TCI PORTFOLIOS INC, 485BPOS, 1996-03-20

TCI PORTFOLIOS INC
485BPOS, 1996-03-20

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As filed with the Securities and Exchange Commission on March 20, 1996

1933 Act File No. 33-14567; 1940 Act File No. 811-5188
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 _X__

Pre-Effective Amendment No.____ ____

Post-Effective Amendment No._18_ _X__

and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 _X__

Amendment No._18_

TCI PORTFOLIOS, INC.
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(Exact Name of Registrant as Specified in Charter)

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

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

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

Approximate Date of Proposed Public Offering: May 1, 1996

It is proposed that this filing become effective:

____ immediately upon filing pursuant to paragraph (b) of Rule 485
_X__ on May 1, 1996, pursuant to paragraph (b) of Rule 485
____ 60 days after filing pursuant to paragraph (a) of Rule 485
____ on [date] pursuant to paragraph (a)(1) of Rule 485
____ 75 days afer filing pursuant to paragraph (a)(2) of Rule 485
____ on [date] pursuant to paragraph (a)(2) of Rule 485

The Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1933 pursuant to Rule 24f-2. The Rule 24f-2 notice for the
fiscal year ended December 31, 1995, was filed on February 16, 1996.

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<PAGE>
<TABLE>
<CAPTION>
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CROSS REFERENCE SHEET
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<S> <C> <C> <C> <C> <C> <C>
ITEM PAGE PAGE PAGE PAGE PAGE
NO. NO. NO. NO. NO. NO.
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TCI TCI TCI TCI TCI
Growth Value Bal- Advan- Inter-
Part A. Pros- Pros- anced tage national
pectus pectus Pros- Pros- Pros-
pectus pectus pectus
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1. Cover Page Cover Cover Cover Cover Cover
Page Page Page Page Page
2. Synopsis -- -- -- -- --
3. Condensed Financial Information 3 -- 3 3 3
4. General Description of Registrant 11 13-14 13 13-14 14
5. Management of the Fund 10-11 12-13 12-13 12-13 12-13
6. Capital Stock and Other Securities 11 13 13-14 13-14 13-14
7. Purchase of Securities Being Offered 8 10 11 11 11
8. Redemption or Repurchase 8 10 11 11 11
9. Pending Legal Proceedings -- -- -- -- --
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Part B. - Statement of Additional Information
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10. Cover Page Cover Page
11. Table of Contents Cover Page
12. General Information --
13. Investment Objectives and Policies 2-8
14. Management of the Fund 9-12
15. Control Persons and Principal Holders of
Securities 12-13
16. Investment Advisory and Other Services 11-12
17. Brokerage Allocation 13-14
18. Capital Stock and Other Securities 12
19. Purchase, Redemptions and Pricing of
Securities Being Offered --
20. Tax Status --
21. Underwriters --
22. Calculation of Performance Data 8-9
23. Financial Statements 14
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</TABLE>

<PAGE>

TCI PORTFOLIOS, INC.
TCI Growth

Prospectus

MAY 1,
1996

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TCI Portfolios, Inc.
4500 Main Street * P.O. Box 419385
Kansas City, Mo. 64141-6385 * 1-800-345-3533
Local and international calls: 816-531-5575
Telecommunications device for the deaf:
1-800-345-1833 * In Missouri: 816-753-0070

This prospectus gives you information about TCI Portfolios that you should
know before investing. Keep it for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

TABLE OF CONTENTS
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Financial Highlights.....................................................3

INFORMATION REGARDING THE FUND

Investment Policies of the Fund..........................................4
Shareholders of TCI Portfolios...........................................4
Other Investment Policies................................................4
Repurchase Agreements.................................................4
Portfolio Lending.....................................................5
Foreign Securities....................................................5
Forward Currency Exchange Contracts...................................5
Derivative Securities.................................................6
Short Sales...........................................................7
When-Issued Securities................................................7
Rule 144A Securities..................................................7
Performance Advertising..................................................8

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price..............................................................8
Purchase and Redemption of Shares.....................................8
When Share Price is Determined........................................9
How Share Price is Determined.........................................9
Distributions............................................................9
Taxes...................................................................10
Management..............................................................10
Further Information About
TCI Portfolios, Inc..................................................11

FINANCIAL HIGHLIGHTS

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

INCOME FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
--------------------------------------- -----------------------------------------
Net Realized
and Unrealized Distributions
Gains (Losses) from Net
Net Asset on Investments Total Distributions Realized
Value, Net and Foreign from from Net Gains on
TCI Beginning Investment Currency Investment Investment Security Total
Growth of Period Income Transactions Operations Income Transactions Distributions
<S> <C> <C> <C> <C> <C> <C> <C>

Nov. 20, 1987
(inception) through
Dec. 31, 1987 $5.00 $ .07 $ .29 $ .36$ (.07) -- $(.07)
Year Ended
Dec. 31, 1988 5.29 .06 (.18) (.12) (.06) -- (.06)
Year Ended
Dec. 31, 1989 5.11 .06 1.41 1.47 (.06) $(.28) (.34)
Year Ended
Dec. 31, 1990 6.24 .06 (.14) (.08) -- -- --
Year Ended
Dec. 31, 1991 6.16 .04 2.51 2.55 (.07) -- (.07)
Year Ended
Dec. 31, 1992 8.64 .02 (.14) (.12) (.052) (.003) (.055)
Year Ended
Dec. 31, 1993 8.47 .03 .84 .87 (.023) -- (.023)
Year Ended
Dec. 31, 1994 9.32 .01 (.12) (.11) (.001) -- (.001)
Year Ended
Dec. 31, 1995 9.21 (.02) 2.88 2.86 (.011) -- (.011)
(table continued below)

RATIOS/SUPPLEMENTAL DATA
-------------------------------------------------------
(table continued) Ratio of Ratio of Net
Net Asset Operating Investment Net Assets,
Value, Expenses Income Portfolio End of
TCI End of Total to Average to Average Turnover Period
Growth Period Return Net Assets Net Assets Rate (in thousands)

Nov. 20, 1987
(inception) through
Dec. 31, 1987 $5.29 7.20% 1.00%* 7.2%* --* $ 319
Year Ended
Dec. 31, 1988 5.11 (2.26%) 1.00% 1.95% 354% 6,330
Year Ended
Dec. 31, 1989 6.24 28.70% 1.00% 1.53% 228% 35,222
Year Ended
Dec. 31, 1990 6.16 (1.24%) 1.00% 1.46% 271% 96,726
Year Ended
Dec. 31, 1991 8.64 41.86% 1.00% .62% 182% 255,592
Year Ended
Dec. 31, 1992 8.47 (1.33%) 1.00% .32% 135% 415,005
Year Ended
Dec. 31, 1993 9.32 10.30% 1.00% .35% 87% 775,689
Year Ended
Dec. 31, 1994 9.21 (1.17%) 1.00% .11% 115% 1,002,577
Year Ended
Dec. 31, 1995 12.06 31.10% .99% (.23%) 147% 1,461,124

*Annualized
</TABLE>

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

INFORMATION REGARDING THE FUNDS
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INVESTMENT POLICIES OF THE FUND

SHAREHOLDERS OF TCI PORTFOLIOS

TCI Portfolios will offer its shares only to insurance companies for the
purpose of funding variable annuity or variable life insurance contracts.
Although TCI Portfolios does not foresee any disadvantages to contract owners
due to the fact that it offers its shares as an investment medium for both
variable annuity and variable life products, the interests of various
contract owners participating in the funds of TCI Portfolios might at some
time be in conflict due to future differences in tax treatment of variable
products or other considerations. Consequently, TCI Portfolios' board of
directors will monitor events in order to identify any material
irreconcilable conflicts that may possibly arise and to determine what
action, if any, should be taken in response to such conflicts. If a conflict
were to occur, an insurance company separate account might be required to
withdraw its investments in the funds of TCI Portfolios and those funds might
be forced to sell securities at disadvantageous prices to fund such
withdrawal.

OTHER INVESTMENT POLICIES

For additional information regarding the fund and its investment
policies, see "Investment Restrictions Applicable to all Series of Shares" in
the statement of additional information.

REPURCHASE AGREEMENTS

agreed-upon repurchase price on the repurchase date. If the seller defaults,
the fund may incur costs in disposing of the collateral, which would reduce
the amount realized thereon. If the seller seeks relief under the bankruptcy
laws, the disposition of the collateral may be delayed or limited. To the
extent the value of the security decreases, the fund could experience a loss.
The fund will limit repurchase agreement transactions to transactions
with those commercial banks and broker-dealers whose creditworthiness has
been reviewed and found satisfactory by the fund's management pursuant to
criteria adopted by the fund's board of directors.

PORTFOLIO LENDING

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

FOREIGN SECURITIES

The fund may invest an unlimited amount of its assets in the securities
of foreign issuers when these securities meet its standards of selection. The
fund may make such investments either directly in foreign securities, or
indirectly by purchasing depositary receipts or depositary shares or similar
instruments for foreign securities ("DRs"). DRs are securities that are
issued in and are listed on exchanges or quoted in over-the-counter markets
in one country but represent shares of issuers domiciled in another country.
Investments in foreign securities may present certain risks, including
those resulting from fluctuations in currency exchange rates, future
political and economic developments, currency restrictions and devaluations,
securities clearance and settlement procedures, exchange control regulations,
reduced availability of public information concerning issuers, and the fact
that foreign issuers are not generally subject to uniform accounting,
auditing and financial reporting standards or to other regulatory practices
and requirements comparable to those applicable to domestic issuers.

FORWARD CURRENCY
EXCHANGE CONTRACTS

purchase or sell a specific currency at a future date at a specific price.
The fund may elect to enter into a forward currency exchange contract
with respect to a specific purchase or sale of a security, or with respect to
the fund's portfolio positions generally.
By entering into a forward currency exchange contract with respect to
the specific purchase or sale of a security denominated in a foreign
currency, the fund can "lock in" an exchange rate between the trade and
settlement dates for that purchase or sale. This practice is sometimes
referred to as "transaction hedging." The fund may enter into transaction
hedging contracts with respect to all or a substantial portion of its trades.
When the manager believes that a particular currency may decline in
value compared to the U.S. dollar, the fund may enter into a foreign currency
exchange contract to sell an amount of foreign currency equal to the value of
some or all of the fund's portfolio securities either denominated in, or
whose value is tied to, that currency. This practice is sometimes referred to
as "portfolio hedging." The fund may not enter into a portfolio hedging
transaction where the fund would be obligated to deliver an amount of foreign
currency in excess of the aggregate value of the fund's portfolio securities
or other assets denominated in, or whose value is tied to, that currency.
The fund will make use of portfolio hedging to the extent deemed
appropriate by the investment manager. However, it is anticipated that the
fund will enter into portfolio hedges much less frequently than transaction
hedges.
If the fund enters into a forward contract, the fund, when required,
will instruct its custodian bank to segregate cash or liquid high-grade
securities in a separate account in an amount sufficient to cover its
obligation under the contract. Those assets will be valued at market daily,
and if the value of the segregated securities declines, additional cash or
securities will be added so that the value of the account is not less than
the amount of the fund's commitment. At any given time, no more than 10% of
the fund's assets will be committed to a segregated account in connection
with portfolio hedging transactions.
Predicting the relative future values of currencies is very difficult,
and there is no assurance that any attempt to protect the fund against
adverse currency movements through the use of forward currency exchange
contracts will be successful. In addition, the use of forward currency
exchange contracts may limit the potential gains that might result from a
positive change in the relationship between the foreign currency and the U.S.
dollar.

DERIVATIVE SECURITIES

ence index, a fund investing in index/structured securities, in addition to
being exposed to the credit risk of the issuer of the security, will also
bear the market risk of changes in the reference index.
The board of directors has approved management's policy regarding
investments in derivative securities. That policy specifies factors that must
be considered in connection with a purchase of derivative securities. The
policy also establishes a committee that must review certain proposed
purchases before the purchases can be made. Management will report on fund
activity in derivative securities to the board of directors as necessary. In
addition, the board will review management's policy for investments in
derivative securities annually.

SHORT SALES

The fund may engage in short sales if, at the time of the short sale,
the fund owns or has the right to acquire an equal amount of the security
being sold short at no additional cost.
The fund may make a short sale when it wants to sell the security it
owns at a current attractive price, but also wishes to defer recognition of
gain or loss for federal income tax purposes and for purposes of satisfying
certain tests applicable to regulated investment companies under the Internal
Revenue Code.

WHEN-ISSUED SECURITIES

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

RULE 144A SECURITIES

The fund may invest up to 15% of its assets in illiquid securities
(securities that may not be sold within seven days at approximately the price
used in determining the net asset value of fund shares), including restricted
securities. Although securities which may be resold only to qualified
institutional buyers in accordance with the provisions of Rule 144A under the
Securities Act of 1933 are considered "restricted securities," the fund may
purchase Rule 144A securities without regard to the percentage limitations
described above when Rule 144A securities present an attractive investment
opportunity, otherwise meet the fund's criteria of selection, and also meet
the liquidity guidelines established for Rule 144A securities.
With respect to securities eligible for resale under Rule 144A, the
staff of the Securities and Exchange Commission has taken the position that
the liquidity of such securities in the portfolio of a fund offering
redeemable securities is a question of fact for the board of directors to
determine, such determination to be based upon a consideration of the readily
available trading markets and the review of any contractual restrictions.
Accordingly, the board of directors is responsible for developing and
establishing the guidelines and procedures for determining the liquidity of
Rule 144A securities. As allowed by Rule 144A, the board of directors of TCI
Portfolios has delegated the day-to-day function of determining the liquidity
of 144A securities to the investment manager. The board retains the
responsibility to monitor the implementation of the guidelines and procedures
it has adopted.
Since the secondary market for such securi-

ties will be limited to certain qualified institutional investors, their
liquidity may be limited accordingly and the fund may from time to time hold
a Rule 144A security that is illiquid. In such an event, TCI Portfolios will
consider appropriate remedies to minimize the effect on the fund's liquidity.

PERFORMANCE ADVERTISING

From time to time TCI Portfolios (or the insurance companies that use
TCI Portfolios to fund the benefits of variable annuity or variable life
insurance contracts) may advertise performance data. Fund performance may be
shown by presenting one or more performance measurements, including
cumulative total return and average annual total return.
Cumulative total return data is computed by considering all elements of
return, including reinvestment of dividends and capital gains distributions,
over a stated period of time. Average annual total return is determined by
computing the annual compounded return over a stated period of time that
would have produced the fund's cumulative total return over the same period
if the fund's performance had remained constant throughout.
TCI Portfolios may also include in advertisements data comparing
performance with the performance of non-related investment media, published
editorial comments and performance rankings compiled by independent
organizations (such as Lipper Analytical Services or Donoghue's Money Fund
Report) and publications that monitor the performance of mutual funds.
Performance information may be quoted numerically or may be represented in a
table, graph or other illustration. In addition, fund performance may be
compared to well-known indices of market performance, including the Standard
& Poor's (S&P) 500 Index, The Dow Jones Industrial Average, Donoghue's Money
Fund Average, the Shearson Lehman Intermediate Government Bond Index, the
constant maturity five-year U.S. Treasury Note Index and the Bank Rate
Monitor National Index of 21/2 -year CD rates. Fund performance may also be
compared to other funds in the Twentieth Century family. It may also be
combined or blended with other funds in the Twentieth Century family, and
that combined or blended performance may be compared to the same indices to
which the individual funds may be compared.
All performance information advertised by TCI Portfolios is historical
in nature and is not intended to represent or guarantee future results. The
value of fund shares when redeemed may be more or less than their original
cost.
PERFORMANCE FIGURES ADVERTISED BY TCI PORTFOLIOS SHOULD NOT BE USED FOR
COMPARATIVE PURPOSES BECAUSE THESE FIGURES WILL NOT INCLUDE CHARGES AND
DEDUCTIONS IMPOSED BY THE INSURANCE COMPANY SEPARATE ACCOUNT UNDER THE
VARIABLE ANNUITY OR VARIABLE LIFE INSURANCE CONTRACTS.

ADDITIONAL INFORMATION YOU SHOULD KNOW
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SHARE PRICE

PURCHASE AND
REDEMPTION OF SHARES

For instructions on how to purchase and redeem shares, read the
prospectus of your insurance company's separate account.
Shares of TCI Portfolios are sold and redeemed by TCI Portfolios at
their net asset value next determined after receipt by the insurance company
separate account of the order from the variable annuity or variable life
insurance contract owner to purchase or to redeem. There are no sales
commissions or redemption charges. However, certain sales or deferred sales
charges and other charges may apply to the variable annuity or life insurance
contracts. Those charges are disclosed in the separate account prospectus.

