment terms are defined in the Glossary on page 22.


2      1-800-345-2021


Market Perspective from Randall W. Merk
- --------------------------------------------------------------------------------
/photo of Randall W. Merk/
Randall W. Merk, director of fixed-income investing at American Century

HIGH-YIELD BOND PRICES FALL

     High-yield  bonds  suffered  through a  difficult  period in the year ended
October 31, 1998, when the DLJ High-Yield Index fell 2.65%. Prices on high-yield
bonds declined even though  interest  rates hit record lows.  Turmoil in foreign
economies  and  financial  markets,  a  threatened  credit  crunch,  and a rapid
downdraft in the stock market hurt high-yield  corporate bonds, which act like a
mix of stocks and bonds.

GLOBAL ECONOMIC TURMOIL

     A series of  financial  crises  around  the world  threatened  to apply the
brakes to global  economic  growth.  Financial and economic  problems that first
surfaced  in Asia in late 1997  mushroomed  in 1998.  By  mid-1998,  the  "Asian
contagion"  had spread to Russia,  which  devalued its currency and defaulted on
government debt. In Latin America,  Venezuela and Brazil tried to fend off their
own currency devaluations.

     Global economic problems wreaked havoc on stock and bond markets worldwide.
Investors  grew  concerned  about  the  outlook  for the  U.S.  economy  and for
corporate  profits.  As a result,  the U.S.  stock market fell  sharply  between
mid-July and early October--several major stock indices declined 20% or more.

FALLING INTEREST RATES

     The biggest beneficiary of this turmoil was the U.S. Treasury market. Faced
with uncertain  financial  markets,  investors  abandoned all but the safest and
most liquid investments--U.S. Treasury securities.

     In addition,  many  international bond traders and hedge funds began buying
back  Treasurys  in August to unwind  "short"  positions.  These  investors  had
profited  from  owning   emerging-market  and  high-yield  U.S.  corporate  debt
securities and hedging those investments with Treasury bonds.

     But  those  trades  fell  apart  in  the  third   quarter  of  1998,   when
emerging-market  and high-yield bond prices plummeted while Treasury prices rose
sharply.  Hedge funds were forced to sell their high-yield debt at any price and
buy back  Treasurys.  As demand for Treasurys  surged,  the yield on the 30-year
Treasury  bond fell  below 5% for the first  time  ever,  ultimately  reaching a
record low of 4.71% in early October (see the graph at right).

THREATENED CREDIT CRUNCH

     At the same  time  hedge  funds  were  liquidating  their  high-yield  bond
positions,  investment banks and brokers pulled in their capital lines.  Brokers
typically  help provide market  liquidity by taking  positions in securities and
selling  bonds out of  inventory.  But when faced  with  mounting  losses,  they
wouldn't  build bond  inventories.  That made it more  difficult to buy and sell
high-yield bonds, contributing to even steeper losses in the high-yield market.

[right margin]

"TURMOIL IN FOREIGN ECONOMIES AND FINANCIAL MARKETS, A THREATENED CREDIT CRUNCH,
AND A RAPID DOWNDRAFT IN THE STOCK MARKET HURT HIGH-YIELD CORPORATE BONDS,
WHICH ACT LIKE A MIX OF STOCKS AND BONDS."

[line chart - data below]

TREASURY YIELD CURVE

Years to Maturity       10/31/97         4/30/98         10/31/98
1                        5.340%          5.370%          4.170%
2                        5.600%          5.560%          4.110%
3                        5.681%          5.600%          4.350%
4                        5.740%          5.660%          4.380%
5                        5.710%          5.630%          4.220%
6                        5.775%          5.680%          4.365%
7                        5.840%          5.730%          4.510%
8                        5.837%          5.710%          4.540%
9                        5.833%          5.690%          4.570%
10                       5.830%          5.670%          4.600%
11                       5.867%          5.705%          4.673%
12                       5.904%          5.740%          4.746%
13                       5.941%          5.775%          4.819%
14                       5.978%          5.810%          4.892%
15                       6.015%          5.845%          4.965%
16                       6.052%          5.880%          5.038%
17                       6.089%          5.915%          5.111%
18                       6.126%          5.950%          5.184%
19                       6.163%          5.985%          5.257%
20                       6.200%          6.020%          5.330%
21                       6.195%          6.013%          5.312%
22                       6.190%          6.006%          5.294%
23                       6.185%          5.998%          5.276%
24                       6.180%          5.991%          5.258%
25                       6.175%          5.984%          5.240%
26                       6.170%          5.977%          5.222%
27                       6.165%          5.970%          5.204%
28                       6.160%          5.964%          5.186%
29                       6.155%          5.957%          5.168%
30                       6.150%          5.950%          5.150%

Source: Bloomberg Financial Markets


                                                  www.americancentury.com      3


Market Perspective from Randall W. Merk
- --------------------------------------------------------------------------------
                                                                     (Continued)

     These factors raised the possibility of a "credit crunch"--when the cost of
borrowing increases dramatically and banks and bond buyers tighten their lending
criteria.  Tighter credit is bad for high-yield bond issuers, many of which must
borrow periodically to help finance operations. In a severe credit crunch, these
companies would have had trouble borrowing at any rate.

     With global capital markets at a standstill and a full-blown  credit crunch
looming,  the Federal Reserve lowered  short-term  interest rates three times in
seven weeks  beginning  in late  September--its  first rate cuts in nearly three
years.  The rate cuts helped boost  investor  confidence  and ease the crisis by
lowering borrowing costs.

YIELD SPREADS WIDEN

     As Treasury bond prices rose and  high-yield  prices  plummeted,  the yield
difference--or   spread--between   Treasurys   and   high-yield   bonds  widened
dramatically  (see the graph at left). The spread is important:  it measures the
risk premium between Treasurys, the safest investments, and high-yield bonds.

     The  high-yield/Treasury  spread was as narrow as 350 basis points (a basis
point equals  0.01%,  so 350 basis  points  equals  3.50%) in July.  But spreads
widened sharply beginning in August, shooting out to as wide as 735 basis points
(7.35%) in October.  That's the widest yield  spread since the  recession of the
late '80s and early '90s. That widening  spread made high-yield  bonds good buys
in late October.

SUPPLY AND DEMAND

     Demand  for  high-yield  bonds was strong  through  the first half of 1998.
Supply also surged, thanks to falling interest rates and healthy demand. In just
the first seven months of 1998,  about $120 billion in new high-yield bonds came
to market, shattering the previous record of $100 billion for all of 1997.

     That situation  reversed  dramatically in late July as investors fled risky
investments and new debt issuance  ground to a halt. New issuance  resurfaced in
late October, after the Fed's rate cuts helped ease fears of widespread defaults
and investors were drawn back to the market by attractive yields.

[left margin]

"AS TREASURY BOND PRICES ROSE AND HIGH-YIELD PRICES PLUMMETED, THE YIELD
DIFFERENCE--OR SPREAD--BETWEEN TREASURYS AND HIGH-YIELD BONDS WIDENED
DRAMATICALLY."

[line chart - data below]

HIGH-YIELD/TREASURY YIELD SPREAD
                in basis points
           (a basis point equals 0.01%)
'92                   490
'93                   405
'94                   420
'95                   477
'96                   342
'97                   359
1/98                  366
2/98                  349
3/98                  345
4/98                  357
5/98                  384
6/98                  409
7/98                  400
8/98                  617
9/98                  687
10/98                 735

This chart shows the yield difference,  or spread,  between the bonds in the DLJ
High Yield Index and 10-year Treasury securities.

Source: Donaldson, Lufkin & Jenrette


4      1-800-345-2021


Credit Review
- --------------------------------------------------------------------------------

HEALTHY CREDIT CONDITIONS... 
FOR NOW

     Even though the high-yield  market  slumped from August to October,  credit
quality remained surprisingly positive. Instead, it was a lack of liquidity that
hurt  high-yield  bonds.  Investors  worried that  tighter  credit would spark a
series of defaults,  but through October, the mass defaults investors feared did
not materialize.

     Even as the market hit its lows in October,  the default rate on high-yield
bonds  remained below 3%. That compares with a default rate of nearly 10% at the
height of the recession in the early 1990s.

     The  current  low  default  rate  reflects  the fact that the U.S.  economy
remains quite healthy despite turmoil in the global  economy.  The U.S.  economy
expanded at a very solid 3.9% annual rate during the third quarter of 1998. That
compares  with a 5.6%  annual  pace in the first  quarter and a 1.8% rate in the
second  quarter.  Strong  growth is good for  credit  quality  because  it keeps
corporate earnings high, increasing companies' ability to service their debts.

     Healthy  growth in the U.S.  economy  also led to further  credit  upgrades
during the year. However,  upgrades tapered off somewhat in the third quarter as
global economic growth began to slow.

     As discussed in the previous report six months ago, default rates were kept
low in part by issuers'  easy access to capital  from  commercial  banks and the
high-yield  bond market.  Through  mid-July,  even companies that failed to meet
their  projected  budgets  were able to go back to the  market or to  commercial
banks for additional  financing.  That situation  reversed in the third quarter.
New high-yield  issuance came to a halt as investment  capital was pulled out of
riskier bonds.

     However,  the Federal Reserve avoided a full-blown credit crunch by cutting
short-term  interest rates and urging banks to continue lending. So while credit
remains tighter than in the first half of 1998, solid  high-yield  companies can
easily borrow funds.

HIGH-YIELD CREDIT RESEARCH TEAM

     Credit  analysis  plays a vital part in the  management  of the  High-Yield
fund--the  corporate  credit  research team carefully  evaluates  every security
considered  for the portfolio.  To strengthen  that  credit-intensive  approach,
American Century expanded the corporate credit research team over the past year,
bringing the total number of analysts to ten.  Careful credit  research has paid
off--none of the portfolio holdings have defaulted,  despite the extreme lack of
liquidity in the market.

[right margin]

"DESPITE THE SLUMP IN HIGH-YIELD BOND PRICES FROM AUGUST TO OCTOBER, CREDIT
QUALITY REMAINED SURPRISINGLY POSITIVE."

CORPORATE CREDIT RESEARCH TEAM
  DIRECTOR:
    GREG AFIESH
  HIGH-YIELD ANALYSTS:
    MICHAEL DIFLEY
    TANYA FLEISCHER
  CORPORATE  CREDIT ANALYSTS:
    DANIEL BAKER
    KALPESH DADBHAWALA
    ED GRANT
    KRISTINE IWAFUCHI
    LYNDA LOWRY
    SUDHA MANI
    GINA SANCHEZ
    TOM VAIANA


                                                  www.americancentury.com      5


High-Yield--Performance
- --------------------------------------------------------------------------------
<TABLE>
TOTAL RETURNS AS OF OCTOBER 31, 1998

                                    INVESTOR CLASS (INCEPTION 9/30/97)
                                    DLJ HIGH YIELD     HIGH CURRENT YIELD FUNDS(2)
                       HIGH-YIELD       INDEX       AVERAGE RETURN    FUND'S RANKING
- ----------------------------------------------------------------------------------
<S>                   <C>              <C>            <C>              <C>                  
6 MONTHS(1)             -10.90%        -8.05%           -9.09%              --
1 YEAR                   -4.09%        -2.65%           -3.35%        152 OUT OF 235
- ----------------------------------------------------------------------------------
AVERAGE ANNUAL RETURNS
LIFE OF FUND             -4.10%        -2.77%           -3.51%        144 OUT OF 230

(1) Returns for periods less than one year are not annualized.

(2) According to Lipper Inc., an independent mutual fund ranking service.
</TABLE>

See pages 21-22 for more information about returns,  the comparative  index, and
Lipper fund rankings.

[mountain chart - data below]

PERFORMANCE OF $10,000 OVER LIFE OF FUND
Value on 10/31/98
DLJ High Yield Index      $9,722
High-Yield                $9,556

                     High-Yield          DLJ High Yield Index
DATE                    VALUE                  VALUE
9/30/97                $10,000                $10,000
10/31/97               $9,963                 $9,987
11/30/97               $10,044                $10,072
12/31/97               $10,174                $10,172
1/31/98                $10,437                $10,329
2/28/98                $10,491                $10,412
3/31/98                $10,667                $10,529
4/30/98                $10,718                $10,574
5/31/98                $10,729                $10,582
6/30/98                $10,717                $10,595
7/31/98                $10,781                $10,678
8/31/98                $10,097                $9,953
9/30/98                $9,947                 $9,929
10/31/98               $9,556                 $9,722

$10,000 investment made 9/30/97

The chart at left shows the performance of a $10,000 investment over the life of
the fund.  The DLJ High Yield Index is  provided  for  comparison.  High-Yield's
total  return  includes  operating  expenses  (such  as  transaction  costs  and
management  fees) that reduce returns,  while the total return of the index does
not. Past performance does not guarantee future results.  Investment  return and
principal  value will fluctuate,  and redemption  value may be more or less than
original cost.


6      1-800-345-2021


High-Yield--Q&A
- --------------------------------------------------------------------------------
/photo of Theresa Fennell/
     An interview with Theresa  Fennell,  a portfolio  manager on the High-Yield
fund investment team.

HOW DID HIGH-YIELD PERFORM DURING THE FISCAL YEAR ENDED OCTOBER 31, 1998?

     The fund's  return  reflected  the  difficult  investment  environment  for
high-yield  bonds,  particularly  in the third  quarter  of 1998.  For the year,
High-Yield  returned  -4.09%.  The fund's  losses  occurred  between  August and
October.  By  comparison,  the 235 "High Current Yield Funds"  tracked by Lipper
Inc.  produced a -3.35%  average  return for the one-year  period.  The DLJ High
Yield Index returned -2.65% for the same period. (See the Total Returns table on
the previous page for additional fund performance comparisons.)

WHY DID THE FUND UNDERPERFORM?

     High-Yield underperformed its Lipper category average and benchmark for the
year because the portfolio was  overweighted  in finance and  telecommunications
bonds,  two of the  hardest-hit  sectors  of the  market.  Virtually  all of the
underperformance  happened in the last few months,  when these two sectors  fell
sharply.

     For comparison, if you look at the portfolio's relative performance through
July, when the market peaked, you get a different picture--from its inception on
September  30, 1997,  to the end of July,  High-Yield's  total return was 7.89%,
compared with a return of 6.46% for the Lipper category average.

LET'S START WITH FINANCE. WHY DID THAT SECTOR UNDERPERFORM?

     Some of the hardest-hit  companies in the finance  industry were commercial
mortgage lenders.  These companies take commercial  mortgage loans,  bundle them
together  into bonds,  and issue them as high-yield  commercial  mortgage-backed
securities  (CMBS).  As part of their business,  they "short"  Treasury bonds to
hedge their exposure to high-yield  CMBS. That was a very difficult  position to
be in over the last few months,  when the difference in yield between  Treasurys
and high-yield CMBS widened  dramatically (see the Market Perspective on pages 3
and 4).

     Tighter lending standards caused a few high-profile  mortgage lenders to go
bankrupt, scaring investors away from the entire high-yield finance sector. As a
result,  several of the  finance-related  securities in the  portfolio  suffered
steep price declines despite the fact that none of them went bankrupt--banks and
all types of finance companies suffered unfairly from guilt by association.

     We think the losses in this sector were a result of investor  overreaction.
The  price  declines  these  bonds  suffered  ignore  the  fundamentals  of  the
commercial  mortgage-lending  market,  where  default rates on loans are low and
building  occupancy  rates are high.  What's more, the Federal Reserve (the U.S.
central  bank) began  lowering  rates in  September  specifically  to head off a
credit crunch. By directly  addressing the lack of liquidity in the market,  the
Fed helped ease the pressure on these finance companies.

[right margin]

"THE FUND'S RETURN REFLECTED THE DIFFICULT INVESTMENT ENVIRONMENT FOR
HIGH-YIELD BONDS, PARTICULARLY IN THE THIRD QUARTER OF 1998."