WHEN SHARE PRICE IS DETERMINED

The price of TCI Portfolios' shares is their net asset value. Net asset
value is determined at the close of business of the New York Stock Exchange,
usually 3 p.m. Central time, on each day that the Exchange is open. Requests
to redeem shares and investments received by the separate account before the
close of business of the Exchange are effective, and will receive the price
determined, on the day received. Redemption requests and investments received
thereafter are effective on, and receive the price determined as of, the
close of the Exchange the next day the Exchange is open.

HOW SHARE PRICE IS DETERMINED

The valuation of assets for determining net asset value may be
summarized as follows:
The portfolio securities of the fund, except as otherwise noted, listed
or traded on a stock exchange are valued at the latest sale price on the
exchange where they are primarily traded. If no sale is reported, the mean of
the latest bid and asked prices is used. Securities traded over the counter
are priced at the mean of the latest bid and asked prices, but will be valued
at the last sale price if required by regulations of the Securities and
Exchange Commission. When market quotations are not readily available,
securities and other assets are valued at fair value as determined in good
faith by the board of directors.
Debt securities not traded on a principal securities exchange are valued
through valuations obtained from a commercial pricing service or at the most
recent mean of the bid and asked prices provided by investment dealers in
accordance with procedures established by the board of directors.
Pursuant to a determination by TCI Portfolios' board of directors that
such value represents fair value, debt securities with maturities of 60 days
or less are valued at amortized cost. When a security is valued at amortized
cost, it is valued at its cost when purchased, and thereafter by assuming a
constant amortization to maturity of any discount or premium, regardless of
the impact of fluctuating interest rates on the market value of the
instrument.
The value of an exchange-traded foreign security is determined in its
national currency as of the close of trading on the foreign exchange on which
it is traded or as of the close of business of the New York Stock Exchange,
if that is earlier. That value is then converted to U.S. dollars at the
prevailing foreign exchange rate.
Trading in securities on European and Far Eastern securities exchanges
and over-the-counter markets is normally completed at various times before
the close of business on each day that the New York Stock Exchange is open.
If an event were to occur after the value of a security was established but
before the net asset value per share was determined which was likely to
materially change the net asset value, then that security would be valued at
fair value as determined by the board of directors. Trading of securities in
foreign markets may not take place on every New York Stock Exchange business
day. In addition, trading may take place in various foreign markets on
Saturdays or on other days when the New York Stock Exchange is not open and
on which the fund's net asset value is not calculated. Therefore, such
calculation does not take place contemporaneously with the determination of
the prices of many of the portfolio securities used in such calculation and
the value of the fund's portfolio may be affected on days when shares of the
fund may not be purchased or redeemed.

DISTRIBUTIONS

Internal Revenue Code, in all events in a manner consistent with the
provisions of the Investment Company Act. All distributions from the fund
will be reinvested in additional shares.
The board of directors may elect not to distribute capital gains in
whole or in part to take advantage of loss carryovers.

TAXES

TCI Portfolios intends to qualify as a "regulated investment company"
under Subchapter M of the Internal Revenue Code. For a discussion of the tax
status of your variable contract, refer to the prospectus of your insurance
company's separate account.

MANAGEMENT

Under the laws of the State of Maryland, the board of directors is
responsible for managing the business and affairs of TCI Portfolios. Acting
pursuant to an investment advisory agreement entered into with TCI
Portfolios, Investors Research Corporation ("Investors Research") serves as
the investment manager of TCI Portfolios. Its principal place of business is
Twentieth Century Tower, 4500 Main Street, Kansas City, Missouri 64111.
Investors Research has been providing investment advisory services to
investment companies and institutional investors since 1958. Certain
investments may be appropriate for TCI Portfolios and also for other clients
advised by Investors Research. Investment decisions are made with the
intention of achieving the respective investment objectives of Investors
Research's clients after consideration of such factors as their current
holdings, availability of cash for investment, and the size of their
investment generally. A particular security may be bought or sold for only
one client or in different amounts and at different times for more than one
but less than all clients. In addition, purchases or sales of the same
security may be made for two or more clients on the same date. Such
transactions will be allocated among clients in a manner believed by
Investors Research to be equitable to each. In some cases, this procedure
could have an adverse effect on the price or amount of the securities
purchased or sold by TCI Portfolios.
Investors Research supervises and manages the investment portfolio of
the fund and directs the purchase and sale of its investment securities.
Investors Research utilizes a team of portfolio managers, assistant portfolio
managers and analysts acting together to manage the assets of the fund. The
team meets regularly to review portfolio holdings and to discuss purchase and
sale activity. The team adjusts holdings in the fund's portfolio as they deem
appropriate in pursuit of the fund's investment objectives. Individual
portfolio manager members of the team may also adjust portfolio holdings of
the funds as necessary between team meetings.
The portfolio manager members of the TCI Growth team and their principal
business experience for the last five years are as follows:
JAMES E. STOWERS III, president and portfolio manager, joined Investors
Research in 1981. Mr. Stowers has been a portfolio manager member of the TCI
Growth team since its inception in 1987.
ROBERT C. PUFF, JR., executive vice president and chief investment
officer, has been a portfolio manager since joining Investors Research in
1983. In his position as Chief Investment Officer, Mr. Puff oversees the
investment activities of all of the teams that manage TCI Portfolios funds.
CHRISTOPHER K. BOYD, vice president and portfolio manager, joined
Investors Research in March 1988 as an investment analyst, a position he held
until December 1990. At that time he was promoted to assistant portfolio
manager and then was promoted to portfolio manager in December 1992.
DEREK FELSKE, vice president and portfolio manager, joined Investors
Research in September 1993 as a portfolio manager. From May 1991 to September
1993, Mr. Felske served as a member of the portfolio management team of RCM

Capital Management, San Francisco, California. Prior to May 1991, Mr.
Felske attended the University of Pennsylvania Wharton School of Business,
where he obtained an MBA in finance.
The activities of Investors Research are subject only to directions of
TCI Portfolios' board of directors. Investors Research pays all the expenses
of TCI Portfolios except brokerage, taxes, interest, fees, expenses of the
non-interested person directors (including counsel fees) and extraordinary
expenses.
For the foregoing services, Investors Research is paid a fee of 1% of
the average net assets of the fund during the year. The fee is paid and
computed on the first business day of each month by multiplying 1% of the
average daily closing net asset values of the shares of the fund during the
previous month by a fraction, the numerator of which is the number of days in
the previous month and the denominator of which is 365 (366 in leap years).
Many investment companies pay smaller investment management fees. However,
most if not all of such companies also pay, in addition to an investment
management fee, certain of their own expenses, while almost all of TCI
Portfolios' expenses, as noted above, are paid by Investors Research.
TCI Portfolios and Investors Research have adopted a Code of Ethics (the
"Code"), which restricts personal investing practices by employees of
Investors Research and its affiliates. Among other provisions, the Code
requires that employees with access to information about the purchase or sale
of securities in the fund's portfolios obtain preclearance before executing
personal trades. With respect to portfolio managers and other investment
personnel, the Code prohibits acquisition of securities in an initial public
offering, as well as profits derived from the purchase and sale of the same
security within 60 calendar days. These provisions are designed to ensure
that the interests of fund shareholders come before the interests of the
people who manage those funds.
Twentieth Century Services, Inc., 4500 Main Street, Kansas City,
Missouri 64111, acts as transfer agent and dividend paying agent of TCI
Portfolios. It provides facilities, equipment and personnel to TCI Portfolios
and is paid for such services by Investors Research. Certain administrative
and record keeping services that would otherwise be performed by Twentieth
Century Services, Inc. may be performed by the insurance company that
purchases TCI Portfolios' shares, and Investors Research may pay the
insurance company for such services.
Investors Research and Twentieth Century Services, Inc., are both wholly
owned by Twentieth Century Companies, Inc. James E. Stowers Jr., chairman and
chief executive officer of TCI Portfolios, controls Twentieth Century
Companies, Inc. by virtue of his ownership of a majority of its common stock.

FURTHER INFORMATION
ABOUT TCI PORTFOLIOS, INC.

net asset value of the shares voting for election of directors can elect all
of the directors if they choose to do so, and, in such event, the holders of
the remaining minority will not be able to elect any person or persons to the
board of directors.
An insurance company issuing a variable contract invested in shares
issued by TCI Portfolios will request voting instructions from contract
holders and will vote shares in proportion to the voting instructions
received.
In the event of the complete liquidation or dissolution of TCI
Portfolios, shareholders of each series of shares shall be entitled to
receive, pro rata, all of the assets less the liabilities of that series.
TCI PORTFOLIOS RESERVES THE RIGHT TO CHANGE ANY OF ITS POLICIES,
PRACTICES AND PROCEDURES DESCRIBED IN THIS PROSPECTUS, INCLUDING THE
STATEMENT OF ADDITIONAL INFORMATION, WITHOUT SHAREHOLDER APPROVAL EXCEPT IN
THOSE INSTANCES WHERE SHAREHOLDER APPROVAL IS EXPRESSLY REQUIRED.

TCI PORTFOLIOS, INC.
TCI Growth

Prospectus
May 1, 1996

[company logo]
TCI PORTFOLIOS, INC.
Part of the Twentieth Century
Family of Funds
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P.O. Box 419385
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Kansas City, Missouri
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64141-6385
1-800-345-3533 or 816-531-5575
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[company logo]
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IN-BKT-4182
9601 Recycled

<PAGE>

TCI PORTFOLIOS, INC.
TCI Value
Prospectus
MAY 1,
1996

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TABLE OF CONTENTS

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INFORMATION REGARDING THE FUND

Investment Policies of the Fund..........................................4
Shareholders of TCI Portfolios...........................................5
Other Investment Policies................................................5
Foreign Securities....................................................5
Equity Securities.....................................................5
Forward Currency Exchange Contracts...................................6
Portfolio Turnover....................................................7
Repurchase Agreements.................................................7
Index Futures Contracts...............................................7
Derivative Securities.................................................8
Portfolio Lending.....................................................8
When-Issued Securities................................................9
Short Sales...........................................................9
Rule 144A Securities..................................................9
Performance Advertising.................................................10

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price.............................................................10
Purchase and Redemption of Shares....................................10
When Share Price is Determined.......................................11
How Share Price is Determined........................................11
Distributions...........................................................11
Taxes...................................................................12
Management..............................................................12
Further Information About
TCI Portfolios, Inc..................................................13

INFORMATION REGARDING THE FUNDS
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INVESTMENT POLICIES OF THE FUND

TCI Portfolios has adopted certain investment restrictions applicable to
the fund that are set forth in the statement of additional information. Those
restrictions, as well as the investment objective of the fund, as identified
on the front cover page, and any other investment policies designated as
"fundamental" in this prospectus or in the statement of additional
information, cannot be changed without the approval of the shareholders
entitled to cast a majority of the outstanding votes of the corporation, as
defined by the Investment Company Act. The fund has implemented additional
investment policies and practices to guide its activities in the pursuit of
its investment objective. These policies and practices, which are described
throughout this prospectus, are not designated as fundamental policies and
may be changed without shareholder approval.
The investment objective of TCI Value is long-term capital growth.
Income is a secondary objective. The fund will seek to achieve its investment
objective by investing primarily in equity securities of well-established
companies with intermediate-to-large market capitalizations that are believed
by management to be undervalued at the time of purchase.
Securities may be undervalued because they are temporarily out of favor
in the market due to market decline, poor economic conditions, or actual or
anticipated unfavorable developments affecting the issuer of the security or
its industry, or because the market has overlooked them. Under normal market
conditions, the fund expects to invest at least 80% of the value of its total
assets in equity securities, which includes equity equivalents (see, "Other
Investment Policies - Equity Securities," page 5). The fund's investments
will typically be characterized by lower price-to-earnings, price-to-cash
flow and/or price-to-book value ratios relative to the equity market in
general. Its investments also may have above-average current dividend yields.
It is management's intention that the fund will primarily consist of
domestic equity securities. However, the fund also may invest in other types
of domestic or foreign securities consistent with the accomplishment of the
fund's objective. The other securities the fund may invest in are convertible
securities (see "Other Investment Policies -- Equity Securities," page 6),
preferred stocks, bonds, notes and debt securities of companies and debt
obligations of governments and their agencies. Investments in these
securities will be made when the manager believes that the total return
potential on these securities equals or exceeds the potential return on
common stocks.
The fund's holdings will be spread among industry groups that meet its
investment criteria to help reduce certain of the risks inherent in common
stock investments. These investments will primarily be securities listed on
major exchanges or traded in the over-the-counter markets.
With the exception of convertible securities (see, "Other Investment
Policies -- Equity Securities," page 6), the fund will limit purchases of
debt securities to "investment grade" obligations, which means that, at the
time of purchase, such obligations are rated within the four highest
categories by a nationally recognized statistical rating organization [for
example, at least Baa by Moody's Investors Service, Inc. ("Moody's") or BBB
by Standard & Poor's Corporation ("S&P")], or, if not rated, are of
equivalent investment quality as determined by management. There is no limit
on the amount of investments that can be made in securities rated in a
particular investment grade ratings category. According to Moody's, bonds
rated Baa are medium-grade and possess some speculative characteristics. A
BBB rating by S&P indicates S&P's belief that a security exhibits a
satisfactory degree of safety and capacity for repayment but is more
vulnerable to adverse economic conditions or changing circumstances.
In addition to other factors that will affect its value, the value of a
fund's investments in fixed income securities will change as prevailing
interest rates change. In general, the prices of such securi-

ties vary inversely with interest rates. As prevailing interest rates fall,
the prices of bonds and other securities that trade on a yield basis rise.
When prevailing interest rates rise, bond prices fall. These changes in value
may, depending upon the particular amount and type of fixed income securities
holdings of a fund, impact the net asset value of the fund's shares.
Notwithstanding the fact the fund will primarily invest in equity
securities, under exceptional market or economic conditions, the fund may
temporarily invest all or a substantial portion of its assets in cash or
investment grade short-term securities (denominated in U.S. dollars or
foreign currencies).
To the extent that the fund assumes a defensive position, it will not be
investing for capital growth.

SHAREHOLDERS OF TCI PORTFOLIOS

OTHER INVESTMENT POLICIES

For additional information regarding the fund and its investment
policies, see "Investment Restrictions Applicable to all Series of Shares" in
the statement of additional information.

FOREIGN SECURITIES

The fund may invest up to 25% of its assets in the securities of foreign
issuers, including debt securities of foreign governments and their
agen-cies, when these securities meet its standards of selection. The
principal business activities of such issuers will be located in developed
countries.
The fund may make such investments either directly in foreign securities
or indirectly by purchasing depositary receipts or depositary shares of
similar instruments ("DRs") for foreign securities. DRs are securities that
are listed on exchanges or quoted in the domestic over-the-counter markets in
one country but represent shares of issuers domiciled in another country.
Direct investments in foreign securities may be made either on foreign
securities exchanges or in the over-the-counter markets.
Subject to its investment objective and policies, the fund may invest in
common stocks, convertible securities, preferred stocks, bonds, notes and
other debt securities of foreign issuers and debt securities of foreign
governments and their agencies. The credit quality standards applicable to
domestic securities purchased by the fund are also applicable to its foreign
securities investments.
Investments in foreign securities may present certain risks, including
those resulting from fluctuations in currency exchange rates, future
political and economic developments, reduced availability of public
information concerning issuers, securities clearance and settlement
procedures, and the fact that foreign issuers are not generally subject to
uniform accounting, auditing and financial reporting standards or to other
regulatory practices and requirements comparable to those applicable to
domestic issuers.

EQUITY SECURITIES

In addition to investing in common stocks, the fund may invest in other
equity securities and equity equivalents. Other equity securities and
equity equivalents include securities that permit the fund to receive an
equity interest in an issuer, the opportunity to acquire an equity interest
in an issuer, or the opportunity to receive a return on its investment that
permits the fund to benefit from the growth over time in the equity of an
issuer. Examples of equity securities and equity equivalents include
preferred stock, convertible preferred stock and convertible debt securities.
The fund will limit its purchase of convertible debt securities to those
that, at the time of purchase, are rated at least B- by S&P or B3 by Moody's,
or if not rated by S&P or Moody's are of equivalent investment quality as
determined by management. Debt securities rated below the four highest
categories are not considered "investment grade" obligations. These
securities have speculative characteristics and present more credit risk than
investment grade obligations. (For a description of the S&P and Moody's
ratings categories, see "An Explanation of Fixed Income Securities Ratings,"
page 7 of the Statement of Additional Information.) Equity equivalents may
also include securities whose value or return is derived from the value or
return of a different security. An example of the type of derivative security
in which the fund might invest includes depositary receipts (see, "Other
Investment Policies - Derivative Securities," page 8).

FORWARD CURRENCY
EXCHANGE CONTRACTS

Some of the securities held by the fund may be denominated in foreign
currencies. Other securities, such as DRs, may be denominated in U.S. dollars
but have a value that is dependent on the performance of a foreign security,
as valued in the currency of its home country. As a result, the value of the
fund's portfolio may be affected by changes in the exchange rate between
foreign currencies and the U.S. dollar, as well as by changes in the market
value of the securities themselves. The performance of foreign currencies
relative to the dollar may be a factor in the fund's overall performance.
To protect against adverse movements in exchange rates between
currencies, the fund may, for hedging purposes only, enter into forward
currency exchange contracts. A forward currency exchange contract obligates
the fund to purchase or sell a specific currency at a future date at a
specific price.
The fund may elect to enter into a forward currency exchange contract
with respect to a specific purchase or sale of a security, or with respect to
the fund's portfolio positions generally.
By entering into a forward currency exchange contract with respect to
the specific purchase or sale of a security denominated in a foreign
currency, the fund can "lock in" an exchange rate between the trade and
settlement dates for that purchase or sale. This practice is sometimes
referred to as "transaction hedging." The fund may enter into transaction
hedging contracts with respect to all or a substantial portion of its foreign
securities trades.
When the manager believes that a particular currency may decline in
value compared to the dollar, the fund may enter into forward currency
exchange contracts to sell an amount of foreign currency equal to the value
of some or all of the fund's portfolio securities either denominated in, or
whose value is tied to, that currency. This practice is sometimes referred to
as "portfolio hedging." A fund may not enter into a portfolio hedging
transaction where the fund would be obligated to deliver an amount of foreign
currency in excess of the aggregate value of the fund's portfolio securities
or other assets denominated in, or whose value is tied to, that currency.
The fund will make use of portfolio hedging to the extent deemed
appropriate by the manager. However, it is anticipated that the fund will
enter into portfolio hedges much less frequently than transaction hedges.
If the fund enters into a forward currency exchange contract, the fund,
when required,

will instruct its custodian bank to segregate cash or liquid high-grade
securities in a separate account in an amount sufficient to cover its
obligation under the contract. Those assets will be valued at market daily,
and if the value of the segregated securities declines, additional cash or
securities will be added so that the value of the account is not less than
the amount of the fund's commitment. At any given time, no more than 10% of a
fund's assets will be committed to a segregated account in connection with
portfolio hedging transactions.
Predicting the relative future values of currencies is very difficult,
and there is no assurance that any attempt to protect the fund against
adverse currency movements through the use of forward currency exchange
contracts will be successful. In addition, the use of forward currency
exchange contracts tends to limit the potential gains that might result from
a positive change in the relationship between the foreign currency and the
U.S. dollar.

PORTFOLIO TURNOVER

Investment decisions to purchase and sell securities are based on the
anticipated contribution of the security in question to the fund's
objectives. Management believes that the rate of portfolio turnover is
irrelevant when it believes a change is in order to achieve those objectives
and, accordingly, the annual portfolio turnover rate cannot be accurately
predicted.
The portfolio turnover of the fund may be higher than other investment
companies with similar investment objectives. Higher turnover would generate
correspondingly greater brokerage commissions, which is a cost that the fund
pays directly. Portfolio turnover may also affect the character of capital
gains, if any, realized and distributed by the fund since short-term capital
gains are taxable as ordinary income.

REPURCHASE AGREEMENTS

The fund may invest up to 20% of its assets in repurchase agreements
when such transactions present an attractive short-term return on cash that
is not otherwise committed to the purchase of securities pursuant to the
fund's investment policies.
A repurchase agreement occurs when the fund purchases an
interest-bearing obligation from a bank or broker-dealer registered under the
Securities Exchange Act of 1934 and simultaneously agrees to sell it back on
a specified date in the future (usually less than one week later) at a higher
price. The repurchase price reflects an agreed-upon interest rate during the
time the fund's money is invested in the security and is considered by the
staff of the Securities and Exchange Commission to be a loan by the fund.
The fund's risk in connection with repurchase agreements is the ability
of the seller to pay the repurchase price on the repurchase date. If the
seller defaults, the fund may incur costs, delays or losses. Management
monitors the creditworthiness of sellers.
The fund will not invest more than 15% of its assets in repurchase
agreements maturing in more than seven days.
The fund will enter into repurchase agreements only with those
commercial banks and broker-dealers whose creditworthiness has been reviewed
and found satisfactory by the fund's management pursuant to criteria adopted
by the fund's board of directors.

INDEX FUTURES CONTRACTS

The fund may enter into domestic stock index futures contracts. An index
futures contract is an agreement to take or make delivery of an amount of
cash based on the difference between the value of the index at the beginning
and at the end of the contract period. Rather than actually purchasing the
securities of an index, the manager may purchase a futures contract, which
reflects the value of such underlying securities. For example, S&P 500
futures reflect the value of the underlying companies that comprise the S&P
500 Composite Stock Price Index. If the

aggregate market value of the underlying index securities increases or
decreases during the contract period, the value of the S&P 500 futures can be
expected to reflect such increase or decrease. As a result, the manager is
able to expose to the equity markets cash that is maintained by the fund to
meet anticipated redemptions or held for future investment opportunities.
Because futures generally settle within a day from the date they are closed
out (compared with three days for the types of equity securities primarily
invested in by the funds) the manager believes that this use of futures
allows the fund to effectively be fully invested in equity securities while
maintaining the liquidity needed by the fund.
When a fund enters into a futures contract, it must make deposit of cash
or high-quality debt securities, known as "initial margin," as partial
security for its performance under the contract. As the value of the index
fluctuates, either party to the contract is required to make additional
margin payments, known as "variation margin," to cover any additional
obligation it may have under the contract. Assets set aside by the fund as
initial or variable margin may not be disposed of so long as the fund
maintains the contract.
The fund may not purchase leveraged futures. The fund will deposit in a
segregated account with its custodian bank cash or high-quality debt
securities in an amount equal to the fluctuating market value of the index
contracts it has purchased, less any margin deposited on its position. The
fund will only invest in exchange-traded futures. In addition, the value of
index futures contracts purchased by a fund may not exceed 5% of the fund's
total assets.

DERIVATIVE SECURITIES

To the extent permitted by its investment objectives and policies, the
fund may invest in securities that are commonly referred to as "derivative"
securities. Certain derivative securities are more accurately described as
"index/ structured" securities. Index/structured securities are derivative
securities whose value or performance is linked to other equity securities
(such as DRs or S&P 500 futures), currencies, interest rates, indices or
other financial indicators ("reference indices"). The fund may not invest in
an index/structured security unless the reference index or the instrument to
which it relates is an eligible investment for the fund. For example, a
security whose underlying value is linked to the S&P 500 Index would be a
permissible investment since the fund may invest in the securities of
companies comprising the S&P 500 Index (assuming they otherwise meet the
other requirements for the fund), while a security whose underlying value is
linked to the price of oil would not be a permissible investment since the
fund may not invest in oil and gas leases or futures.
The return of an index/structured security may increase or decrease,
depending upon changes in the reference index. No purchases will be made of
index/structured securities having "leverage" characteristics. This means
that no investments will be made in securities whose change in underlying
value is a multiple of the change in the reference index. In no event will an
index/structured security be purchased if its value (or referenced value)
exceeds the available cash of the fund.
Because their performance is tied to a reference index, investing in
index/structured securities, in addition to being exposed to the credit risk
of the issuer of the security, will also expose the fund to the market risk
of changes in the reference index.
The fund's board of directors has approved management's policy regarding
investments in derivative securities. That policy specifies factors that must
be considered in connection with a purchase of derivative securities. The
policy also establishes a committee that must review certain proposed
purchases before the purchases can be made. Management will report on fund
activity in derivative securities to the board of directors

as necessary. In addition, the board will review management's policy for
investments in derivative securities annually.

PORTFOLIO LENDING

In order to realize additional income, the fund may lend its portfolio
securities to persons not affiliated with it and who are deemed to be
creditworthy. Such loans must be secured continuously by cash, collateral or
by irrevocable letters of credit maintained on a current basis in an amount
at least equal to the market value of the securities loaned. During the
existence of the loan, the fund must continue to receive the equivalent of
the interest and dividends paid by the issuer on the securities loaned and
interest on the investment of the collateral. The fund must have the right to
call the loan and obtain the securities loaned at any time on five days'
notice, including the right to call the loan to enable TCI Portfolios to vote
the securities. Such loans may not exceed one-third of the fund's net assets
valued at market. The portfolio lending policy described in this paragraph is
fundamental policy that may be changed only by a vote of TCI Portfolios'
shareholders.

WHEN-ISSUED SECURITIES

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

SHORT SALES

The fund may engage in short sales if, at the time of the short sale,
the fund owns or has the right to acquire an equal amount of the security
being sold short at no additional cost. These transactions allow the fund to
hedge against price fluctuations by locking in a sale price for securities it
does not wish to sell immediately.
The fund may make a short sale when it wants to sell the security it
owns at a current attractive price, but also wishes to defer recognition of
gain or loss for federal income tax purposes and for purposes of satisfying
certain tests applicable to regulated investment companies under the Internal
Revenue Code.

RULE 144A SECURITIES

The fund will not invest more than 15% of its assets in illiquid
securities (securities that may not be sold within seven days at
approximately the price used in determining the net asset value of fund
shares), including restricted securities. Although securities which may be
resold only to qualified institutional buyers in accordance with the
provisions of Rule 144A under the Securities Act of 1933 are considered
"restricted securities," the fund may purchase Rule 144A securities without
regard to the 15% limitation described above when Rule 144A securities
present an attractive investment opportunity that otherwise meets TCI
Portfolios' criteria of selection and also meets the liquidity guidelines
established for Rule 144A securities.
With respect to securities eligible for resale under Rule 144A, the
staff of the Securities and Exchange Commission has taken the position

that the liquidity of such securities in the portfolio of a fund offering
redeemable securities is a question of fact for the board of directors to
determine, such determination to be based upon a consideration of the readily
available trading markets and the review of any contractual restrictions.
Accordingly, the board of directors is responsible for developing and
establishing the guidelines and procedures for determining the liquidity of
Rule 144A securities. As allowed by Rule 144A, the board of directors of TCI
Portfolios has delegated the day-to-day function of determining the liquidity
of Rule 144A securities to the manager. The board retains the responsibility
to monitor the implementation of the guidelines and procedures it has
adopted.
Since the secondary market for such securities is limited to certain
qualified institutional investors, the liquidity of such securities may be
limited accordingly and a fund may, from time to time, hold a Rule 144A
security that is illiquid. In such an event, TCI Portfolios will consider
appropriate remedies to minimize the effect on such fund's liquidity.

PERFORMANCE ADVERTISING

From time to time TCI Portfolios (or the insurance companies that use
TCI Portfolios to fund the benefits of variable annuity or variable life
insurance contracts) may advertise performance data. Fund performance may be
shown by presenting one or more performance measurements, including
cumulative total return and average annual total return.
Cumulative total return data is computed by considering all elements of
return, including reinvestment of dividends and capital gains distributions,
over a stated period of time. Average annual total return is determined by
computing the annual compounded return over a stated period of time that
would have produced the fund's cumulative total return over the same period
if the fund's performance had remained constant throughout.
TCI Portfolios may also include in advertisements data comparing
performance with the performance of non-related investment media, published
editorial comments and performance rankings compiled by independent
organizations (such as Lipper Analytical Services) and publications that
monitor the performance of mutual funds. Performance information may be
quoted numerically or may be represented in a table, graph or other
illustration. In addition, fund performance may be compared to well-known
indices of market performance, including the Standard & Poor's (S&P) 500
Index, The Dow Jones Industrial Average and The S&P/Barra Value Index. Fund
performance may also be compared to other funds in the Twentieth Century
family. It may also be combined or blended with other funds in the Twentieth
Century family, and that combined or blended performance may be compared to
the same indices to which individual funds may be compared.
All performance information advertised by TCI Portfolios is historical
in nature and is not intended to represent or guarantee future results. The
value of fund shares when redeemed may be more or less than their original
cost.
PERFORMANCE FIGURES ADVERTISED BY TCI PORTFOLIOS SHOULD NOT BE USED FOR
COMPARATIVE PURPOSES BECAUSE THESE FIGURES WILL NOT INCLUDE CHARGES AND
DEDUCTIONS IMPOSED BY THE INSURANCE COMPANY SEPARATE ACCOUNT UNDER THE
VARIABLE ANNUITY OR VARIABLE LIFE INSURANCE CONTRACTS.

ADDITIONAL INFORMATION YOU SHOULD KNOW
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SHARE PRICE

PURCHASE AND
REDEMPTION OF SHARES

WHEN SHARE PRICE IS DETERMINED

HOW SHARE PRICE IS DETERMINED

that security would be valued at fair value as determined by the board of
directors. Trading of securities in foreign markets may not take place on
every New York Stock Exchange business day. In addition, trading may take
place in various foreign markets on Saturdays or on other days when the New
York Stock Exchange is not open and on which the fund's net asset value is
not calculated. Therefore, such calculation does not take place
contemporaneously with the determination of the prices of many of the
portfolio securities used in such calculation and the value of the fund's
portfolio may be affected on days when shares of the fund may not be
purchased or redeemed.

DISTRIBUTIONS

Distributions from net investment income and realized securities gains,
if any, generally are declared and paid once a year, but the fund may
make distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code, in all events in a manner
consistent with the provisions of the Investment Company Act. All
distributions from the fund will be reinvested in additional shares.
The board of directors may elect not to distribute capital gains in
whole or in part to take advantage of loss carryovers.

TAXES

MANAGEMENT

ROBERT C. PUFF, JR., Executive Vice President and Chief Investment
Officer, has been a Portfolio Manager for more than five years, having joined
Investors Research in 1983. In his position as Chief Investment Officer, Mr.
Puff oversees the investment activities of all of the teams that manage TCI
Portfolios funds.
PETER A. ZUGER, Vice President and Portfolio Manager, joined Investors
Research in June 1993 as a Portfolio Manager. Prior to joining Investors
Research, Mr. Zuger served as an investment manager in the Trust Department
of NBD Bancorp in Detroit, Michigan.
PHILLIP N. DAVIDSON, Vice President and Portfolio Manager, joined
Investors Research in September 1993 as a Portfolio Manager. Prior to joining
Investors Research, Mr. Davidson served as an investment manager for
Boatmen's Trust Company in St. Louis, Missouri.
The activities of Investors Research are subject only to directions of
TCI Portfolios' board of directors. Investors Research pays all
the expenses of TCI Portfolios except brokerage, taxes, interest, fees,
expenses of the non-interested person directors (including counsel fees) and
extraordinary expenses.

For the foregoing services, Investors Research is paid a fee of 1.00%
of the average net assets of the fund during the year. The fee is paid and
computed on the first business day of each month by multiplying 1.00% of the
average daily closing net asset values of the shares of the fund during the
previous month by a fraction, the numerator of which is the number of days in
the previous month and the denominator of which is 365 (366 in leap years).
Many investment companies pay smaller investment management fees. However,
most if not all of such companies also pay, in addition to an investment
management fee, certain of their own expenses, while almost all of TCI
Portfolios' expenses, as noted above, are paid by Investors Research.

TCI Portfolios and Investors Research have adopted a Code of Ethics (the
"Code"), which restricts personal investing practices by employees of
Investors Research and its affiliates. Among other provisions, the Code
requires that employees with access to information about the purchase or sale
of securities in the fund's portfolios obtain preclearance before executing
personal trades. With respect to portfolio managers and other investment
personnel, the Code prohibits acquisition of securities in an initial public
offering, as well as profits derived from the purchase and sale of the same
security within 60 calendar days. These provisions are designed to ensure
that the interests of fund shareholders come before the interests of the
people who manage those funds.
Twentieth Century Services, Inc., 4500 Main Street, Kansas City,
Missouri 64111, acts as transfer agent and dividend paying agent of TCI
Portfolios. It provides facilities, equipment and personnel to TCI Portfolios
and is paid for such services by Investors Research. Certain administrative
and record keeping services that would otherwise be performed by Twentieth
Century Services, Inc. may be performed by the insurance company that
purchases TCI Portfolios' shares, and Investors Research may pay the
insurance company for such services.
Investors Research and Twentieth Century Services, Inc., are both wholly
owned by Twentieth Century Companies, Inc. James E. Stowers Jr., chairman and
chief executive officer of TCI Portfolios, controls Twentieth Century
Companies, Inc. by virtue of his voting control of a majority of its common
stock.