PORTFOLIO AT A GLANCE
                           10/31/98           10/31/97
NUMBER OF SECURITIES          65                32
WEIGHTED AVERAGE
MATURITY                    7.0 YRS           6.9 YRS
AVERAGE DURATION            5.5 YRS           5.0 YRS
EXPENSE RATIO                0.90%            0.90%*

* Annualized.

YIELD AS OF OCTOBER 31, 1998
30-DAY SEC YIELD            10.36%

Investment terms are defined in the Glossary on page 22.


                                                  www.americancentury.com      7


High-Yield--Q&A
- --------------------------------------------------------------------------------
                                                                     (Continued)

WHY WERE TELECOMMUNICATIONS BONDS SO HARD HIT?

     Keep in mind that  high-yield  securities act like a mix between stocks and
bonds.  Telecommunications  company stock prices fell sharply in recent  months.
Falling  stock  prices  reflect  concerns  about a  company's  profitability  or
earnings growth.  Slower-than-expected  earnings growth could impair a company's
ability to make interest and principal payments on its bonds.

     Telecommunications  bonds were also affected by lower stock prices  because
building and maintaining a communication network is very capital intensive.  One
way companies  finance their  business  development  plans is by issuing  stock.
Lower prices make that option much more expensive or even impossible.

     In  addition,  many  high-yield   telecomunications  bonds  are  issued  as
zero-coupon  bonds for a number of years.  Zeros tend to be more  volatile  than
interest-bearing bonds.  (Telecommunications bonds are often issued as zeros for
their  first few  years  because  these  companies  are  young and lack  regular
revenues, so they can't yet make large interest payments.)

DID THE LACK OF MARKET LIQUIDITY HAVE AN EFFECT ON TELECOMMUNICATIONS BONDS?

     Yes. The  high-yield  market saw  virtually no new issuance  from August to
about mid-October.  Many  telecommunications  companies are in their infancy and
need access to the  high-yield  market to  successfully  execute their  business
plans.  But with the global economy in turmoil,  stock prices  falling,  and the
high-yield market effectively shuttered,  the outlook for the telecommunications
sector was far from certain.  That  contributed to price declines for high-yield
telecommunications bonds.

YOU KEPT A PORTION OF ASSETS IN BONDS ISSUED BY ENERGY AND PAPER  COMPANIES (SEE
THE TOP FIVE INDUSTRIES TABLE AT LEFT). WHAT'S THE ATTRACTION?

     We view our commodity holdings as a value play, and with the global economy
in turmoil and oil prices  hitting  12-year lows,  this sector looks  relatively
cheap right now. When we see better global growth,  we could get stronger demand
for basic  materials  and energy  products.  That  scenario  would benefit these
bonds. However, we don't expect an immediate rebound in commodity prices.

     We think taking a position in  commodities  now makes sense  because  price
movements in this sector tend to be rapid,  making it difficult to get in once a
rebound in prices  starts.  Instead,  we're  buying  these  bonds at  attractive
prices,  holding names we think can weather this low-price  environment.  In the
meantime,  we're content to hold these bonds and collect their interest coupons,
many of which are in excess of 10%.

HOW DOES THE PORTFOLIO'S YIELD COMPARE?

     The  fund  delivered  a  better-than-average   yield.  As  of  October  31,
High-Yield's 30-day SEC yield was 10.36%. That compares favorably with the 9.55%
average yield of the funds in Lipper's high-yield category. Of course, the yield
will fluctuate as interest rates, fund holdings, and share price change.

[left margin]

"FALLING STOCK PRICES ARE BAD FOR HIGH-YIELD BONDS BECAUSE LOWER STOCK PRICES
REFLECT CONCERNS ABOUT A COMPANY'S PROFITABILITY OR EARNINGS GROWTH."

TOP FIVE INDUSTRIES (AS OF 10/31/98)
                                     % OF FUND INVESTMENTS
TELEPHONE COMMUNICATIONS                   11.5%
WIRELESS COMMUNICATIONS                     8.8%
ENERGY (PRODUCTION &
  MARKETING)                                8.2%
MACHINERY & EQUIPMENT                       6.8%
PAPER & FOREST PRODUCTS                     6.2%

TOP FIVE INDUSTRIES (AS OF 4/30/98)
                                     % OF FUND INVESTMENTS
PAPER & FOREST PRODUCTS                     9.8%
TELEPHONE COMMUNICATIONS                    8.1%
WIRELESS COMMUNICATIONS                     6.8%
ENERGY (PRODUCTION &
  MARKETING)                                6.1%
BUSINESS SERVICES & SUPPLIES                6.0%


8      1-800-345-2021


High-Yield--Q&A
- --------------------------------------------------------------------------------
                                                                     (Continued)

DID YOU MAKE ANY CHANGES TO THE PORTFOLIO'S DURATION?

     Not really. We kept the duration--a measure of the portfolio's  sensitivity
to interest rate  changes--steady at 5.5 years over the last six months.  Rather
than  make big bets on the  direction  of  interest  rates,  we try to add value
through careful credit analysis and security selection.

HIGH-YIELD BONDS ENDURED A VERY DIFFICULT FEW MONTHS. DID ANY POSITIVES COME OUT
OF THAT EXPERIENCE?

     Though it was  painful in the short  run,  the  sell-off  may prove to be a
blessing in disguise--it's likely to wring some of the excesses from the market.
We've  discussed in past reports our concern that  investors  were being too lax
about credit  standards and were  accepting  speculative  bond  offerings.  This
downturn should restore some discipline to the market.  Also,  we're unlikely to
see  hedge   funds  make  such   aggressive   bets  on  risky   high-yield   and
emerging-market  bonds in the future.  That could make for  less-dramatic  price
swings during market declines.

WHAT'S YOUR OUTLOOK FOR THE MARKET?

     We're  generally  positive on the market.  The high-yield  sector's  recent
decline  was  caused  more  by  technical   market   factors  than  by  economic
fundamentals.  As a result, we think high-yield bonds represent very good values
right now. Yields are much higher today than they were six months ago with about
the same credit  risk--the  default rate remains below 3%, while bond yields are
now up  around  10%.  Those  attractive  values  have  already  started  to lure
investors back to the market--in early November alone, mutual fund investors put
$3.6 billion to work in high-yield bonds, according to AMG Services.

     Another  way to look at the  relative  values  in  high-yield  bonds  is to
compare their yields with those of 10-year  Treasury bonds. The flight from risk
and to quality caused spreads to widen  dramatically (see the Market Perspective
on pages 3 and 4). If spreads  return to more normal  levels,  high-yield  bonds
could perform very well.

WITH THAT OUTLOOK IN MIND, WHAT'S YOUR STRATEGY GOING FORWARD?

     It's a  steady-at-the-helm  approach--we're  going to  continue to keep the
duration steady while we use careful credit  analysis and security  selection to
find what we think are the best bonds in the  market.  That's the same  strategy
that helped the fund to solid  performance from its inception through the market
peak in July. This orientation  means we're likely to hang on to our finance and
telecommunications bonds, despite recent difficulties.

[right margin]

"WE THINK HIGH-YIELD BONDS REPRESENT VERY GOOD VALUES RIGHT NOW."

PORTFOLIO COMPOSITION BY CREDIT RATING
                  % OF FUND INVESTMENTS
                  AS OF             AS OF
                10/31/98           4/30/98
AAA                8%                6%
BB                13%                6%
B                 67%               74%
CCC                1%                2%
UNRATED           11%               12%

Ratings provided by Standard & Poor's.  See Credit Rating  Guidelines on page 21
for more information.

"WE'RE LIKELY TO HANG ON TO OUR FINANCE AND TELECOMMUNICATIONS BONDS, DESPITE
RECENT DIFFICULTIES."