FURTHER INFORMATION
ABOUT TCI PORTFOLIOS, INC.

be made by mail to that address or by phone to 816-531-5575.
TCI Portfolios issues five series of common stock with a par value of
$.01 per share. The assets belonging to each series of shares are held
separately by the custodian, and in effect each series is a separate fund.
Each share of each series, when issued, is fully paid and non-assessable.
Each share, irrespective of series, is entitled to one vote for each
dollar of net asset value applicable to such share on all questions, except
that certain matters must be voted on by the series of shares affected, and
matters affecting only one series are voted upon only by that series.
Shares have non-cumulative voting rights, which means that holders of
more than 50% of the net asset value of the shares voting for election of
directors can elect all of the directors if they choose to do so, and, in
such event, the holders of the remaining minority will not be able to elect
any person or persons to the board of directors.
An insurance company issuing a variable contract invested in shares
issued by TCI Portfolios will request voting instructions from contract
holders and will vote shares in proportion to the voting instructions
received.
In the event of the complete liquidation or dissolution of TCI
Portfolios, shareholders of each series of shares shall be entitled to
receive, pro rata, all of the assets less the liabilities of that series.
TCI PORTFOLIOS RESERVES THE RIGHT TO CHANGE ANY OF ITS POLICIES,
PRACTICES AND PROCEDURES DESCRIBED IN THIS PROSPECTUS, INCLUDING THE
STATEMENT OF ADDITIONAL INFORMATION, WITHOUT SHAREHOLDER APPROVAL EXCEPT IN
THOSE INSTANCES WHERE SHAREHOLDER APPROVAL IS EXPRESSLY REQUIRED.

TCI PORTFOLIOS, INC.
TCI Value

Prospectus
May 1, 1996

[company logo]
TCI PORTFOLIOS, INC.
Part of the Twentieth Century
Family of Funds
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P.O. Box 419385
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Kansas City, Missouri
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64141-6385
1-800-345-3533 or 816-531-5575

[company logo]
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IN-BKT-4181
9601 Recycled

<PAGE>
TCI PORTFOLIOS, INC.
TCI Balanced

Prospectus

MAY 1,
1996

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TABLE OF CONTENTS
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Financial Highlights......................................................3

INFORMATION REGARDING THE FUND

Investment Policies of the Fund...........................................4
Shareholders of TCI Portfolios............................................5
Other Investment Policies.................................................6
Fundamentals of Fixed Income Investing.................................6
Repurchase Agreements..................................................6
Portfolio Lending......................................................6
Foreign Securities.....................................................7
Forward Currency Exchange Contracts....................................7
Derivative Securities..................................................8
Short Sales............................................................9
When-Issued Securities.................................................9
Rule 144A Securities...................................................9
Performance Advertising...................................................9

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price..............................................................11
Purchase and Redemption of Shares.....................................11
When Share Price is Determined........................................11
How Share Price is Determined.........................................11
Distributions............................................................12
Taxes....................................................................12
Management...............................................................12
Further Information About
TCI Portfolios, Inc...................................................13

FINANCIAL HIGHLIGHTS
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The Financial Highlights for each of the periods presented have been examined by Baird, Kurtz & Dobson, independent certified
public accountants, whose report appears in the corporation's annual report, which is incorporated by reference into the statement
of additional information. The annual report contains additional performance information and will be available upon request and
without charge.

INCOME FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
------------------------------------------------------ -------------------------------------------------
Net Realized
and Unrealized Distributions
Gains (Losses) from Net
Net Asset on Investments Total Distributions Realized
Value, Net and Foreign from from Net Gains on
TCI Beginning Investment Currency Investment Investment Security Total
Balanced of Period Income transactions Operations Income Transactions Distributions

May 1, 1991
(inception) through
Dec. 31, 1991 $5.00 $ .08 $1.19 $1.27 $(.08) -- $(.08)
Year Ended
Dec. 31, 1992 6.19 .08 (.45) (.37) (.08) -- (.08)
Year Ended
Dec. 31, 1993 5.74 .11 .33 .44 (.11) -- (.11)
Year Ended
Dec. 31, 1994 6.07 .15 (.11) .04 (.15) -- (.15)
Year Ended
Dec. 31, 1995 5.96 .17 1.08 1.25 (.17) -- (.17)

(table continued below)

RATIOS/SUPPLEMENTAL DATA
------------------------------------------------------
(table continued) Ratio of Net Net
Ratio of Investment Assets,
Net Asset Operating Income End of
Value, Expenses to Portfolio Period
TCI End of Total to Average Average Turnover (in
Balanced Period Return Net Assets Net Assets Rate thousands)

May 1, 1991
(inception) through
Dec. 31, 1991 $6.19 38.02%* 1.00%* 2.36%* 42%* $ 1,412
Year Ended
Dec. 31, 1992 5.74 (6.04%) 1.00% 1.91% 85% 34,382
Year Ended
Dec. 31, 1993 6.07 7.68% 1.00% 1.97% 68% 75,924
Year Ended
Dec. 31, 1994 5.96 .61% 1.00% 2.49% 63% 105,100
Year Ended
Dec. 31, 1995 7.04 21.12% .97% 2.69% 87% 153,823

*Annualized
</TABLE>

INFORMATION REGARDING THE FUND
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INVESTMENT POLICIES OF THE FUND

TCI Portfolios has adopted certain investment restrictions applicable to
the fund that are set forth in the statement of additional information. Those
restrictions, as well as the investment objective of the fund, as identified
on the front cover page, and any other investment policies designated as
"fundamental" in this prospectus or in the statement of additional
information, cannot be changed without the approval of the shareholders
entitled to cast a majority of the outstanding votes of the corporation, as
defined by the Investment Company Act. The fund has implemented additional
investment policies and practices to guide its activities in the pursuit of
its investment objective. These policies and practices, which are described
throughout this prospectus, are not designated as fundamental policies and
may be changed without shareholder approval.
The investment objective of TCI Balanced is capital growth and current
income. The fund will seek to achieve its objective, with regard to the
equity portion of its portfolio, by investing in common stocks (including
securities convertible into common stocks and other equity equivalents) and
other securities that meet certain fundamental and technical standards of
selection and have, in the opinion of the fund's investment manager,
better-than-average potential for appreciation. Management of the fund
intends to maintain approximately 60% of the fund's assets in such
securities, regardless of the movement of stock prices generally.
The equity portion of the fund may be invested in cash and cash
equivalents temporarily or when the fund is unable to find equity securities
meeting its criteria of selection. It may only purchase securities of
companies that have a record of at least three years' continuous operation.
Since a portion of the fund's portfolio will be invested in fixed income
securities, the opportunity for capital appreciation may be expected to be
less than with a fund that invests primarily in common stocks.
Management intends to maintain approximately 40% of the fund's assets in
fixed income securities, with a minimum of 25% of that amount in fixed income
senior securities. The fixed income securities in the fund will be chosen
based on their level of income production and price stability. The fund may
invest in a diversified portfolio of debt and other fixed-rate securities
payable in U.S. currency. These may include obligations of the U.S.
government, its agencies and instrumentalities, corporate securities (bonds,
notes, preferred and convertible issues), and sovereign government,
municipal, mortgage-related and other asset-backed securities.
With regard to obligations of the U.S. government, its agencies and
instrumentalities, TCI Balanced may invest in (1) direct obligations of the
United States, such as Treasury bills, Treasury notes and U.S. government
bonds, which are supported by the full faith and credit of the United States,
and (2) obligations, including mortgage-related securities, issued or
guaranteed by agencies and instrumentalities of the U.S. government that are
established under an Act of Congress. These agencies and instrumentalities
may include, but are not limited to, the Government National Mortgage
Association, Federal National Mortgage Association, Federal Home Loan
Mortgage Corporation, Student Loan Marketing Association, Federal Farm Credit
Banks, Federal Home Loan Banks and Resolution Funding Corporation. The
securities of some of these agencies and instrumentalities, such as the
Government National Mortgage Association, are guaranteed as to principal and
interest by the United States Treasury, and other securities are supported by
the right of the issuer, such as the Federal Home Loan Banks, to borrow from
the Treasury. Other obligations, including those issued by the Federal
National Mortgage Association and the Federal Home Loan Mortgage Corporation,
are supported only by the credit of the instrumentality.
Mortgage-related securities in which TCI Balanced may invest include
collateralized

mortgage obligations ("CMOs") issued by a U.S. agency or instrumentality. A
CMO is a debt security that is collateralized by a portfolio or pool of
mortgages or mortgage-backed securities. The issuer's obligation to make
interest and principal payments is secured by the underlying pool or
portfolio of mortgages or securities.
The market value of mortgage-related securities, even those in which the
underlying pool of mortgage loans is guaranteed as to the payment of
principal and interest by the U.S. government, is not insured. When interest
rates rise, the market value of those securities may decrease in the same
manner as other fixed-rate debt, but when interest rates decline, their
market value may not increase as much as other fixed-rate debt instruments
because of the prepayment feature inherent in the mortgages underlying such
securities. If such securities are purchased at a premium, the fund will
suffer a loss if the obligation is prepaid. Prepayments will be reinvested at
prevailing rates, which may be less than the rate paid on such obligation.
For the purpose of determining the weighted average portfolio maturity
of the fund, management shall consider the maturity of a security issued by
the Government National Mortgage Association, or other mortgage-related
security, to be the remaining expected average life of the security. The
average life of such securities is likely to be substantially less than the
original maturity as a result of prepayments of principal of the mortgages
underlying such securities, especially in a declining interest rate
environment.
It is management's objective to invest the fund's fixed income holdings
in high-grade securities. At least 80% of fixed income assets will be
invested in securities that at the time of purchase are rated within the
three highest categories by a nationally recognized statistical rating
organization (at least A by Moody's Investor Services, Inc.
("Moody's") or Standard & Poor's Corp. ("S&P")).
The remaining portion of the fixed income assets may be invested in
issues that are either rated in the fourth highest category (Baa by Moody's
or BBB by S&P) or, if not rated, that are of equivalent investment quality as
determined by the investment manager and that, in the opinion of the
investment manager, can contribute meaningfully to the fund's results without
compromising its objectives. Such issues might include a lower-rated issue
where research suggests the likelihood of a rating increase or a convertible
issue of a company deemed attractive by the equity management team. For a
brief discussion of fixed income investing, see "Fundamentals of Fixed Income
Investing" on page 6.
There are no maturity restrictions on the securities in which the fund
may invest. Under normal market conditions the weighted average portfolio
maturity will be in the three- to 10-year range. The management will actively
manage the portfolio, adjusting the weighted average portfolio maturity in
response to expected interest rates. During periods of rising interest rates
a shorter weighted average maturity may be adopted in order to reduce the
effect of bond price declines on the fund's net asset value. When interest
rates are falling and bond prices rising, a longer weighted average portfolio
maturity may be adopted.

SHAREHOLDERS OF TCI PORTFOLIOS

response to such conflicts. If a conflict were to occur, an insurance
company separate account might be required to withdraw its investments in
the funds of TCI Portfolios and those funds might be forced to sell
securities at disadvantageous prices to fund such withdrawal.

OTHER INVESTMENT POLICIES

For additional information regarding the fund and its investment
policies, see "Investment Restrictions Applicable to all Series of Shares" in
the statement of additional information.

FUNDAMENTALS OF FIXED
INCOME INVESTING

Over time, the level of interest rates available in the marketplace
changes. As prevailing rates fall, the prices of fixed income securities,
i.e., securities that trade on a yield basis, rise. On the other hand, when
prevailing interest rates rise, the prices of such securities fall.
Generally, the longer the maturity of a debt security, the higher its
yield and the greater its price volatility. Conversely, the shorter the
maturity, the lower the yield but the greater the price stability.
These factors operating in the marketplace have a similar impact on
fixed income security portfolios. A change in the level of interest rates
causes the net asset value per share of any fixed income security fund,
except money market funds, to change. If sustained over time, it would also
have the impact of raising or lowering the yield of that fund.
In addition to the risk arising from fluctuating interest rate levels,
debt securities are subject to credit risk. When a security is purchased, its
anticipated yield is dependent on the timely payment by the borrower of each
interest and principal installment. Credit analysis and resultant bond
ratings take into account the relative likelihood that such timely payment
will occur. As a result, lower-rated bonds sell at higher yield levels than
top-rated bonds of similar maturity. In addition, as economic, political and
business developments unfold, lower-quality bonds, which possess lower levels
of protection with regard to timely payment, usually exhibit more price
fluctuation than do higher-quality bonds of maturity.

REPURCHASE AGREEMENTS

The fund may invest in repurchase agreements when such transactions
present an attractive short-term return on cash that is not otherwise
committed to the purchase of securities pursuant to the investment policy of
the fund.
A repurchase agreement occurs when, at the time the fund purchases an
interest-bearing obligation, the seller (a bank or broker-dealer registered
under the Securities Exchange Act of 1934) agrees to repurchase it on a
specified date in the future at an agreed-upon price. The repurchase price
reflects an agreed-upon interest rate during the time the fund's money is
invested in the security.
Since the security purchased constitutes security for the repurchase
obligation, a repurchase agreement can be considered as a loan collateralized
by the security purchased. The fund's risk is the ability of the seller to
pay the agreed-upon repurchase price on the repurchase date. If the seller
defaults, the fund may incur costs in disposing of the collateral, which
would reduce the amount realized thereon. If the seller seeks relief under
the bankruptcy laws, the disposition of the collateral may be delayed or
limited. To the extent the value of the security decreases, the fund could
experience a loss.
The fund will limit repurchase agreement transactions to transactions
with those commercial banks and broker-dealers whose creditworthiness has
been reviewed and found satisfactory by the Fund's management pursuant to
criteria adopted by the fund's board of directors.

PORTFOLIO LENDING

In order to realize additional income, the

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

FOREIGN SECURITIES

The fund may invest an unlimited amount of its assets in the securities
of foreign issuers when these securities meet its standards of selection. The
fund may make such investments either directly in foreign securities or
indirectly by purchasing depositary receipts or depositary shares or similar
instruments for foreign securities ("DRs"). DRs are securities that are
issued in and are listed on exchanges or quoted in over-the-counter markets
in one country but represent shares of issuers domiciled in another country.
Investments in foreign securities may present certain risks, including
those resulting from fluctuations in currency exchange rates, future
political and economic developments, currency restrictions and devaluations,
securities clearance and settlement procedures, exchange control regulations,
reduced availability of public information concerning issuers, and the fact
that foreign issuers are not generally subject to uniform accounting,
auditing and financial reporting standards or to other regulatory practices
and requirements comparable to those applicable to domestic issuers.

FORWARD CURRENCY
EXCHANGE CONTRACTS

Some of the securities held by the fund may be denominated in foreign
currencies. Other securities, such as DRs, may be denominated in U.S. dollars
or the currency of the country where issued (if not U.S. dollars), but have a
value that is dependent upon the performance of a foreign security, as valued
in the currency of its home country. As a result, the value of its portfolio
will be affected by changes in the exchange rate between foreign currencies
and the U.S. dollar, as well as by changes in the market value of the
securities themselves. The performance of foreign currencies relative to the
dollar may be an important factor in the overall performance of the fund.
In order to protect against adverse movements in exchange rates between
currencies, the fund may, for hedging purposes only, enter into forward
currency exchange contracts. A forward currency exchange contract obligates
the fund to purchase or sell a specific currency at a future date at a
specific price.
The fund may elect to enter into a forward currency exchange contract
with respect to a specific purchase or sale of a security, or with respect to
the fund's portfolio positions generally.
By entering into a forward currency exchange contract with respect to
the specific purchase or sale of a security denominated in a foreign
currency, the fund can "lock in" an exchange rate between the trade and
settlement dates for that purchase or sale. This practice is sometimes
referred to as "transaction hedging." The fund may enter into transaction
hedging contracts with respect to all or a substantial portion of its trades.
When the manager believes that a particular currency may decline in
value compared to the U.S. dollar, the fund may enter into a foreign cur-

rency exchange contract to sell an amount of foreign currency equal to the
value of some or all of the fund's portfolio securities either denominated
in, or whose value is tied to, that currency. This practice is sometimes
referred to as "portfolio hedging." The fund may not enter into a portfolio
hedging transaction where the fund would be obligated to deliver an amount of
foreign currency in excess of the aggregate value of the fund's portfolio
securities or other assets denominated in, or whose value is tied to, that
currency.
The fund will make use of portfolio hedging to the extent deemed
appropriate by the investment manager. However, it is anticipated that the
fund will enter into portfolio hedges much less frequently than transaction
hedges.
If the fund enters into a forward contract, the fund, when required,
will instruct its custodian bank to segregate cash or liquid high-grade
securities in a separate account in an amount sufficient to cover its
obligation under the contract. Those assets will be valued at market daily,
and if the value of the segregated securities declines, additional cash or
securities will be added so that the value of the account is not less than
the amount of the fund's commitment. At any given time, no more than 10% of
the fund's assets will be committed to a segregated account in connection
with portfolio hedging transactions.
Predicting the relative future values of currencies is very difficult,
and there is no assurance that any attempt to protect the fund against
adverse currency movements through the use of forward currency exchange
contracts will be successful. In addition, the use of forward currency
exchange contracts may limit the potential gains that might result from a
positive change in the relationship between the foreign currency and the U.S.
dollar.