                                                  www.americancentury.com      9


High-Yield--Schedule of Investments
- --------------------------------------------------------------------------------
OCTOBER 31, 1998

Principal Amount                                                      Value
- --------------------------------------------------------------------------------
CORPORATE BONDS--91.2%
AUTOMOBILES & AUTO PARTS--3.0%
              $1,000,000   Stanadyne Automotive Corp.,
                              Series B, 10.25%, 12/15/07
                              (Acquired 12/4/97-7/21/98,
                              Cost $1,016,875)(1)                    $947,500
                                                                 --------------
BANKING--4.8%
               1,000,000   Bay View Capital Corp., 9.125%,
                              8/15/02                                 882,496
                 790,000   Ocwen Capital Trust I, 10.875%,
                              8/1/27                                  608,300
                                                                 --------------
                                                                    1,490,796
                                                                 --------------
BROADCASTING & MEDIA--3.1%
                 500,000   Chancellor Media Corp., 9.00%,
                              10/1/08 (Acquired 9/25/98,
                              Cost $500,000)(1)                       502,500
                 500,000   Fox Family Worldwide Inc., 9.25%,
                              11/1/07                                 470,000
                                                                 --------------
                                                                      972,500
                                                                 --------------
BUSINESS SERVICES & SUPPLIES--5.1%
                 500,000   Donnelley (R.H.) Corp., 9.125%,
                              6/1/08 (Acquired 6/2/98,
                              Cost $500,000)(1)                       500,000
                 250,000   Elgar Holdings Inc., 9.875%,
                              2/1/08                                  217,500
                 500,000   Intertek Finance PLC, Series B,
                              10.25%, 11/1/06                         448,125
                 500,000   Unicco Service/Finance, Series B,
                           9.875%, 10/15/07 (Acquired
                              10/14/97, Cost $497,650)(1)             440,000
                                                                 --------------
                                                                    1,605,625
                                                                 --------------
COMMUNICATIONS EQUIPMENT--0.9%
                 500,000   Telehub Communications Corp.,
                            12.43%, 7/31/05 (Acquired
                              7/28/98, Cost $334,215)(1)(2)           267,500
                                                                 --------------
COMMUNICATIONS SERVICES--5.2%
                 750,000   21st Century Telecom Group,
                              11.04%, 2/15/08(2)                      310,313
                 500,000   Intermedia Capital Partners,
                              11.25%, 8/1/06                          543,125
                 500,000   Intl. Cabletel Inc., 9.11%, 2/1/06(2)      386,875
                 750,000   RCN Corp., 10.08%, 10/15/07(2)             390,000
                                                                 --------------
                                                                    1,630,313
                                                                 --------------
COMPUTER SOFTWARE & SERVICES--3.1%
               1,000,000   ICG Services Inc., 9.14%,
                              2/15/08(2)                              461,250
                 500,000   PSINet Inc., Series B, 10.00%,
                            2/15/05 (Acquired 4/7/98,
                              Cost $500,000)(1)                       490,000
                                                                 --------------
                                                                      951,250
                                                                 --------------

Principal Amount                                                      Value
- --------------------------------------------------------------------------------
ELECTRICAL & ELECTRONIC
COMPONENTS--3.9%
              $  250,000   International Utility Structures Inc.,
                              10.75%, 2/1/08                         $216,250
                 500,000   MCMS, Inc., Series B, 9.75%,
                              3/1/08                                  320,625
                 750,000   Trench Electric & Trench Inc.,
                              10.25%, 12/15/07                        690,000
                                                                 --------------
                                                                    1,226,875
                                                                 --------------
ENERGY (PRODUCTION & MARKETING)--8.2%
                 250,000   Belco Oil & Gas Corp., Series B,
                              10.50%, 4/1/06                          235,000
                 525,000   Cross Timbers Oil Co., Series B,
                             9.25%, 4/1/07 (Acquired
                                3/30/98-4/30/98,
                              Cost $551,344)(1)                       483,000
                 750,000   Kelley Oil & Gas Corp., 10.375%,
                              10/15/06                                600,938
                 500,000   Ocean Energy, Inc., Series B,
                              8.875%, 7/15/07                         497,500
                 250,000   Octel Developments plc, 10.00%,
                            5/1/06 (Acquired 5/1/98,
                              Cost $250,000)(1)                       243,438
                 500,000   Snyder Oil Corp., 8.75%, 6/15/07           493,750
                                                                 --------------
                                                                    2,553,626
                                                                 --------------
ENERGY (SERVICES)--1.6%
                 250,000   Trico Marine Services, Inc.,
                             Series F, 8.50%, 8/1/05
                               (Acquired 12/18/97,
                              Cost $250,625)(1)                       210,000
                 500,000   Universal Compression Inc.,
                            9.02%, 2/15/08 (Acquired
                              2/13/98, Cost $309,200)(1)(2)           290,000
                                                                 --------------
                                                                      500,000
                                                                 --------------
ENVIRONMENTAL SERVICES--2.8%
               1,000,000   Envirosource, Inc., 9.75%,
                              6/15/03                                 871,250
                                                                 --------------
FINANCIAL SERVICES--2.9%
                 750,000   AMRESCO, INC., Series 1998 A,
                              9.875%, 3/15/05                         450,000
                 500,000   Metris Companies Inc., 10.00%,
                              11/1/04                                 455,625
                                                                 --------------
                                                                      905,625
                                                                 --------------
HEALTHCARE--0.7%
                 250,000   Magellan Health Services, Inc.,
                            9.00%, 2/15/08 (Acquired
                              2/5/98, Cost $250,000)(1)               213,125
                                                                 --------------
MACHINERY & EQUIPMENT--6.8%
                 750,000   Goss Graphic Systems Inc.,
                              12.00%, 10/15/06                        667,500
                 500,000   Key Components, Inc., 10.50%,
                            6/1/08 (Acquired 5/21/98,
                              Cost $500,000)(1)                       480,625

                                              See Notes to Financial Statements


10      1-800-345-2021


High-Yield--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                     (Continued)
OCTOBER 31, 1998

Principal Amount                                                      Value
- --------------------------------------------------------------------------------
              $1,000,000   United Rentals, Inc., 9.50%,
                              6/1/08 (Acquired
                              5/21/98-7/7/98,
                              Cost $1,007,813)(1)                    $985,000
                                                                 --------------
                                                                    2,133,125
                                                                 --------------
PAPER & FOREST PRODUCTS--6.2%
                 750,000   Ainsworth Lumber Co. Ltd., PIK,
                              12.50%, 7/15/07                         668,438
                 500,000   Gaylord Container Corp., Series B,
                            9.75%, 6/15/07 (Acquired
                                9/30/97-1/15/98,
                              Cost $499,063)(1)                       381,250
                 500,000   Grupo Industrial Durango, S.A. de
                              C.V., 12.625%, 8/1/03                   378,750
                 355,000   Printpack Inc., 10.625%,
                              8/15/06                                 351,894
                 250,000   Repap New Brunswick, 10.625%,
                              4/15/05                                 165,000
                                                                 --------------
                                                                    1,945,332
                                                                 --------------
RETAIL (SPECIALTY)--2.8%
                 250,000   Diamond Triumph Auto, 9.25%,
                              4/1/08 (Acquired 3/25/98,
                              Cost $250,000)(1)                       243,750
                 750,000   Sonic Automotive, Inc., 11.00%,
                            8/1/08 (Acquired 7/28/98,
                              Cost $744,375)(1)                       630,000
                                                                 --------------
                                                                      873,750
                                                                 --------------
RUBBER & PLASTICS--3.2%
                 750,000   Day International Group Inc.,
                              9.50%, 3/15/08                          679,688
                 500,000   Graham Packaging Co., Series B,
                              9.46%, 1/15/09(2)                       315,000
                                                                 --------------
                                                                      994,688
                                                                 --------------
STEEL--3.5%
                 750,000   GS Technologies, 12.25%,
                              10/1/05                                 645,938
                 500,000   Keystone Consolidated Industries,
                              Inc., 9.625%, 8/1/07 (Acquired
                              9/30/97-10/1/97,
                              Cost $514,063)(1)                       450,625
                                                                 --------------
                                                                    1,096,563
                                                                 --------------
TELEPHONE COMMUNICATIONS--11.5%
               1,000,000   Allegiance Telecom Inc., Series B,
                              10.64%, 2/15/08(2)                      410,000
               1,000,000   DTI Holdings Inc., Series B,
                              11.25%, 3/1/08(2)                       327,500
                 500,000   Global Crossing Holdings Ltd.,
                            9.625%, 5/15/08 (Acquired
                              5/13/98, Cost $496,075)(1)              490,000
               1,000,000   GST USA, Inc., 9.63%,
                              12/15/05(2)                             655,000
                 750,000   IDT Corp., 8.75%, 2/15/06                  661,875