DERIVATIVE SECURITIES

To the extent permitted by its investment objectives and policies, each
of the funds may invest in securities that are commonly referred to as
"derivative" securities. Certain derivative securities are more accurately
described as "index/structured securities." Index/structured securities are
derivative securities whose value or performance is linked to other equity
securities (such as DRs), currencies, interest rates, indexes or other
financial indicators ("reference indexes"). No fund may invest in an
index/structured security unless the reference index or the instrument to
which it relates is an eligible investment for the fund. For example, a bond
whose interest rate was indexed to the return on two-year treasury securities
would be a permissible investment (assuming it met the other requirements for
the fund), while a bond whose return was indexed to the price of oil would
not be a permissible investment.
The return, interest rate or, unlike most fixed income securities, the
principal amount payable at maturity of an index/structured security may
increase or decrease, depending upon changes in the reference index. Index/
structured securities may be positively or negatively indexed. That means
that an increase in the reference index may produce an increase or decrease
in the return, interest rate or value at maturity of the security.
No purchases will be made of index/structured securities having
"leverage" characteristics. This means that no investments will be made in
securities whose change in return, interest rate or value at maturity is a
multiple of the change in the reference index.
Because their performance is tied to a reference index, a fund investing
in index/structured securities, in addition to being exposed to the credit
risk of the issuer of the security, will also bear the market risk of changes
in the reference index.
The board of directors has approved management's policy regarding
investments in derivative securities. That policy specifies factors that must
be considered in connection with a purchase of derivative securities. The
policy also establishes a committee that must review certain proposed
purchases before the purchases can be made. Management will report on fund
activity in derivative securities to the board of directors as necessary. In
addition, the board will review man-

agement's policy for investments in derivative securities annually.

SHORT SALES

The fund may engage in short sales if, at the time of the short sale,
the fund owns or has the right to acquire an equal amount of the security
being sold short at no additional cost.
The fund may make a short sale when it wants to sell the security it
owns at a current attractive price but also wishes to defer recognition of
gain or loss for federal income tax purposes and for purposes of satisfying
certain tests applicable to regulated investment companies under the Internal
Revenue Code.

WHEN-ISSUED SECURITIES

RULE 144A SECURITIES

PERFORMANCE ADVERTISING

From time to time, TCI Portfolios (or the insurance companies that use
TCI Portfolios to fund the benefits of variable annuity or variable life
insurance contracts) may advertise performance data. Fund performance may be
shown by

presenting one or more performance measurements, including cumulative total
return, average annual total return, yield and effective yield.
Cumulative total return data is computed by considering all elements of
return, including reinvestment of dividends and capital gains distributions,
over a stated period of time. Average annual total return is determined by
computing the annual compounded return over a stated period of time that
would have produced the fund's cumulative total return over the same period
if the fund's performance had remained constant throughout.
A quotation of yield reflects the fund's income over a stated period
expressed as a percentage of the fund's share price. Yield is calculated by
adding over a 30-day (or one-month) period all interest and dividend income
(net of fund expenses) calculated on each day's market values, dividing this
sum by the average number of fund shares outstanding during the period, and
expressing the result as a percentage of the fund's share price on the last
day of the 30-day (or one-month) period. The percentage is then annualized.
Capital gains and losses are not included in the calculation. Yields are
calculated according to accounting methods that are standardized in
accordance with Securities and Exchange Commission rules for all stock and
bond funds. Because yield accounting methods differ from the methods used for
other accounting purposes, TCI Balanced's yield may not equal income paid on
your shares or the income reported in the fund's financial statements.
TCI Portfolios may also include in advertisements data comparing
performance with the performance of non-related investment media, published
editorial comments and performance rankings compiled by independent
organizations (such as Lipper Analytical Services or Donoghue's Money Fund
Report) and publications that monitor the performance of mutual funds.
Performance information may be quoted numerically or may be represented in a
table, graph or other illustration. In addition, fund performance may be
compared to well-known indices of market performance, including the S&P 500
Index, The Dow Jones Industrial Average, Donoghue's Money Fund Average, the
Shearson Lehman Intermediate Government Bond Index, the constant maturity
five-year U.S.Treasury Note Index and the Bank Rate Monitor National Index of
21/2 -year CD rates. Fund performance may also be compared to other funds in
the Twentieth Century family. It may also be combined or blended with other
funds in the Twentieth Century family, and that combined or blended
performance may be compared to the same indices to which the individual funds
may be compared.
All performance information advertised by TCI Portfolios is historical
in nature and is not intended to represent or guarantee future results. The
value of fund shares when redeemed may be more or less than their original
cost.
PERFORMANCE FIGURES ADVERTISED BY TCI PORTFOLIOS SHOULD NOT BE USED FOR
COMPARA-TIVE PURPOSES BECAUSE THESE FIGURES WILL NOT INCLUDE CHARGES AND
DEDUCTIONS IMPOSED BY THE INSURANCE COMPANY SEPARATE ACCOUNT UNDER THE
VARIABLE ANNUITY OR VARIABLE LIFE INSURANCE CONTRACTS.

ADDITIONAL INFORMATION YOU SHOULD KNOW
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SHARE PRICE

PURCHASE AND
REDEMPTION OF SHARES

WHEN SHARE PRICE IS DETERMINED

HOW SHARE PRICE IS DETERMINED

The valuation of assets for determining net asset value may be
summarized as follows:
The portfolio securities of the fund, except as otherwise noted, listed
or traded on a stock exchange are valued at the latest sale price on the
exchange where they are primarily traded. If no sale is reported, the mean of
the latest bid and asked prices is used. Securities traded over the counter
are required by regulations of the Securities and Exchange Commission. When
market quotations are not readily available, securities and other assets are
valued at fair
value as determined in good faith by the board of directors.
Debt securities not traded on a principal securities exchange are valued
through valuations obtained from a commercial pricing service or at the most
recent mean of the bid and asked prices provided by investment dealers in
accordance with procedures established by the board of directors.
Pursuant to a determination by the TCI Portfolios' board of directors
that such value represents fair value, debt securities with maturities of 60
days or less are valued at amortized cost. When a security is valued at
amortized cost, it is valued at its cost when purchased, and thereafter by
assuming a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the instrument.
The value of an exchange-traded foreign security is determined in its
national currency as of the close of trading on the foreign exchange on which
it is traded or as of the close of business of the New York Stock Exchange,
if that is earlier. That value is then converted to U.S. dollars at the
prevailing foreign exchange rate.
Trading in securities on European and Far Eastern securities exchanges
and over-the-counter markets is normally completed at various times before
the close of business on each day that the New York Stock Exchange is open.
If an event were to occur after the value of a security was established but
before the net asset value per share was determined which was likely to
materially change the net asset value, then that security would be valued at
fair value as determined by the board of directors. Trading of securities in
foreign markets may not take place on every New York Stock Exchange business
day. In addition, trading may take place in various

foreign markets on Saturdays or on other days when the New York Stock
Exchange is not open and on which the fund's net asset value is not
calculated. Therefore, such calculation does not take place contemporaneously
with the determination of the prices of many of the portfolio securities used
in such calculation and the value of the fund's portfolio may be affected on
days when shares of the fund may not be purchased or redeemed.

DISTRIBUTIONS

Distributions from net investment income generally are declared and paid
quarterly in March, June, September and December, while distributions from
realized securities gains, if any, generally are declared and paid once a
year. The fund may make distributions on a more frequent basis to comply with
the distribution requirements of the Internal Revenue code, in all events in
a manner consistent with the provisions of the Investment Company Act. All
distributions from the fund will be reinvested in additional shares.
The board of directors may elect not to distribute capital gains in
whole or in part to take advantage of loss carryovers.

TAXES

MANAGEMENT

ROBERT C. PUFF, JR., executive vice president and chief investment
officer, has been a portfolio manager since joining Investors Research in
1983. In his position as chief investment officer, Mr. Puff oversees the
investment activities of all of the teams that manage TCI Portfolios funds.
CHARLES M. DUBOC, senior vice president and portfolio manager, joined
Investors Research in August 1985 and served as fixed income portfolio
manager from that time until April 1993. In April 1993, Mr. Duboc joined
Investor Research's equity investment efforts. He is a member of the team
that manages the equity portion of TCI Balanced.
NORMAN E. HOOPS, senior vice president and fixed income portfolio
manager, joined Investors Research as vice president and portfolio manager in
November 1989. In April 1993, he became senior vice president. He manages the
fixed income portion of TCI Balanced.
NANCY B. PRIAL, vice president and portfolio manager, joined Investors
Research in February 1994 as a portfolio manager. She is a member of the team
that manages the equity portion of TCI Balanced. For more than four years
prior to joining Investors Research, Ms. Prial served as senior vice
president and portfolio manager at Frontier Capital Management Company,
Boston, Massachusetts.
The activities of Investors Research are subject only to directions of
TCI Portfolios' board of directors. Investors Research pays all the expenses
of TCI Portfolios except brokerage, taxes, interest, fees and expenses of the
non-interested person directors (including counsel fees) and extraordinary
expenses.
For the foregoing services, Investors Research is paid a fee of 1% of
the average net assets of the fund during the year. The fee is paid and
computed on the first business day of each month by multiplying 1% of the
average daily closing net asset values of the shares of the fund during the
previous month by a fraction, the numerator of which is the number of days in
the previous month and the denominator of which is 365 (366 in leap years).
Many investment companies pay smaller investment management fees. However,
most if not all of such companies also pay, in addition to an investment
management fee, certain of their own expenses, while almost all of TCI
Portfolios' expenses, as noted above, are paid by Investors Research.
TCI Portfolios and Investors Research have adopted a Code of Ethics (the
"Code"), which restricts personal investing practices by employees of
Investors Research and its affiliates. Among other provisions, the Code
requires that employees with access to information about the purchase or sale
of securities in the fund's portfolios obtain preclearance before executing
personal trades. With respect to portfolio managers and other investment
personnel, the Code prohibits acquisition of securities in an initial public
offering, as well as profits derived from the purchase and sale of the same
security within 60 calendar days. These provisions are designed to ensure
that the interests of fund shareholders come before the interests of the
people who manage those funds.
Twentieth Century Services, Inc., 4500 Main Street, Kansas City,
Missouri 64111, acts as transfer agent and dividend-paying agent of TCI
Portfolios. It provides facilities, equipment and personnel to TCI Portfolios
and is paid for such services by Investors Research. Certain administrative
and recordkeeping services that would otherwise be performed by Twentieth
Century Services, Inc. may be performed by the insurance company that
purchases TCI Portfolios' shares, and Investors Research may pay the
insurance company for such services.
Investors Research and Twentieth Century Services, Inc. are both wholly
owned by Twentieth Century Companies, Inc. James E. Stowers Jr., chairman and
chief executive officer of TCI Portfolios, controls Twentieth Century
Companies, Inc. by virtue of his ownership of a majority of its common stock.

FURTHER INFORMATION
ABOUT TCI PORTFOLIOS, INC.

TCI Portfolios was organized as a Maryland corporation on June 4, 1987.
It is a diversified, open-end management investment company. Its business and
affairs are managed by its officers under the direction of its board of
directors.
The principal office of TCI Portfolios is 4500 Main Street, P.O. Box
419385, Kansas City, Missouri 64141-6385. All inquiries may be made by mail
to that address or by phone to 816-531-5575.
TCI Portfolios issues five series of common stock with a par value of
$.01 per share. The assets belonging to each series of shares are held
separately by the custodian and, in effect, each series is a separate fund.
Each share of each series, when issued, is fully paid and non-assessable.
Each share, irrespective of series, is entitled to one vote for each
dollar of net asset value applicable to such share on all questions, except
that certain matters must be voted on by the series of shares affected, and
matters affecting only one series are voted upon only by that series.
Shares have non-cumulative voting rights, which means that holders of
more than 50% of the net asset value of the shares voting for election of
directors can elect all of the directors if they choose to do so and, in such
event, the holders of the remaining minority will not be able to elect any
person or persons to the board of directors.
An insurance company issuing a variable contract invested in shares
issued by TCI Portfolios will request voting instructions from contract
holders and will vote shares in proportion to the voting instructions
received.
In the event of the complete liquidation or dissolution of TCI
Portfolios, shareholders of each series of shares shall be entitled to
receive, pro rata, all of the assets less the liabilities of that series.
TCI PORTFOLIOS RESERVES THE RIGHT TO CHANGE ANY OF ITS POLICIES,
PRACTICES AND PROCEDURES DESCRIBED IN THIS PROSPECTUS, INCLUDING THE
STATEMENT OF ADDITIONAL INFORMATION, WITHOUT SHAREHOLDER APPROVAL EXCEPT IN
THOSE INSTANCES WHERE SHAREHOLDER APPROVAL IS EXPRESSLY REQUIRED.

TCI PORTFOLIOS, INC.
TCI Balanced

Prospectus

May 1, 1996

[company logo]
TCI PORTFOLIOS, INC.
Part of the Twentieth Century
Family of Funds
- ------------------------------------------
P.O. Box 419385
- ------------------------------------------
Kansas City, Missouri
- ------------------------------------------
64141-6385
1-800-345-3533 or 816-531-5575

<PAGE>
TCI PORTFOLIOS, INC.
TCI Advantage

Prospectus

MAY 1,
1996

- --------------------------------------------------------------------------------

TCI Portfolios, Inc. ("TCI Portfolios") is a mutual fund that offers its
shares only to insurance companies to fund the benefits of variable annuity or
variable life insurance contracts. The fund currently offers five portfolios or
series. TCI Advantage is described in this prospectus. The other series are
described in separate prospectuses. TCI Advantage is sometimes hereinafter
referred to as the "fund." You should consult the prospectus of the separate
account of the specific insurance product that accompanies this prospectus to
see which series of TCI Portfolios are available for such insurance product.
The investment objective of TCI Advantage is current income and capital
growth. The fund will seek to achieve its investment objective by investing in
three types of securities. The fund's investment manager intends to invest
approximately (i) 20% of the fund's assets in securities of the United States
government and its agencies and instrumentalities and repurchase agreements
collateralized by such securities with a weighted average maturity of six months
or less, i.e., cash or cash equivalents, (ii) 40% of the fund's assets in fixed
income securities of the United States government and its agencies and
instrumentalities with a weighted average maturity of three to 10 years and
(iii) 40% of the fund's assets in equity securities that are considered by
management to have better-than-average prospects for appreciation. As described
in greater detail in this prospectus, assets will be purchased or sold, as the
case may be, as is necessary in response to changes in market value to maintain
the asset mix of the fund's portfolio at approximately 60% cash, cash
equivalents and fixed income securities and 40% equity securities. There can be
no assurance that the fund will achieve its investment objective.
Shares of the fund may be purchased only by insurance companies for the
purpose of funding variable annuity or variable life insurance contracts. This
prospectus should be read in conjunction with the prospectus of the separate
account of the specific insurance product that accompanies this prospectus.
Additional information is included in the statement of additional
information dated May 1, 1996, and filed with the Securities and Exchange
Commission. It is incorporated in this prospectus by reference. To obtain a
copy, or to make any other inquiries, call or write:

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Financial Highlights.....................................................3

INFORMATION REGARDING THE FUND

Investment Policies of the Fund..........................................4
Shareholders of TCI Portfolios...........................................5
Other Investment Policies................................................6
Fundamentals of Fixed Income Investing................................6
Repurchase Agreements.................................................6
Portfolio Lending.....................................................6
Foreign Securities....................................................7
Forward Currency Exchange Contracts...................................7
Derivative Securities.................................................8
Short Sales...........................................................9
When-Issued Securities................................................9
Rule 144A Securities..................................................9
Performance Advertising..................................................9

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price.............................................................11
Purchase and Redemption of Shares....................................11
When Share Price is Determined.......................................11
How Share Price is Determined........................................11
Distributions...........................................................12
Taxes...................................................................12
Management..............................................................12
Further Information About
TCI Portfolios, Inc..................................................13

INCOME FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
--------------------------------------- -----------------------------------------
Net Realized
and
Unrealized Distributions
Gains (Losses) from Net
Net Asset on Investments Total Distributions Realized
Value, Net and Foreign from from Net Gains on
Beginning Investment Currency Investment Investment Security Total
of Period Income Transactions Operations Income Transactions Distributions
TCI
Advantage
<S> <C> <C> <C> <C> <C> <C> <C>

August 1, 1991
(inception) through
Dec. 31, 1991 $5.00 $ .05 $ .64 $ .69 $ (.05) -- $ (.05)
Year Ended
Dec. 31, 1992 5.64 .11 (.32) (.21) (.11) -- (.11)
Year Ended
Dec. 31, 1993 5.32 .11 .25 .36 (.11) -- (.11)
Year Ended
Dec. 31, 1994 5.57 .15 (.09) .06 (.15) -- (.15)
Year Ended
Dec. 31, 1995 5.48 .20 .71 .91 (.20) -- (.20)

(table continued below)