Principal Amount/Shares                                                Value
- --------------------------------------------------------------------------------
              $  250,000   Intermedia Communications Inc.,
                              8.97%, 7/15/02(2)                      $168,750
                 500,000   Qwest Communications
                           International Inc., 7.50%,
                           11/1/08 (Acquired 10/28/98,
                            Cost $496,620)(1) 508,750
                 500,000   Qwest Communications
                          International Inc., Series B,
                             6.99%, 2/1/03 (Acquired
                              7/9/98, Cost $366,875)(1)(2)            367,500
                                                                 --------------
                                                                    3,589,375
                                                                 --------------
TRANSPORTATION--3.1%
                 750,000   Atlas Air, Inc., 10.75%, 8/1/05            738,750
                 250,000   Kitty Hawk, Inc., 9.95%,
                              11/15/04                                240,000
                                                                 --------------
                                                                      978,750
                                                                 --------------
 WIRELESS COMMUNICATIONS--8.8%
                 500,000   Centennial Cellular Corp., 8.875%,
                              11/1/01                                 503,125
                 250,000   Metrocall, Inc., 10.375%,
                              10/1/07                                 233,750
                 250,000   Microcell Telecommunications Inc.,
                              11.36%, 6/1/06(2)                       164,063
                 500,000   NEXTEL Communications, Inc.,
                              8.47%, 8/15/04(2)                       468,750
                 750,000   Orange plc, 8.00%, 8/1/08                  738,750
                 500,000   Paging Network, Inc., 10.00%,
                              10/15/08                                486,250
                 500,000   Telesystem International Wireless
                              Inc., Series C, 9.56%, 11/1/07
                              (Acquired 10/22/97,
                              Cost $299,575)(1)(2)                    160,000
                                                                 --------------
                                                                    2,754,688
                                                                 --------------
TOTAL CORPORATE BONDS                                              28,502,256
                                                                 --------------
   (Cost $33,244,631)

PREFERRED STOCKS & WARRANTS--0.7%
COMPUTER SOFTWARE & SERVICES--0.7%
                     257   Concentric Network Corp.                   193,393
                                                                 --------------
TELEPHONE COMMUNICATIONS(3)
                   1,000   Allegiance Telecom Inc. Warrants             2,125
                   5,000   DTI Holdings Inc. Warrants                   5,625
                                                                 --------------
                                                                        7,750
                                                                 --------------
TOTAL PREFERRED STOCKS & WARRANTS                                     201,143
                                                                 --------------
   (Cost $250,000)

See Notes to Financial Statements


                                                 www.americancentury.com      11


High-Yield--Schedule of Investments
- --------------------------------------------------------------------------------
                                                                     (Continued)
OCTOBER 31, 1998

Principal Amount                                                      Value
- --------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS--8.1%
              $2,540,000   FHLMC Discount Notes, 5.42%,
                              11/2/98(4)                           $2,540,000
                                                                 --------------
   (Cost $2,539,618)

TOTAL INVESTMENT SECURITIES--100.0%                               $31,243,399
                                                                 ==============
   (Cost $36,034,249)

NOTES TO SCHEDULE OF INVESTMENTS

FHLMC = Federal Home Loan Mortgage Corporation

PIK = Payment in Kind. Coupon payments may be in the form of additional bonds.

(1)  Security was purchased  under Rule 144A of the Securities Act of 1933 or is
     a private  placement and, unless  registered under the Act or exempted from
     registration,  may only be sold to qualified institutional  investors.  The
     aggregate  value  of  restricted   securities  at  October  31,  1998,  was
     $9,284,563, which represented 28.8% of net assets. None of these securities
     are considered to be illiquid.

(2)  Step-coupon  security.  Yield to maturity at purchase is  indicated.  These
     securities become interest bearing at a predetermined  rate and future date
     and are purchased at a substantial discount from their value at maturity.

(3) Industry is less than 0.05% of total investment securities.

(4) Rate disclosed is the yield to maturity at purchase.

- --------------------------------------------------------------------------------
UNDERSTANDING  THE  SCHEDULE  OF  INVESTMENTS--This  schedule  tells  you  which
investments the fund owned on the last day of the reporting period.

The schedule includes:

* a list of each investment

* the principal (dollar) amount of each bond or the number of shares of each
  stock

* the market value of each investment

* the percentage of total investments in each industry

* the percent and dollar breakdown of each investment category

                                              See Notes to Financial Statements


12      1-800-345-2021


Statement of Assets and Liabilities
- --------------------------------------------------------------------------------
OCTOBER 31, 1998

ASSETS
Investment securities, at value
  (identified cost of $36,034,249) (Note 3) ..............        $  31,243,399
Cash .....................................................              380,312
Receivable for investments sold ..........................              505,000
Interest receivable ......................................              683,539
                                                                  -------------
                                                                     32,812,250
                                                                  -------------
LIABILITIES
Disbursements in excess
  of demand deposit cash .................................               19,615
Payable for investments purchased ........................              496,620
Payable for capital shares redeemed ......................               30,429
Accrued management fees (Note 2) .........................               23,367
Dividends payable ........................................               13,286
                                                                  -------------
                                                                        583,317
                                                                  -------------
Net Assets ...............................................        $  32,228,933
                                                                  =============

CAPITAL SHARES, $0.01 PAR VALUE
Authorized ...............................................          200,000,000
                                                                  =============

Outstanding ..............................................            3,692,330
                                                                  =============

Net Asset Value Per Share ................................        $        8.73
                                                                  =============

NET ASSETS CONSIST OF:
Capital (par value and paid in surplus) ..................        $  36,989,804
Accumulated undistributed net realized
  gain from investment transactions ......................               29,979
Net unrealized depreciation
  on investments (Note 3) ................................           (4,790,850)
                                                                  -------------
                                                                  $  32,228,933
                                                                  =============

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF ASSETS AND  LIABILITIES--This  statement details
what the fund owns (assets),  what it owes (liabilities),  and its net assets as
of the last day of the period.  If you subtract  what the fund owes from what it
owns, you get the fund's net assets.  The net assets divided by the total number
of shares  outstanding  gives you the price of an individual  share,  or the net
asset value per share.

NET ASSETS are also broken out by capital (money invested by shareholders);  net
gains earned but not yet paid out to  shareholders  or net losses on  investment
activity (known as realized gains or losses);  and gains or losses on securities
still owned by the fund (known as unrealized appreciation or depreciation). This
breakout tells you the value of net assets that are performance-related, such as
investment gains or losses,  and the value of net assets that are not related to
performance, such as shareholder investments and redemptions.

See Notes to Financial Statements


                                                 www.americancentury.com      13


Statement of Operations
- --------------------------------------------------------------------------------
YEAR ENDED OCTOBER 31, 1998

INVESTMENT INCOME
Income:
Interest ................................................           $ 2,536,595
                                                                    -----------
Expenses (Note 2):
Management fees .........................................               245,103
Directors' fees and expenses ............................                   231
                                                                    -----------
                                                                        245,334
                                                                    -----------
Net investment income ...................................             2,291,261
                                                                    -----------

REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
(NOTE 3)
Net realized gain on investments ........................                29,979
Change in net unrealized
  depreciation on investments ...........................            (4,679,178)
                                                                    -----------
Net realized and unrealized
  loss on investments ...................................            (4,649,199)
                                                                    -----------
Net Decrease in Net Assets
  Resulting from Operations .............................           $(2,357,938)
                                                                    ===========

- --------------------------------------------------------------------------------
UNDERSTANDING  THE STATEMENT OF  OPERATIONS--This  statement breaks down how the
fund's  net  assets  changed  during  the  period  as a  result  of  the  fund's
operations.  It tells you how much money the fund made or lost after taking into
account income,  fees and expenses,  and investment gains or losses. It does not
include shareholder transactions and distributions.