RATIOS/SUPPLEMENTAL DATA
(table continued) ----------------------------------------------------
Ratio of Net Net
Ratio of Investment Assets,
Net Asset Operating Income End of
Value, Expenses to Portfolio Period
End of Total to Average Average Turnover (in
Period Return Net Assets Net Assets Rate thousands)
TCI
Advantage

August 1, 1991
(inception) through
Dec. 31, 1991 $5.64 33.14%* 1.00%* 3.14%* 13%* $ 3,069
Year Ended
Dec. 31, 1992 5.32 (3.75%) 1.00% 2.32% 85% 16,580
Year Ended
Dec. 31, 1993 5.57 6.82% 1.00% 2.07% 77% 20,959
Year Ended
Dec. 31, 1994 5.48 1.03% 1.00% 2.65% 57% 22,413
Year Ended
Dec. 31, 1995 6.19 16.75% .95% 3.32% 99% 24,037

*Annualized

- ------------------------------------------------------------------------------------------------------------------------------------
NO PERSON IS AUTHORIZED BY TCI PORTFOLIOS TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS OR IN OTHER PRINTED OR WRITTEN MATERIAL ISSUED BY THE COMPANY, AND YOU SHOULD NOT RELY ON ANY OTHER INFORMATION OR
REPRESENTATION.
</TABLE>

INFORMATION REGARDING THE FUND
- --------------------------------------------------------------------------------

INVESTMENT POLICIES OF THE FUND

TCI Portfolios has adopted certain investment restrictions applicable to
the fund that are set forth in the statement of additional information. Those
restrictions, as well as the investment objective of the fund, as identified
on the front cover page, and any other investment policies designated as
"fundamental" in this prospectus or in the statement of additional
information, cannot be changed without the approval of the shareholders
entitled to cast a majority of the outstanding votes of the corporation, as
defined by the Investment Company Act. The fund has implemented additional
investment policies and practices to guide its activities in the pursuit of
its investment objective. These policies and practices, which are described
throughout this prospectus, are not designated as fundamental policies and
may be changed without shareholder approval.
The investment objective of TCI Advantage is current income and capital
growth. The fund will seek to achieve its investment objective by investing
in three types of securities. The investment manager intends to invest
approximately 20% of the fund's assets (the "Core Cash" portion) in
securities of the U.S. government, its agencies and instrumentalities
("government securities") with a weighted average maturity of six months or
less, i.e., cash or cash equivalents. The investment manager intends to
invest approximately 40% of the fund's assets (the "Fixed Income" portion) in
fixed income government securities with a weighted average maturity of three
to 10 years. If the investment manager believes, in its discretion, that
market conditions warrant it, some or all of the Fixed Income portion of the
fund's portfolio may be invested in cash or cash equivalents. The remaining
approximately 40% of the fund's assets (the "Equity" portion) will be
invested in equity securities.
When changes in the market value of the fund's assets cause the Equity
portion of the fund to be equal to or less than 35% of the fund's assets, or
to be equal to or greater than 45% of the fund's assets, equity and fixed
income securities will be purchased or sold, as the case may be, so that the
Equity portion will again represent approximately 40% of the fund's assets.
The securities to be purchased for the Core Cash portion and the Fixed
Income portion of the fund will be chosen based on their level of income
production and price stability and will consist only of obligations of the
U.S. government, its agencies and instrumentalities, including
mortgage-related and other asset-backed securities, and repurchase agreements
fully collateralized by such securities.
With regard to such obligations of the U.S. government, its agencies and
instrumentalities, TCI Advantage may invest in (1) direct obligations of the
United States, such as Treasury bills, Treasury notes and U.S. government
bonds, which are supported by the full faith and credit of the United States,
and (2) obligations, including mortgage-related securities, issued or
guaranteed by agencies and instrumentalities of the U.S. government that are
established under an Act of Congress. These agencies and instrumentalities
may include, but are not limited to, the Government National Mortgage
Association, Federal National Mortgage Association, Federal Home Loan
Mortgage Corporation, Student Loan Marketing Association, Federal Farm Credit
Banks, Federal Home Loan Banks and Resolution Funding Corporation. The
securities of some of these agencies and instrumentalities, such as the
Government National Mortgage Association, are guaranteed as to principal and
interest by the United States Treasury, and other securities are supported by
the right of the issuer, such as the Federal Home Loan Banks, to borrow from
the Treasury. Other obligations, including those issued by the Federal
National Mortgage Association and the Federal Home Loan Mortgage Corporation,
are supported only by the credit of the instrumentality.
Mortgage-related securities in which TCI Advantage may invest include
collateralized mortgage obligations ("CMOs") issued by a

U.S. agency or instrumentality. A CMO is a debt security that is
collateralized by a portfolio or pool of mortgages or mortgage-backed
securities. The issuer's obligation to make interest and principal payments
is secured by the underlying pool or portfolio of mortgages or securities.
The market value of mortgage-related securities, even those in which the
underlying pool of mortgage loans is guaranteed as to the payment of
principal and interest by the U.S. government, is not insured. When interest
rates rise, the market value of those securities may decrease in the same
manner as other fixed-rate debt, but when interest rates decline their market
value may not increase as much as other fixed-rate debt instruments because
of the prepayment feature inherent in the mortgages underlying such
securities. If such securities are purchased at a premium, the fund will
suffer a loss if the obligation is prepaid. Prepayments will be reinvested at
prevailing rates, which may be less than the rate paid on such obligation.
For the purpose of determining the average weighted portfolio maturity
of the fund, management shall consider the maturity of a security issued by
the Government National Mortgage Association, or other mortgage-related
security, to be the remaining expected average life of the security. The
average life of such securities is likely to be substantially less than the
original maturity as a result of prepayments of principal of the mortgages
underlying such securities, especially in a declining interest rate
environment.
While there are no maturity restrictions on the debt securities in which
the fund may invest, the weighted average maturity of the Core Cash portion
is expected to be six months or less. Under normal market conditions the
weighted average maturity of the Fixed Income portion will be in the three-to
ten-year range. The manager will actively manage such portion of the fund's
assets, adjusting the weighted average portfolio maturity in response to
expected interest rates. During periods of rising interest rates a shorter
weighted average maturity may be adopted in order to reduce the effect of
fixed income security price declines on the fund's net asset value. When
interest rates are falling and fixed income security prices rising, a longer
weighted average portfolio maturity may be adopted. If the investment manager
believes that market conditions merit it, some or all of the assets in the
Fixed Income portion may be invested in cash and cash equivalents.
With regard to the Equity portion of its portfolio, TCI Advantage will
invest in common stocks (including securities convertible into common stocks
and other equity equivalents) and other securities that meet certain
fundamental and technical standards of selection and have, in the opinion of
the investment manager, better-than-average potential for appreciation.
The Equity portion of the fund may be invested in cash and cash
equivalents, including repurchase agreements, temporarily or when the fund is
unable to find equity securities meeting its criteria of selection. The fund
may purchase equity securities only of companies that have a record of at
least three years' continuous operation.

SHAREHOLDERS OF TCI PORTFOLIOS

in the funds of TCI Portfolios, and those funds might be forced to sell
securities at disadvantageous prices to fund such withdrawal.

OTHER INVESTMENT POLICIES

For additional information regarding the fund and its investment
policies, see "Investment Restrictions Applicable to all Series of Shares" in
the statement of additional information.

FUNDAMENTALS OF FIXED
INCOME INVESTING

REPURCHASE AGREEMENTS

The fund may invest in repurchase agreements when such transactions
present an attractive short-term return on cash that is not otherwise
committed to the purchase of securities pursuant to the investment policy of
the fund.
A repurchase agreement occurs when, at the time the fund purchases an
interest-bearing obligation, the seller (a bank or broker-dealer registered
under the Securities Exchange Act of 1934) agrees to repurchase it on a
specified date in the future at an agreed-upon price. The repurchase price
reflects an agreed-upon interest rate during the time the fund's money is
invested in the security.
Since the security purchased constitutes security for the repurchase
obligation, a repurchase agreement can be considered as a loan collateralized
by the security purchased. The fund's risk is the ability of the seller to
pay the agreed-upon repurchase price on the repurchase date. If the seller
defaults, the fund may incur costs in disposing of the collateral, which
would reduce the amount realized thereon. If the seller seeks relief under
the bankruptcy laws, the disposition of the collateral may be delayed or
limited. To the extent the value of the security decreases, the fund could
experience a loss.
The fund will limit repurchase agreement transactions to transactions
with those commercial banks and broker-dealers whose creditworthiness has
been reviewed and found satisfactory by the fund's management pursuant to
criteria adopted by the fund's board of directors.

PORTFOLIO LENDING

basis in an amount at least equal to the market value of the securities
loaned or by irrevocable letters of credit. During the existence of the loan,
the fund must continue to receive the equivalent of the interest and
dividends paid by the issuer on the securities loaned and interest on the
investment of the collateral. The fund must have the right to call the loan
and obtain the securities loaned at any time on five days' notice, including
the right to call the loan to enable the fund to vote the securities.
Interest and dividends on loaned securities may not exceed 10% of the annual
gross income of the fund (without offset for realized capital gains). The
portfolio lending policy described in this paragraph is a fundamental policy
that may be changed only by a vote of a majority of the shareholders of TCI
Portfolios.
TCI Portfolios is indemnified against loss on the loans by United States
Trust Company of New York.

FOREIGN SECURITIES

The fund may invest in equity securities of foreign issuers when these
securities meet its standards of selection. The fund may make such
investments either directly in foreign securities, or indirectly by
purchasing depositary receipts or depositary shares or similar instruments
for foreign securities ("DRs"). DRs are securities that are issued in and are
listed on exchanges or quoted in over-the-counter markets in one country but
represent shares of issuers domiciled in another country.
Investments in foreign securities may present certain risks, including
those resulting from fluctuations in currency exchange rates, future
political and economic developments, currency restrictions and devaluations,
securities clearance and settlement procedures, exchange control regulations,
reduced availability of public information concerning issuers, and the fact
that foreign issuers are not generally subject to uniform accounting,
auditing and financial reporting standards or to other regulatory practices
and requirements comparable to those applicable to domestic issuers.

FORWARD CURRENCY
EXCHANGE CONTRACTS

Some of the securities held by the fund may be denominated in foreign
currencies. Other securities, such as DRs, may be denominated in U.S. dollars
or the currency of the country where issued (if not U.S. dollars) but have a
value that is dependent upon the performance of a foreign security, as valued
in the currency of its home country. As a result, the value of its portfolio
will be affected by changes in the exchange rate between foreign currencies
and the U.S. dollar, as well as by changes in the market value of the
securities themselves. The performance of foreign currencies relative to the
dollar may be an important factor in the overall performance of the fund.
In order to protect against adverse movements in exchange rates between
currencies, the fund may, for hedging purposes only, enter into forward cur-
rency exchange contracts. A forward currency ex- change contract obligates
the fund to purchase or sell a specific currency at a future date at a
specific price.
The fund may elect to enter into a forward currency exchange contract
with respect to a specific purchase or sale of a security, or with respect to
the fund's portfolio positions generally.
By entering into a forward currency exchange contract with respect to
the specific purchase or sale of a security denominated in a foreign
currency, the fund can "lock in" an exchange rate between the trade and
settlement dates for that purchase or sale. This practice is sometimes
referred to as "transaction hedging." The fund may enter into transaction
hedging contracts with respect to all or a substantial portion of its trades.
When the manager believes that a particular currency may decline in
value compared to the U.S. dollar, the fund may enter into a foreign currency
exchange contract to sell an amount of foreign currency equal to the value of
some or all of the fund's portfolio securities either denominated

in, or whose value is tied to, that currency. This practice is sometimes
referred to as "portfolio hedging." The fund may not enter into a portfolio
hedging transaction where the fund would be obligated to deliver an amount of
foreign currency in excess of the aggregate value of the fund's portfolio
securities or other assets denominated in, or whose value is tied to, that
currency.
The fund will make use of portfolio hedging to the extent deemed
appropriate by the investment manager. However, it is anticipated that the
fund will enter into portfolio hedges much less frequently than transaction
hedges.
If the fund enters into a forward contract, the fund, when required,
will instruct its custodian bank to segregate cash or liquid high-grade
securities in a separate account in an amount sufficient to cover its
obligation under the contract. Those assets will be valued at market daily,
and if the value of the segregated securities declines, additional cash or
securities will be added so that the value of the account is not less than
the amount of the fund's commitment. At any given time, no more than 10% of
the fund's assets will be committed to a segregated account in connection
with portfolio hedging transactions.
Predicting the relative future values of currencies is very difficult,
and there is no assurance that any attempt to protect the fund against
adverse currency movements through the use of forward currency exchange
contracts will be successful. In addition, the use of forward currency
exchange contracts may limit the potential gains that might result from a
positive change in the relationship between the foreign currency and the U.S.
dollar.

DERIVATIVE SECURITIES

To the extent permitted by its investment objectives and policies, each
of the funds may invest in securities that are commonly referred to as
"derivative" securities. Certain derivative securities are more accurately
described as "index/structured securities." Index/structured securities are
derivative securities whose value or performance is linked to other equity
securities (such as DRs), currencies, interest rates, indexes or other
financial indicators ("reference indexes"). No fund may invest in an
index/structured security unless the reference index or the instrument to
which it relates is an eligible investment for the fund.
The return, interest rate or, unlike most fixed income securities, the
principal amount payable at maturity of an index/structured security may
increase or decrease, depending upon changes in the reference index. Index/
structured securities may be positively or negatively indexed. That means
that an increase in the reference index may produce an increase or decrease
in the return, interest rate or value at maturity of the security.
No purchases will be made of index/structured securities having
"leverage" characteristics. This means that no investments will be made in
securities whose change in return, interest rate or value at maturity is a
multiple of the change in the reference index. In no event will an
index/structured security be purchased if its addition to the fund's fixed
income portfolio would cause the expected interest rate characteristics of
its fixed income portfolio to fall outside the expected interest rate
characteristics of a fund having the same permissible weighted average
portfolio maturity range that does not invest in index/structured securities.
Because their performance is tied to a reference index, a fund investing
in index/structured securities, in addition to being exposed to the credit
risk of the issuer of the security, will also bear the market risk of changes
in the reference index.
The board of directors has approved management's policy regarding
investments in derivative securities. That policy specifies factors that must
be considered in connection with a purchase of derivative securities. The
policy also establishes a committee that must review certain proposed
purchases before the purchases can be made. Management will report on fund
activity in derivative securities to the board of directors as

necessary. In addition, the board will review management's policy for
investments in derivative securities annually.

SHORT SALES

WHEN-ISSUED SECURITIES

RULE 144A SECURITIES

PERFORMANCE ADVERTISING

From time to time, TCI Portfolios (or the insurance companies that use
TCI Portfolios to fund the benefits of variable annuity or variable life
insurance contracts) may advertise perfor-

mance data. Fund performance may be shown by presenting one or more
performance measurements, including cumulative total return, average annual
total return, yield and effective yield.
Cumulative total return data is computed by considering all elements of
return, including reinvestment of dividends and capital gains distributions,
over a stated period of time. Average annual total return is determined by
computing the annual compounded return over a stated period of time that
would have produced the fund's cumulative total return over the same period
if the fund's performance had remained constant throughout.
A quotation of yield reflects the fund's income over a stated period
expressed as a percentage of the fund's share price. Yield is calculated by
adding over a 30-day (or one-month) period all interest and dividend income
(net of fund expenses) calculated on each day's market values, dividing this
sum by the average number of fund shares outstanding during the period, and
expressing the result as a percentage of the fund's share price on the last
day of the 30-day (or one-month) period. The percentage is then annualized.
Capital gains and losses are not included in the calculation. Yields are
calculated according to accounting methods that are standardized for all
stock and bond funds. Because yield accounting methods differ from the
methods used for other accounting purposes, TCI Advantage's yield may not
equal income paid on your shares or the income reported in the fund's
financial statements.
TCI Portfolios also may include in advertisements data comparing
performance with the performance of non-related investment media, published
editorial comments and performance rankings compiled by independent
organizations (such as Lipper Analytical Services or Donoghue's Money Fund
Report) and publications that monitor the performance of mutual funds.
Performance information may be quoted numerically or may be represented in a
table, graph or other illustration. In addition, fund performance may be
compared to well-known indices of market performance, including the Standard
& Poor's (S&P) 500 Index, The Dow Jones Industrial Average, Donoghue's Money
Fund Average, the Shearson Lehman Intermediate Government Bond Index, the
constant maturity five-year U.S. Treasury Note Index and the Bank Rate
Monitor National Index of 21/2-year CD rates. Fund performance may also be
compared to other funds in the Twentieth Century family. It may also be
combined or blended with other funds in the Twentieth Century family, and
that combined or blended performance may be compared to the same indices to
which the individual funds may be compared.
All performance information advertised by TCI Portfolios is historical
in nature and is not intended to represent or guarantee future results. The
value of fund shares when redeemed may be more or less than their original
cost.
PERFORMANCE FIGURES ADVERTISED BY TCI PORTFOLIOS SHOULD NOT BE USED FOR
COMPARATIVE PURPOSES BECAUSE THESE FIGURES WILL NOT INCLUDE CHARGES AND
DEDUCTIONS IMPOSED BY THE INSURANCE COMPANY SEPARATE ACCOUNT UNDER THE
VARIABLE ANNUITY OR VARIABLE LIFE INSURANCE CONTRACTS.