Fund OPERATIONS include:

* interest income earned from investments

* management fees and other expenses

* gains or losses from selling investments (known as realized gains or losses)

* gains or losses on current fund holdings (known as unrealized appreciation or
  depreciation)

                                              See Notes to Financial Statements


14      1-800-345-2021


Statements of Changes in Net Assets
- --------------------------------------------------------------------------------
YEAR ENDED OCTOBER 31, 1998 AND PERIOD SEPTEMBER 30, 1997 (INCEPTION) THROUGH
OCTOBER 31, 1997

Increase in Net Assets:                               1998             1997

OPERATIONS
Net investment income ....................      $  2,291,261       $     69,472
Net realized gain on investments .........            29,979               --
Change in net unrealized
  depreciation on investments ............        (4,679,178)          (111,672)
                                                ------------       ------------
Net decrease in net assets
  resulting from operations ..............        (2,357,938)           (42,200)
                                                ------------       ------------

DISTRIBUTIONS TO
SHAREHOLDERS
From net investment income ...............        (2,291,261)           (69,472)
                                                ------------       ------------

CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold ................        59,205,875         11,671,040
Proceeds from reinvestment
  of distributions .......................         1,965,445             65,996
Payments for shares redeemed .............       (35,365,180)          (553,372)
                                                ------------       ------------
Net increase in net assets
  from capital share transactions ........        25,806,140         11,183,664
                                                ------------       ------------
Net increase in net assets ...............        21,156,941         11,071,992

NET ASSETS
Beginning of period ......................        11,071,992               --
                                                ------------       ------------
End of period ............................      $ 32,228,933       $ 11,071,992
                                                ============       ============

TRANSACTIONS IN
SHARES OF THE FUND
Sold .....................................         5,938,245          1,166,684
Issued in reinvestment
  of distributions .......................           200,982              6,666
Redeemed .................................        (3,564,707)           (55,540)
                                                ------------       ------------
Net increase .............................         2,574,520          1,117,810
                                                ============       ============

- --------------------------------------------------------------------------------
UNDERSTANDING THE STATEMENTS OF CHANGES IN NET ASSETS--This  statement shows how
the fund's net assets  changed over the past two reporting  periods.  It details
how much a fund grew or shrank as a result of:

* operations--a summary of the Statement of Operations from the previous page
  for the most recent period

* distributions--income and gains distributed to shareholders

* share transactions--shareholders' purchases, reinvestments, and redemptions

Net  assets  at the  beginning  of  the  period  plus  the  sum  of  operations,
distributions  to  shareholders  and capital  share  transactions  result in net
assets at the end of the period.

See Notes to Financial Statements


                                                 www.americancentury.com      15


Notes to Financial Statements
- --------------------------------------------------------------------------------
OCTOBER 31, 1998

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION--American  Century  Mutual Funds,  Inc. (the  Corporation)  is
registered under the Investment  Company Act of 1940 as an open-end  diversified
management  investment  company.  American Century - Benham High-Yield Fund (the
Fund) is one of the twelve series of funds issued by the Corporation. The Fund's
investment  objective  is  to  seek  high  current  income  by  investing  in  a
diversified  portfolio of high-yielding  corporate bonds,  debentures and notes.
The Fund invests primarily in lower-rated debt securities,  which are subject to
greater credit risk and consequently offer higher yield. Securities of this type
are subject to substantial risks including price volatility,  liquidity risk and
default  risk.  The Fund is  authorized  to issue two  classes  of  shares:  the
Investor  Class  and  the  Advisor  Class.  The two  classes  of  shares  differ
principally in their respective  shareholder servicing and distribution expenses
and arrangements. All shares of the Fund represent an equal pro rata interest in
the assets of the class to which such shares belong,  and have identical voting,
dividend, liquidation and other rights and the same terms and conditions, except
for class specific  expenses and exclusive  rights to vote on matters  affecting
only individual  classes.  Sale of the Advisor Class had not commenced as of the
report date.  The following  significant  accounting  policies are in accordance
with generally accepted accounting principles.

     SECURITY  VALUATIONS--Portfolio  securities are valued through a commercial
pricing  service or at the mean of the most  recent bid and asked  prices.  When
valuations  are not readily  available,  securities  are valued at fair value as
determined in accordance with procedures adopted by the Board of Directors.

     SECURITY  TRANSACTIONS--Security  transactions  are accounted for as of the
trade date. Net realized gains and losses are determined on the identified  cost
basis, which is also used for federal income tax purposes.

     INVESTMENT  INCOME--Interest  income is recorded  on the accrual  basis and
includes accretion of discounts and amortization of premiums.

     REPURCHASE  AGREEMENTS--The Fund may enter into repurchase  agreements with
institutions that the Fund's  investment  manager,  American Century  Investment
Management,  Inc. (ACIM),  has determined are creditworthy  pursuant to criteria
adopted by the Board of  Directors.  Each  repurchase  agreement  is recorded at
cost. The Fund requires that the collateral, represented by securities, received
in a  repurchase  transaction  be  transferred  to  the  custodian  in a  manner
sufficient  to enable  the Fund to  obtain  those  securities  in the event of a
default under the repurchase  agreement.  ACIM monitors,  on a daily basis,  the
securities  transferred to ensure the value,  including accrued interest, of the
securities  under each repurchase  agreement is equal to or greater than amounts
owed to the Fund under each repurchase agreement.

     JOINT  TRADING  ACCOUNT--Pursuant  to an  Exemptive  Order  issued  by  the
Securities  and  Exchange  Commission,  the Fund,  along with  other  registered
investment  companies  having  management  agreements  with ACIM,  may  transfer
uninvested  cash  balances  into a joint  trading  account.  These  balances are
invested in one or more repurchase agreements that are collateralized by U.S.
Treasury or Agency obligations.

     INCOME TAX STATUS--It is the Fund's policy to distribute all net investment
income and net realized  gains to  shareholders  and to  otherwise  qualify as a
regulated  investment company under the provisions of the Internal Revenue Code.
Accordingly, no provision has been made for federal or state income taxes.

     DISTRIBUTIONS TO SHAREHOLDERS--Distributions from net investment income are
declared daily and distributed  monthly.  Distributions  from net realized gains
are declared and paid annually.

     The  character of  distributions  made during the year from net  investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes.  These differences  reflect the differing character
of certain income items and net gains and losses for financial statement and tax
purposes and may result in reclassification among certain capital accounts.

     ADDITIONAL INFORMATION--Funds  Distributor, Inc. (FDI) is the Corporation's
distributor. Certain officers of FDI are also officers of the Corporation.


16      1-800-345-2021


Notes to Financial Statements
- --------------------------------------------------------------------------------
                                                                     (Continued)
OCTOBER 31, 1998

- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH RELATED PARTIES

     The  Corporation  has entered  into a Management  Agreement  with ACIM that
provides the Fund with investment  advisory and management  services in exchange
for a single,  unified management fee per class. The Agreement provides that all
expenses of the Fund, except brokerage commissions, taxes, interest, expenses of
those  directors who are not considered  "interested  persons" as defined in the
Investment  Company  Act of 1940  (including  counsel  fees)  and  extraordinary
expenses, will by paid by ACIM. The fee is computed daily and paid monthly based
on the Fund's class average  closing net assets during the previous  month.  The
annual management fee for the Investor Class is 0.90%.

     The Board of Directors  adopted the Advisor Class Master  Distribution  and
Shareholder  Services Plan (the Plan),  pursuant to Rule 12b-1 of the Investment
Company  Act of 1940.  The Plan  provides  that the Fund will pay ACIM an annual
distribution  fee equal to 0.25% and  service  fee equal to 0.25%.  The fees are
computed  daily and paid  monthly  based on the Advisor  Class's  average  daily
closing net assets  during the previous  month.  The  distribution  fee provides
compensation for distribution  expenses incurred by financial  intermediaries in
connection  with  distributing  shares of the Advisor Class  including,  but not
limited to, payments to brokers,  dealers, and financial  institutions that have
entered into sales  agreements  with respect to shares of the Fund.  The service
fee provides  compensation for shareholder and administrative  services rendered
by ACIM, its affiliates or independent third party providers.

     Certain  officers and directors of the Corporation are also officers and/or
directors,  and,  as a  group,  controlling  stockholders  of  American  Century
Companies,  Inc., the parent of the Corporation's  investment manager, ACIM, and
the Corporation's transfer agent, American Century Services Corporation.

- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

     Purchases and sales of securities,  excluding short-term investments,  were
$38,703,183 and $16,861,743, respectively.

     As of  October  31,  1998,  accumulated  net  unrealized  depreciation  was
$4,796,775,  based on the aggregate cost of  investments  for federal income tax
purposes of $36,040,174,  which consisted of unrealized  appreciation of $22,763
and unrealized depreciation of $4,819,538.


                                                 www.americancentury.com      17


High-Yield--Financial Highlights
- --------------------------------------------------------------------------------
FOR A SHARE OUTSTANDING THROUGHOUT THE YEARS ENDED OCTOBER 31 (EXCEPT AS NOTED)

                                                    1998            1997(1)
PER-SHARE DATA
Net Asset Value, Beginning of Period ......     $     9.91       $    10.00
                                                ----------       ----------
Income From Investment Operations
  Net Investment Income ...................           0.83             0.06
  Net Realized and Unrealized
  Loss on Investment Transactions .........          (1.18)           (0.09)
                                                ----------       ----------
Total From Investment Operations ..........          (0.35)           (0.03)
                                                ----------       ----------
Distributions
  From Net Investment Income ..............          (0.83)           (0.06)
                                                ----------       ----------
Net Asset Value, End of Period ............     $     8.73       $     9.91
                                                ==========       ==========
  Total Return(2) .........................          (4.09)%          (0.27)%

RATIOS/SUPPLEMENTAL DATA
Ratio of Operating Expenses
to Average Net Assets .....................           0.90%            0.90%(3)
Ratio of Net Investment Income
to Average Net Assets .....................           8.41%            7.39%(3)
Portfolio Turnover Rate ...................             85%            --
Net Assets, End of Period
(in thousands) ............................     $   32,229       $   11,072

(1) September 30, 1997 (inception) through October 31, 1997.

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

(3) Annualized.

- --------------------------------------------------------------------------------
UNDERSTANDING THE FINANCIAL  HIGHLIGHTS--This  statement itemizes current period
activity and  statistics and provides  comparison  data for the last five fiscal
years (or less, if the fund is not five years old).

On a per-share basis, it includes:

* share price at the beginning of the period

* investment income and capital gains or losses

* distributions of income and capital gains paid to shareholders

* share price at the end of the period

It also includes some key statistics for the period:

* total return--the overall percentage return of the fund, assuming reinvestment
  of all distributions

* expense ratio--operating expenses as a percentage of average net assets

* net income ratio--net investment income as a percentage of average net assets

* portfolio turnover--the percentage of the portfolio that was replaced

                                              See Notes to Financial Statements


18      1-800-345-2021


Independent Auditors' Report
- --------------------------------------------------------------------------------

The Board of Directors and Shareholders,
American Century Mutual Funds, Inc.:

We have audited the accompanying statement of assets and liabilities,  including
the schedule of investments,  of American Century - Benham  High-Yield Fund (the
"Fund"),  one of the funds comprising American Century Mutual Funds, Inc., as of
October 31, 1998,  and the related  statements of  operations  for the year then
ended and  changes  in net  assets  for the year then  ended and for the  period
September  30, 1997  (inception)  through  October 31, 1997,  and the  financial
highlights  for  the  periods  presented.  These  financial  statements  and the
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to express an opinion on these  financial  statements and the
financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about whether the financial  statements and the financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned at October
31,  1998 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  such  financial  statements  and financial  highlights  present
fairly, in all material  respects,  the financial position of American Century -
Benham High Yield Fund as of October 31,  1998,  the results of its  operations,
the changes in its net assets,  and the financial  highlights for the respective
stated periods in conformity with generally accepted accounting principles.


Deloitte & Touche LLP
Kansas City, Missouri
December 8, 1998


                                                 www.americancentury.com      19


Retirement Account Information
- --------------------------------------------------------------------------------

RETIREMENT ACCOUNT INFORMATION

     As required by law, any  distributions  you receive from an IRA and certain
403(b)  distributions [not eligible for rollover to an IRA or to another 403(b)]
are subject to federal  income tax  withholding  at the rate of 10% of the total
amount withdrawn,  unless you elect not to have withholding  apply. If you don't
want us to withhold on this amount, you may send us a written notice not to have
the federal  income tax  withheld.  Your written  notice is valid for six months
from the date of receipt at American Century.  Even if you plan to roll over the
amount you withdraw to another tax-deferred  account, the withholding rate still
applies to the withdrawn  amount unless we have received a written notice not to
withhold federal income tax within six months prior to the withdrawal.

     When you plan to withdraw,  you may make your  election by  completing  our
Exchange/Redemption  form or an IRS Form W-4P. Call American  Century for either
form.  Your  written  election  is valid  for only six  months  from the date of
receipt at American Century. You may revoke your election at any time by sending
a written notice to us.

     Remember, even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable  portion of your  withdrawal.  If you elect
not to have income tax  withheld or you don't have enough  income tax  withheld,
you may be  responsible  for payment of estimated  tax. You may incur  penalties
under the estimated tax rules if your withholding and estimated tax payments are
not sufficient.


20      1-800-345-2021


Background Information
- --------------------------------------------------------------------------------

INVESTMENT PHILOSOPHY AND POLICIES

     The Benham Group offers 38  fixed-income  funds,  ranging from money market
funds to long-term bond funds and including  both taxable and tax-exempt  funds.
Each fund is  managed  to  provide  a "pure  play" on a  specific  sector of the
fixed-income market. To ensure adherence to this principle,  the basic structure
of each fund's  portfolio  is tied to a specific  market  index.  Fund  managers
attempt  to add  value by making  modest  portfolio  adjustments  based on their
analysis of  prevailing  market  conditions.  Investment  decisions  are made by
management teams, which meet regularly to discuss market analysis and investment
strategies.

     In addition to these principles, each fund has its own investment policies:

     HIGH-YIELD seeks to provide a high level of interest income by investing in
a diversified portfolio of high-yielding fixed-income securities. As a secondary
objective,  the fund seeks capital  appreciation.  The fund invests primarily in
lower-quality corporate bonds, with an emphasis on securities rated BB or B. The
fund  has  no  average  maturity  limitations,   but  it  typically  invests  in
intermediate- and long-term bonds.

     Lower-rated  bonds may be subject to greater default risk,  liquidity risk,
and price volatility.

COMPARATIVE INDICES

     The  index  listed  below  is  used  in the  report  for  fund  performance
comparisons. It is not an investment product available for purchase.

     The DLJ HIGH YIELD  INDEX is a broad index of  corporate  bonds with credit
ratings below investment grade. The index has an average maturity of 8 years and
an average credit rating of BB/B.

LIPPER RANKINGS

     LIPPER INC. is an independent mutual fund ranking service that groups funds
according to their investment  objectives.  Rankings are based on average annual
returns for each fund in a given  category for the periods  indicated.  Rankings
are not  included  for  periods  less than one year.  The  Lipper  category  for
High-Yield is:

     HIGH  CURRENT  YIELD  FUNDS--funds  that  aim at high  current  yield  from
fixed-income  securities.  No quality or  maturity  restrictions;  funds tend to
invest in lower-grade debt issues.