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

PURCHASE AND
REDEMPTION OF SHARES

WHEN SHARE PRICE IS DETERMINED

HOW SHARE PRICE IS DETERMINED

The valuation of assets for determining net asset value may be
summarized as follows:
The portfolio securities of the fund, except as otherwise noted, listed
or traded on a stock exchange are valued at the latest sale price on the
exchange where they are primarily traded. If no sale is reported, the mean of
the latest bid and asked prices is used. Securities traded over the counter
are priced at the mean of the latest bid and asked prices, but will be valued
at the last sale price if required by regulations of the Securities and
Exchange Commission. When market quotations are not readily available,
securities and other assets are valued at fair value as determined in good
faith by the board of directors.
Debt securities not traded on a principal securities exchange are valued
through valuations obtained from a commercial pricing service or at the most
recent mean of the bid and asked prices provided by investment dealers in
accordance with procedures established by the board of directors.
Pursuant to a determination by TCI Portfolios' board of directors that
such value represents fair value, debt securities with maturities of 60 days
or less are valued at amortized cost. When a security is valued at amortized
cost, it is valued at its cost when purchased and thereafter by assuming a
constant amortization to maturity of any discount or premium, regardless of
the impact of fluctuating interest rates on the market value of the
instrument.
The value of an exchange-traded foreign security is determined in its
national currency as of the close of trading on the foreign exchange on which
it is traded or as of the close of business of the New York Stock Exchange,
if that is earlier. That value is then converted to U.S. dollars at the
prevailing foreign exchange rate.
Trading in securities on European and Far Eastern securities exchanges
and over-the-counter markets is normally completed at various times before
the close of business on each day that the New York Stock Exchange is open.
If an event were to occur after the value of a security was established but
before the net asset value per share was determined which was likely to
materially change the net asset value, then that security would be valued at
fair value as determined by the board of directors. Trading of securities in
foreign markets may not take place on every New York Stock Exchange business
day.

In addition, trading may take place in various foreign markets on Saturdays
or on other days when the New York Stock Exchange is not open and on which
the fund's net asset value is not calculated. Therefore, such calculation
does not take place contemporaneously with the determination of the prices of
many of the portfolio securities used in such calculation and the value of
the fund's portfolio may be affected on days when shares of the fund may not
be purchased or redeemed.

DISTRIBUTIONS

Distributions from investment income generally are declared and paid
quarterly in March, June, September and December, while distributions from
realized securities gains, if any, generally are declared and paid once a
year. The fund may make distributions on a more frequent basis to comply with
the Internal Revenue Code, in all events in a manner consistent with the
provisions of the Investment Company Act. All distributions from the fund
will be reinvested in additional shares.
The board of directors may elect not to distribute capital gains in
whole or in part to take advantage of loss carryovers.

TAXES

MANAGEMENT

Under the laws of the State of Maryland, the board of directors is
responsible for managing the business and affairs of TCI Portfolios. Acting
pursuant to an investment advisory agreement entered into with TCI
Portfolios, Investors Research Corporation ("Investors Research") serves as
the investment manager of TCI Portfolios. Its principal place of business is
Twentieth Century Tower, 4500 Main Street, Kansas City, Missouri 64111.
Investors Research has been providing investment advisory services to
investment companies and institutional investors since 1958. Certain
investments may be appropriate for TCI Portfolios and also for other clients
advised by Investors Research. Investment decisions are made with the
intention of achieving the respective investment objectives of Investors
Research's clients after consideration of such factors as their current
holdings, availability of cash for investment and the size of their
investment generally. A particular security may be bought or sold for only
one client or in different amounts and at different times for more than one
but less than all clients. In addition, purchases or sales of the same
security may be made for two or more clients on the same date. Such
transactions will be allocated among clients in a manner believed by
Investors Research to be equitable to each. In some cases, this procedure
could have an adverse effect on the price or amount of the securities
purchased or sold by TCI Portfolios.
Investors Research supervises and manages the investment portfolio of
the fund and directs the purchase and sale of its investment securities.
Investors Research utilizes a team of portfolio managers, assistant portfolio
managers and analysts acting together to manage the assets of the fund. The
team meets regularly to review portfolio holdings and to discuss purchase and
sale activity. The team adjusts holdings in the fund's portfolio as they deem
appropriate in pursuit of the fund's investment objectives. Individual
portfolio manager members of the team may also adjust portfolio holdings of
the funds as necessary between team meetings.
The portfolio manager members of the TCI Advantage team and their
principal business experience for the last five years are as follows:
ROBERT C. PUFF, JR., executive vice president and chief investment
officer, has been a portfolio manager since joining Investors

Research in 1983. In his position as Chief Investment Officer, Mr. Puff
oversees the investment activities of all of the teams that manage TCI
Portfolios funds.
CHARLES M. DUBOC, senior vice president and portfolio manager, joined
Investors Research in August 1985 and served as fixed income portfolio
manager from that time until April 1993. In April 1993, Mr. Duboc joined
Investors Research equity investment efforts. He is a member of the team that
manages the equity portion of TCI Advantage.
NORMAN E. HOOPS, senior vice president and fixed income portfolio
manager, joined Investors Research as vice president and portfolio manager in
November 1989. In April 1993, he became senior vice president. He is a member
of the team that manages the fixed income portion of TCI Advantage.
NANCY B. PRIAL, vice president and portfolio manager, joined Investors
Research in February 1994 as a portfolio manager. She is a member of the team
that manages the equity portion of TCI Advantage. For more than four years
prior to joining Investors Research, Ms. Prial served as senior vice
president and portfolio manager at Frontier Capital Management Company,
Boston, Massachusetts.
The activities of Investors Research are subject only to directions of
TCI Portfolios' board of directors. Investors Research pays all the expenses
of TCI Portfolios except brokerage, taxes, interest, fees and expenses of the
non-interested person directors (including counsel fees) and extraordinary
expenses.
For the foregoing services, Investors Research is paid a fee of 1% of
the average net assets of the fund during the year. The fee is paid and
computed on the first business day of each month by multiplying 1% of the
average daily closing net asset values of the shares of the fund during the
previous month by a fraction, the numerator of which is the number of days in
the previous month and the denominator of which is 365 (366 in leap years).
Many investment companies pay smaller investment management fees. However,
most if not all of such companies also pay, in addition to an investment
management fee, certain of their own expenses, while almost all of TCI
Portfolios' expenses, as noted above, are paid by Investors Research.
TCI Portfolios' and Investors Research have adopted a Code of Ethics
(the "Code"), which restricts personal investing practices by employees of
Investors Research and its affiliates. Among other provisions, the Code
requires that employees with access to information about the purchase or sale
of securities in the fund's portfolios obtain preclearance before executing
personal trades. With respect to portfolio managers and other investment
personnel, the Code prohibits acquisition of securities in an initial public
offering, as well as profits derived from the purchase and sale of the same
security within 60 calendar days. These provisions are designed to ensure
that the interests of fund shareholders come before the interests of the
people who manage those funds.
Twentieth Century Services, Inc., 4500 Main Street, Kansas City,
Missouri 64111, acts as transfer agent and dividend-paying agent of TCI
Portfolios. It provides facilities, equipment and personnel to TCI Portfolios
and is paid for such services by Investors Research. Certain administrative
and recordkeeping services that would otherwise be performed by Twentieth
Century Services, Inc. may be performed by the insurance company that
purchases TCI Portfolios' shares, and Investors Research may pay the
insurance company for such services.
Investors Research and Twentieth Century Services, Inc. are both wholly
owned by Twentieth Century Companies, Inc. James E. Stowers Jr., chairman and
chief executive officer of TCI Portfolios, controls Twentieth Century
Companies, Inc. by virtue of his ownership of a majority of its common stock.

FURTHER INFORMATION
ABOUT TCI PORTFOLIOS, INC.

TCI Portfolios was organized as a Maryland

corporation on June 4, 1987. It is a diversified, open-end management
investment company. Its business and affairs are managed by its officers
under the direction of its board of directors.
The principal office of TCI Portfolios is 4500 Main Street, P.O. Box
419385, Kansas City, Missouri 64141-6385. All inquiries may be made by mail
to that address or by phone to 816-531-5575.
TCI Portfolios issues five series of common stock with a par value of
$.01 per share. The assets belonging to each series of shares are held
separately by the custodian and, in effect, each series is a separate fund.
Each share of each series, when issued, is fully paid and non-assessable.
Each share, irrespective of series, is entitled to one vote for each
dollar of net asset value applicable to such share on all questions, except
that certain matters must be voted on by the series of shares affected, and
matters affecting only one series are voted upon only by that series.
Shares have non-cumulative voting rights, which means that holders of
more than 50% of the net asset value of the shares voting for election of
directors can elect all of the directors if they choose to do so, and, in
such event, the holders of the remaining minority will not be able to elect
any person or persons to the board of directors.
An insurance company issuing a variable contract invested in shares
issued by TCI Portfolios will request voting instructions from contract
holders and will vote shares in proportion to the voting instructions
received.
In the event of the complete liquidation or dissolution of TCI
Portfolios, shareholders of each series of shares shall be entitled to
receive, pro rata, all of the assets less the liabilities of that series.
TCI PORTFOLIOS RESERVES THE RIGHT TO CHANGE ANY OF ITS POLICIES,
PRACTICES AND PROCEDURES DESCRIBED IN THIS PROSPECTUS, INCLUDING THE
STATEMENT OF ADDITIONAL INFORMATION, WITHOUT SHAREHOLDER APPROVAL EXCEPT IN
THOSE INSTANCES WHERE SHAREHOLDER APPROVAL IS EXPRESSLY REQUIRED.

TCI PORTFOLIOS, INC.
TCI Advantage

Prospectus

May 1, 1996

[company logo]
TCI PORTFOLIOS, INC.
Part of the Twentieth Century
Family of Funds
- -----------------------------------
P.O. Box 419385
- -----------------------------------
Kansas City, Missouri
- -----------------------------------
64141-6385
1-800-345-3533 or 816-531-5575
- -----------------------------------

[company logo]
================================================================================
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IN-BKT-4184
9601 Recycled

Prospectus

MAY 1,
1996

- --------------------------------------------------------------------------------

TCI Portfolios, Inc. ("TCI Portfolios") is a mutual fund that offers its
shares only to insurance companies to fund the benefits of variable annuity or
variable life insurance contracts. The fund currently offers five portfolios or
series. TCI International is described in this prospectus. The other series are
described in separate prospectuses. TCI International is sometimes hereinafter
referred to as the "fund." You should consult the prospectus of the separate
account of the specific insurance product that accompanies this prospectus to
see which series of TCI Portfolios are available for purchase for such insurance
product.
The investment objective of TCI International is capital growth. TCI
International will seek to achieve its investment objective by investing
primarily in an internationally diversified portfolio of common stocks that are
considered by management to have prospects for appreciation. The fund will
invest primarily in securities of issuers located in developed markets.
Investment in securities of foreign issuers typically involves a greater degree
of risk than investment in domestic securities. (See "Risk Factors," page 5.)
There can be no assurance that the fund will achieve its investment objective.
Shares of the fund may be purchased only by insurance companies for the
purpose of funding variable annuity or variable life insurance contracts. This
prospectus should be read in conjunction with the prospectus of the separate
account of the specific insurance product that accompanies this prospectus.
Additional information is included in the statement of additional
information dated May 1, 1996, and filed with the Securities and Exchange
Commission. It is incorporated in this prospectus by reference. To obtain a
copy, or to make any other inquiries, call or write:

TABLE OF CONTENTS

Financial Highlights.....................................................3

INFORMATION REGARDING THE FUND
Investment Policies of the Fund..........................................4
Risk Factors.............................................................5
Shareholders of TCI Portfolios...........................................6
Other Investment Policies................................................6
Forward Currency Exchange Contracts...................................6
Derivative Securities.................................................7
Indirect Foreign Investment...........................................8
Sovereign Debt Obligations............................................8
Repurchase Agreements.................................................8
When-Issued Securities................................................8
Short Sales...........................................................8
Rule 144A Securities..................................................9
Performance Advertising..................................................9

ADDITIONAL INFORMATION YOU SHOULD KNOW

Share Price.............................................................11
Purchase and Redemption of Shares....................................11
When Share Price is Determined.......................................11
How Share Price is Determined........................................11
Distributions...........................................................12
Taxes...................................................................12
Management..............................................................12
Further Information
About TCI Portfolios, Inc............................................13

FINANCIAL HIGHLIGHTS

INCOME FROM
INVESTMENT OPERATIONS DISTRIBUTIONS
------------------------------------------ -------------------------------------------
Net Realized
and Unrealized Distributions
Gains on from Net
Net Asset Investments Total Distributions Realized
Value, Net and Foreign from from Net Gains on
TCI Beginning Investment Currency Investment Investment Security Total
International of Period Income Transactions Operations Income Transactions Distributions

May 1, 1994
(inception)
through
Dec. 31, 1994 $5.00 $(0.003)* $(0.25) $(0.25) -- -- --
Year Ended
Dec. 31, 1995 4.75 0.03* 0.55 0.58 -- -- --

(table continued below)

RATIOS/SUPPLEMENTAL DATA
-----------------------------------------------------
(table continued) Ratio of Net Net
Ratio of Investment Assets,
Net Asset Operating Income End of
Value, Expenses to Portfolio Period
TCI End of Total to Average Average Turnover (in
International Period Return Net Assets Net Assets Rate thousands)

May 1, 1994
(inception)
through
Dec. 31, 1994 $4.75 (5.00%) 1.50%** (0.11%)** 157% $17,993
Year Ended
Dec. 31, 1995 5.33 12.21% 1.50% 0.70% 214% 51,609

*Computed using average shares outstanding throughout the period.
**Annualized
</TABLE>

INFORMATION REGARDING THE FUND
- --------------------------------------------------------------------------------

INVESTMENT POLICIES OF THE FUND

TCI Portfolios has adopted certain investment restrictions applicable to
the fund that are set forth in the statement of additional information. Those
restrictions, as well as the investment objective of the fund, as identified
on the front cover page, and any other investment policies designated as
"fundamental" in this prospectus or in the statement of additional
information, cannot be changed without the approval of the shareholders
entitled to cast a majority of the outstanding votes of the corporation, as
defined by the Investment Company Act. The fund has implemented additional
investment policies and practices to guide its activities in the pursuit of
its investment objective. These policies and practices, which are described
throughout this prospectus, are not designated as fundamental policies and
may be changed without shareholder approval.
The investment objective of TCI International is capital growth. The
fund will seek to achieve its investment objective by investing primarily in
securities of foreign companies that meet certain fundamental and technical
standards of selection and have, in the opinion of the investment manager,
potential for appreciation. The fund will invest primarily in common stocks
(defined to include depositary receipts for common stocks and other equity
equivalents) of such companies. TCI Portfolios tries to stay fully invested
in such securities, regardless of the movement of stock prices generally.
Although the primary investment of the fund will be common stocks, the
fund may also invest in other types of securities consistent with the
accomplishment of the fund's objectives. When the manager believes that the
total capital growth potential of other securities equals or exceeds the
potential return of common stocks, the fund may invest up to 35% of its
assets in such other securities.
The other securities the fund may invest in are convertible securities,
preferred stocks, bonds, notes and debt securities of companies, obligations
of domestic or foreign governments and their agencies. The fund will limit
its purchases of debt securities to investment-grade obligations. For
long-term debt obligations this includes securities that are rated Baa or
better by Moody's Investor Services, Inc. ("Moody's") or BBB or better by
Standard & Poor's corporation ("S&P"), or that are not rated but considered
by the manager to be of equivalent quality. According to Moody's, bonds rated
Baa are medium grade and possess some speculative characteristics. A BBB
rating by S&P indicates S&P's belief that a security exhibits a satisfactory
degree of safety and capacity for repayment but is more vulnerable to adverse
economic conditions or changing circumstances than higher-rated securities.
The fund may make foreign investments either directly in foreign
securities or indirectly by purchasing depositary receipts or depositary
shares or similar instruments for foreign securities ("DRs"). DRs are
securities that are listed on exchanges or quoted in the over-the-counter
markets in one country but represent shares of issuers domiciled in another
country.
Notwithstanding the fund's investment objective of capital growth, under
exceptional market or economic conditions, the fund may temporarily invest
all or a substantial portion of its assets in cash or investment-grade
short-term securities (denominated in U.S. dollars or foreign currencies). To
the extent the fund assumes a defensive position, it will not be pursuing its
investment objective of capital growth.
Under normal conditions, the fund will invest at least 65% of its assets
in common stocks or other equity equivalents of issuers from at least three
countries outside of the United States. While securities of U.S. issuers may
be included in the portfolio from time to time, it is the primary intent of
the manager to diversify investments across a broad range of foreign issuers.
Management defines "foreign issuer" as an issuer of securities that is
domiciled outside

the United States and/or whose shares trade principally on an exchange or
other market outside the United States.
In order to achieve maximum investment flexibility, the fund has not
established geographic limits on asset distribution on either a
country-by-country or region-by-region basis. The investment manager expects
to invest both in issuers whose principal place of business is located in
countries with developed economies (such as Germany, the United Kingdom and
Japan) and in issuers whose principal place of business is located in
countries with less developed economies (such as Portugal, Malaysia and
Mexico).
The principal criterion for inclusion of a security in the fund's
portfolio is its ability to meet the fundamental and technical standards of
selection and, in the opinion of the fund's investment manager, to achieve
better-than-average appreciation. If, in the opinion of the fund's investment
manager, a particular security satisfies this principal criterion, the
security may be included in the fund's portfolio, regardless of the location
of the issuer or the percentage of the fund's investments in the issuer's
country or region.
At the same time, however, the investment manager recognizes that both
the selection of the fund's individual securities and the allocation of the
portfolio's assets across different countries and regions are important
factors in managing an international equity portfolio. For this reason, the
manager also will consider a number of other factors in making investment
selections including: the prospects for relative economic growth among
countries or regions, economic and political conditions, expected inflation
rates, currency exchange fluctuations and tax considerations.