CREDIT RATING GUIDELINES

     Credit  ratings  are  issued  by  independent  research  companies  such as
Standard  & Poor's  and  Moody's.  Ratings  are based on an  issuer's  financial
strength and ability to pay interest and principal in a timely manner.

     Securities  rated  AAA,  AA,  A, or BBB are  considered  "investment-grade"
securities,  meaning they are relatively safe from default.  The High-Yield fund
generally invests in securities that are below investment grade, including those
with the following credit ratings:

     BB--securities that are less vulnerable to default than other lower-quality
issues but do not quite meet investment-grade standards.

     B--securities that are more vulnerable to default than BB-rated  securities
but whose issuers are currently able to meet their obligations.

     CCC--securities  that are currently vulnerable to default and are dependent
on  favorable  economic  or  business  conditions  for the issuers to meet their
obligations.

     It's important to note that credit ratings are  subjective,  reflecting the
opinions of the rating agencies; they are not absolute standards of quality.

[right margin]

INVESTMENT TEAM LEADERS
  PORTFOLIO MANAGER
     THERESA FENNELL
  HIGH-YIELD ANALYSTS
     MICHAEL DIFLEY
     TANYA FLEISCHER


                                                 www.americancentury.com      21



Glossary
- --------------------------------------------------------------------------------

RETURNS

* TOTAL  RETURN  figures  show the overall  percentage  change in the value of a
hypothetical  investment  in  the  fund  and  assume  that  all  of  the  fund's
distributions are reinvested.

* AVERAGE ANNUAL RETURNS  illustrate the annually  compounded returns that would
have produced the fund's cumulative total returns if the fund's  performance had
been  constant  over the  entire  period.  Average  annual  returns  smooth  out
variations  in a fund's  return;  they are not the same as  fiscal  year-by-year
results.  For  fiscal  year-by-year  returns,  please  refer  to the  "Financial
Highlights" on page 18.

YIELDS

* 30-DAY SEC YIELD  represents net  investment  income earned by the fund over a
30-day period,  expressed as an annual percentage rate based on the fund's share
price at the end of the 30-day  period.  The SEC yield  should be regarded as an
estimate  of the  fund's  rate of  investment  income,  and it may not equal the
fund's  actual  income  distribution  rate,  the income paid to a  shareholder's
account, or the income reported in the fund's financial statements.

PORTFOLIO STATISTICS

* NUMBER OF SECURITIES--the number of different securities held by the fund on a
given date.

*  WEIGHTED  AVERAGE   MATURITY   (WAM)--a  measure  of  the  sensitivity  of  a
fixed-income  portfolio to interest rate changes. WAM indicates the average time
until the securities in the portfolio  mature,  weighted by dollar  amount.  The
longer the WAM, the more interest rate  exposure and  sensitivity  the portfolio
has.

*  AVERAGE  DURATION--another  measure  of  the  sensitivity  of a  fixed-income
portfolio to interest rate changes.  Duration is a time-weighted  average of the
interest  and  principal  payments  of the  securities  in a  portfolio.  As the
duration  of a portfolio  increases,  so does the impact of a change in interest
rates on the value of the portfolio.

* EXPENSE RATIO--the  operating expenses of the fund,  expressed as a percentage
of average net assets.  Shareholders pay an annual fee to the investment manager
for  investment  advisory  and  management  services.  The expenses and fees are
deducted from fund income, not from each shareholder account. (See Note 2 in the
Notes to Financial Statements.)

TYPES OF FIXED-INCOME SECURITIES

* CORPORATE  BONDS--debt  securities  or  instruments  issued by  companies  and
corporations. Short-term corporate securities are typically issued to raise cash
and cover  current  expenses in  anticipation  of future  revenues;  longer-term
corporate  securities are issued to finance  capital  expenditures,  such as new
plant construction or equipment purchases.


22      1-800-345-2021


Notes
- --------------------------------------------------------------------------------


                                                 www.americancentury.com      23


Notes
- --------------------------------------------------------------------------------


24      1-800-345-2021


[inside back cover]

American Century Funds

Benham Group(reg.sm)
TAXABLE BOND FUNDS
U.S. Treasury & Government
   Short-Term Treasury
   Short-Term Government
   GNMA
   Intermediate-Term Treasury
   Long-Term Treasury
   Inflation-Adjusted Treasury
   Target Maturities Trust: 2000
   Target Maturities Trust: 2005
   Target Maturities Trust: 2010
   Target Maturities Trust: 2015
   Target Maturities Trust: 2020
   Target Maturities Trust: 2025
Corporate & Diversified
   Limited-Term Bond
   Intermediate-Term Bond
   Bond
   Premium Bond
   High-Yield Bond
International
   International Bond

TAX-FREE & MUNICIPAL BOND FUNDS
Multiple-State
   Limited-Term Tax-Free
   Intermediate-Term Tax-Free
   Long-Term Tax-Free
   High-Yield Municipal
Single-State
   Arizona Intermediate-Term Municipal
   California High-Yield Municipal
   California Insured Tax-Free
   California Intermediate-Term Tax-Free
   California Limited-Term Tax-Free
   California Long-Term Tax-Free
   Florida Intermediate-Term Municipal

MONEY MARKET FUNDS
Taxable
   Capital Preservation
   Government Agency Money Market
   Premium Capital Reserve
   Premium Government Reserve
   Prime Money Market
Tax-Free & Municipal
   California Municipal Money Market
   California Tax-Free Money Market
   Florida Municipal Money Market
   Tax-Free Money Market

AMERICAN CENTURY[reg.sm] GROUP
Asset Allocation Funds
   Strategic Allocation: Conservative
   Strategic Allocation: Moderate
   Strategic Allocation: Aggressive
Balanced Fund
   Balanced
Conservative Equity Funds
   Income and Growth
   Equity Income
   Value
   Equity Growth
Specialty Funds
   Utilities
   Real Estate
   Global Natural Resources
   Global Gold
Small Cap Funds
   Small Cap Quantitative
   Small Cap Value

TWENTIETH CENTURY GROUP
Growth Funds
   Select
   Heritage
   Growth
   Ultra
Aggressive Growth Funds
   Vista
   Giftrust
   New Opportunities
International Growth Funds
   International Growth
   International Discovery
   Emerging Markets

GLOBAL
   Global Growth


Please call for a prospectus  or profile on any  American  Century  fund.  These
documents contain important information including charges and expenses,  and you
should read them carefully before you invest or send money.


[right margin]

[american century logo(reg.sm)]
American
Century

P.O. BOX 419200
KANSAS CITY, MISSOURI
64141-6200

INVESTOR SERVICES:
1-800-345-2021 OR 816-531-5575

AUTOMATED INFORMATION LINE:
1-800-345-8765

TELECOMMUNICATIONS DEVICE FOR THE DEAF:
1-800-634-4113 OR 816-444-3485

FAX: 816-340-7962

INTERNET: WWW.AMERICANCENTURY.COM


AMERICAN CENTURY MUTUAL FUNDS, INC.


INVESTMENT MANAGER
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
KANSAS CITY, MISSOURI

THIS  REPORT AND THE  STATEMENTS  IT  CONTAINS  ARE  SUBMITTED  FOR THE  GENERAL
INFORMATION OF OUR  SHAREHOLDERS.  THE REPORT IS NOT AUTHORIZED FOR DISTRIBUTION
TO  PROSPECTIVE  INVESTORS  UNLESS  PRECEDED  OR  ACCOMPANIED  BY  AN  EFFECTIVE
PROSPECTUS.

(c) 1998 AMERICAN CENTURY SERVICES CORPORATION
FUNDS DISTRIBUTOR, INC.


[recycled logo]
Recycled


[back cover]


American Century Investments                                     BULK RATE
P.O. Box 419200                                              U.S. POSTAGE PAID
Kansas City, MO 64141-6200                                   AMERICAN CENTURY
www.americancentury.com                                          COMPANIES



9812                              (c)1998 American Century Services Corporation
SH-BKT-14772                                            Funds Distributor, Inc.


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