RISK FACTORS

Investing in securities of foreign issuers generally involves greater
risks than investing in the securities of domestic companies. Potential
investors should carefully consider the following factors before investing:
Currency Risk. The value of the fund's foreign investments may be
significantly affected by changes in currency exchange rates. The dollar
value of a foreign security generally decreases when the value of the dollar
rises against the foreign currency in which the security is denominated and
tends to increase when the value of the dollar falls against such currency.
In addition, the value of the fund's assets may be affected by losses and
other expenses incurred in converting between various currencies in order to
purchase and sell foreign securities and by currency restrictions, exchange
control regulation, currency devaluations, and political developments.
Political and Economic Risk. The economies of many of the countries in
which the fund invests are not as developed as the economy of the United
States and may be subject to significantly different forces. Political or
social instability, expropriation or confiscatory taxation, and limitations
on the removal of funds or other assets, could also adversely affect the
value of investments. Investments in lesser developed countries will involve
exposure to economic structures that are generally less diverse and mature
than in the United States or other developed countries and to political
systems that can be expected to be less stable than those of more developed
countries. A developing country can be considered to be a country that is in
the initial stages of its industrialization cycle. Historically, markets of
developing countries have been more volatile than the markets of developed
countries. The fund has no limit with respect to investments in lesser
developed countries.
Regulatory Risk. Foreign companies are generally not subject to the
regulatory controls imposed on U.S. issuers and, in general, there is less
publicly available information about foreign securities than is available
about domestic securities. Many foreign companies are not subject to uniform
accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to domestic companies. Income
from foreign securities owned by

the fund may be reduced by a withholding tax at the source that would reduce
dividends paid by the fund.
Market and Trading Risk. Brokerage commission rates in foreign
countries, which are generally fixed rather than subject to negotiation as in
the United States, are likely to be higher. The securities markets in many of
the countries in which the fund invests will have substantially less trading
volume than the principal U.S. markets. As a result, the securities of some
companies in these countries may be less liquid and more volatile than
comparable U.S. securities. Furthermore, one securities broker may represent
all or a significant part of the trading volume in a particular country,
resulting in higher trading costs and decreased liquidity due to a lack of
alternative trading partners. There is generally less government regulation
and supervision of foreign stock exchanges, brokers and issuers, which may
make it difficult to enforce contractual obligations. In addition, extended
clearance and settlement periods in some foreign markets could result in
losses to the fund or cause the fund to miss attractive investment
possibilities.

SHAREHOLDERS OF TCI PORTFOLIOS

TCI Portfolios will offer its shares only to insurance companies for the
purpose of funding variable annuity or variable life insurance contracts.
Although TCI Portfolios does not foresee any disadvantages to contract owners
due to the fact that it offers its shares as an investment medium for both
variable annuity and variable life products, the interests of various
contract owners participating in the funds of TCI Portfolios might at some
time be in conflict due to future differences in tax treatment of variable
products or other considerations. Consequently, TCI Portfolios' board of
directors will monitor events in order to identify any material
irreconcilable conflicts that may possibly arise, and to determine what
action, if any, should be taken in response to such conflicts. If a conflict
were to occur, an insurance company separate account might be required to
withdraw its investments in the fund and the fund might be forced to sell
securities at disadvantageous prices to fund such withdrawal.

OTHER INVESTMENT POLICIES

For additional information regarding the fund and its investment
policies, see "Investment Restrictions Applicable to all Series of Shares" in
the statement of additional information.

FORWARD CURRENCY
EXCHANGE CONTRACTS

Some of the securities held by the fund will be denominated in foreign
currencies. Other securities, such as DRs, may be denominated in U.S. dollars
or the currency of the country where issued (if not U.S. dollars) but have a
value that is dependent upon the performance of a foreign security, as valued
in the currency of its home country. As a result, the value of its portfolio
will be affected by changes in the exchange rate between foreign currencies
and the U.S. dollar as well as by changes in the market value of the
securities themselves. The performance of foreign currencies relative to the
dollar may be an important factor in the overall performance of the fund.
In order to protect against adverse movements in exchange rates between
currencies, the fund may, for hedging purposes only, enter into forward
currency exchange contracts. A forward currency exchange contract obligates
the fund to purchase or sell a specific currency at a future date at a
specific price.
The fund may elect to enter into a forward currency exchange contract
with respect to a specific purchase or sale of a security, or with respect to
the fund's portfolio positions generally.
By entering into a forward currency exchange contract with respect to
the specific purchase or sale of a security denominated in a foreign
currency, the fund can "lock in" an exchange rate between the trade and
settlement dates for that

purchase or sale. This practice is sometimes referred to as "transaction
hedging." The fund may enter into transaction hedging contracts with respect
to all or a substantial portion of its trades.
When the manager believes that a particular currency may decline in
value compared to the U.S. dollar, the fund may enter into a foreign currency
exchange contract to sell an amount of foreign currency equal to the value of
some or all of the fund's portfolio securities either denominated in, or
whose value is tied to, that currency. This practice is sometimes referred to
as "portfolio hedging." The fund may not enter into a portfolio hedging
transaction where the fund would be obligated to deliver an amount of foreign
currency in excess of the aggregate value of the fund's portfolio securities
or other assets denominated in, or whose value is tied to, that currency.
The fund will make use of portfolio hedging to the extent deemed
appropriate by the investment manager. However, it is anticipated that the
fund will enter into portfolio hedges much less frequently than transaction
hedges.
If the fund enters into a forward contract, the fund, when required,
will instruct its custodian bank to segregate cash or liquid high-grade
securities in a separate account in an amount sufficient to cover its
obligation under the contract. Those assets will be valued at market daily,
and if the value of the segregated securities declines, additional cash or
securities will be added so that the value of the account is not less than
the amount of the fund's commitment. At any given time, no more than 15% of
the fund's assets will be committed to a segregated account in connection
with portfolio hedging transactions.
Predicting the relative future values of currencies is very difficult,
and there is no assurance that any attempt to protect the fund against
adverse currency movements through the use of forward currency exchange
contracts will be successful. In addition, the use of forward currency
exchange contracts may limit the potential gains that might result from a
positive change in the relationship between the foreign currency and the U.S.
dollar.

DERIVATIVE SECURITIES

To the extent permitted by its investment objectives and policies, each
of the funds may invest in securities that are commonly referred to as
"derivative" securities. Certain derivative securities are more accurately
described as "index/ structured securities." Index/structured securities are
derivative securities whose value or performance is linked to other equity
securities (such as DRs), currencies, interest rates, indexes or other
financial indicators ("reference indexes"). No fund may invest in an
index/structured security unless the reference index or the instrument to
which it relates is an eligible investment for the fund.
The return, interest rate, or, unlike most fixed income securities, the
principal amount payable at maturity of an index/structured security may
increase or decrease, depending upon changes in the reference index. Index/
structured securities may be positively or negatively indexed. That means
that an increase in the reference index may produce an increase or decrease
in the return, interest rate or value at maturity of the security.
No purchases will be made of index/structured securities having
"leverage" characteristics. This means that no investments will be made in
securities whose change in return, interest rate or value at maturity is a
multiple of the change in the reference index.
Because their performance is tied to a reference index, a fund investing
in index/structured securities, in addition to being exposed to the credit
risk of the issuer of the security, will also bear the market risk of changes
in the reference index.
The board of directors has approved management's policy regarding
investments in derivative securities. That policy specifies factors that must
be considered in connection with a purchase of derivative securities. The
policy also establishes a committee that must review certain proposed
purchases before the purchases can be made. Management will report on fund
activity in

derivative securities to the board of directors as necessary. In addition,
the board will review management's policy for investments in derivative
securities annually.

INDIRECT FOREIGN INVESTMENT

Subject to certain restrictions contained in the Investment Company Act,
the fund may invest in certain foreign countries indirectly through
investment fund and registered investment companies authorized to invest in
those countries. If the fund invests in investment companies, the fund will
bear its proportionate shares of the costs incurred by such companies,
including investment advisory fees, if any.

SOVEREIGN DEBT OBLIGATIONS

The fund may purchase sovereign debt instruments issued or guaranteed by
foreign governments or their agencies. Sovereign debt may be in the form of
conventional securities or other types of debt instruments such as loans or
loan participations.

REPURCHASE AGREEMENTS

The fund may invest in repurchase agreements when such transactions
present an attractive short-term return on cash that is not otherwise
committed to the purchase of securities pursuant to the investment policy of
the fund.
A repurchase agreement occurs when, at the time the fund purchases an
interest-bearing obligation, the seller (a bank or broker-dealer registered
under the Securities Exchange Act of 1934) agrees to repurchase it on a
specified date in the future at an agreed-upon price. The repurchase price
reflects an agreed-upon interest rate during the time the fund's money is
invested in the security.
Since the security purchased constitutes security for the repurchase
obligation, a repurchase agreement can be considered as a loan collateralized
by the security purchased. The fund's risk is the ability of the seller to
pay the agreed-upon repurchase price on the repurchase date. If the seller
defaults, the fund may incur costs in disposing of the collateral, which
would reduce the amount realized thereon. If the seller seeks relief under
the bankruptcy laws, the disposition of the collateral may be delayed or
limited. To the extent the value of the security decreases, the fund could
experience a loss.
The fund will limit repurchase agreement transactions to transactions
with those commercial banks and broker-dealers whose creditworthiness has
been reviewed and found satisfactory by the fund's management pursuant to
criteria adopted by the fund's board of directors.
The fund will not invest more than 15% of its assets in repurchase
agreements maturing in more than seven days.

WHEN-ISSUED SECURITIES

SHORT SALES

The fund may engage in short sales if, at the time of the short sale,
the fund owns or has the

right to acquire an equal amount of the security being sold short at no
additional cost. These transactions allow a fund to hedge against price
fluctuations by locking in a sale price for securities it does not wish to
sell immediately.
A fund may make a short sale when it wants to sell the security it owns
at a current attractive price, but also wishes to defer recognition of gain
or loss for federal income tax purposes and for purposes of satisfying
certain tests applicable to regulated investment companies under the Internal
Revenue Code.

RULE 144A SECURITIES

The fund may invest up to 15% of its assets in illiquid securities
(securities that may not be sold within seven days at approximately the price
used in determining the net asset value of fund shares), including restricted
securities. Although securities that may be resold only to qualified
institutional buyers in accordance with the provisions of Rule 144A under the
Securities Act of 1933 are considered "restricted securities," the fund may
purchase Rule 144A securities without regard to the percentage limitations
described above when Rule 144A securities present an attractive investment
opportunity, otherwise meet the fund's criteria of selection, and also meet
the liquidity guidelines established for Rule 144A securities.
With respect to securities eligible for resale under Rule 144A, the
staff of the Securities and Exchange Commission has taken the position that
the liquidity of such securities in the portfolio of a fund offering
redeemable securities is a question of fact for the board of directors to
determine, such determination to be based upon a consideration of the readily
available trading markets and the review of any contractual restrictions.
Accordingly, the board of directors is responsible for developing and
establishing the guidelines and procedures for determining the liquidity of
Rule 144A securities. As allowed by Rule 144A, the board of directors of TCI
Portfolios has delegated the day-to-day function of determining the liquidity
of 144A securities to the investment manager. The board retains the
responsibility to monitor the implementation of the guidelines and procedures
it has adopted.
Since the secondary market for such securities will be limited to
certain qualified institutional investors, their liquidity may be limited
accordingly and the fund may from time to time hold a Rule 144A security that
is illiquid. In such an event, TCI Portfolios will consider appropriate
remedies to minimize the effect on the fund's liquidity.

PERFORMANCE ADVERTISING

Industrial Average, the Dow Jones World Index and the Morgan Stanley Capital
International Europe, Australia, Far East (EAFE) Index. Fund performance may
also be compared to other funds in the Twentieth Century family. It may also
be combined or blended with other funds in the Twentieth Century family, and
that combined or blended performance may be compared to the same indices to
which the individual funds may be compared.
All performance information advertised by the TCI Portfolios is
historical in nature and is not intended to represent or guarantee future
results. The value of fund shares when redeemed may be more or less than
their original cost.
PERFORMANCE FIGURES ADVERTISED BY TCI PORTFOLIOS SHOULD NOT BE USED FOR
COMPARATIVE PURPOSES BECAUSE THESE FIGURES WILL NOT INCLUDE CHARGES AND
DEDUCTIONS IMPOSED BY THE INSURANCE COMPANY SEPARATE ACCOUNT UNDER THE
VARIABLE ANNUITY OR VARIABLE LIFE INSURANCE CONTRACTS.

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

PURCHASE AND
REDEMPTION OF SHARES

WHEN SHARE PRICE IS DETERMINED

The price of TCI Portfolios' shares is their net asset value. Net asset
value is determined at the close of business of the New York Stock Exchange,
usually 3 p.m. Central time, on each day that the Exchange is open. Requests
to redeem shares and investments received by the separate account before the
close of business of the Exchange are effective on, and will receive the
price determined, the day received. Redemption requests and investments
received thereafter are effective on, and receive the price determined, as of
the close of the Exchange the next day the Exchange is open.

HOW SHARE PRICE IS DETERMINED

The valuation of assets for determining net asset value may be
summarized as follows:
The portfolio securities of the fund, except as otherwise noted, listed
or traded on a stock exchange are valued at the latest sale price on the
exchange where they are primarily traded. Portfolio securities primarily
traded on foreign securities exchanges are generally valued at the preceding
closing value of such security on the exchange where primarily traded. If no
sale is reported, or if local convention or regulation so provides, the mean
of the latest bid and asked price is used. Depending on local convention or
regulation, securities traded over the counter are priced at the mean of the
latest bid and asked price, or at the last sale price. When market quotations
are not readily available, securities and other assets are valued at fair
value as determined in good faith by the board of directors.
Debt securities not traded on a principal securities exchange are valued
through valuations obtained from a commercial pricing service or at the most
recent mean of the bid and asked prices provided by investment dealers in
accordance with procedures established by the board of directors.
Pursuant to a determination by TCI Portfolios' board of directors that
such value represents fair value, debt securities with maturities of 60 days
or less are valued at amortized cost. When a security is valued at amortized
cost, it is valued at its cost when purchased, and thereafter by assuming a
constant amortization to maturity of any discount or premium, regardless of
the impact of fluctuating interest rates on the market value of the
instrument.
The value of an exchange-traded foreign security is determined in its
national currency as of the close of trading on the foreign exchange on which
it is traded or as of the close of business on the New York Stock Exchange,
if that is earlier. That value is then converted to U.S. dollars at the
prevailing foreign exchange rate.
Trading in securities on European and Far Eastern securities exchanges
and over-the-counter markets is normally completed at various times before
the close of business on each day that the New York Stock Exchange is open.
If an event were to occur after the value of a security was established but
before the net asset value per share was determined that was likely to
materially change the net asset value, then that security

would be valued at fair value as determined by the board of directors.
Trading of securities in foreign markets may not take place on every New York
Stock Exchange business day. In addition, trading may take place in various
foreign markets on Saturdays or on other days when the New York Stock
Exchange is not open and on which a fund's net asset value is not calculated.
Therefore, such calculation does not take place contemporaneously with the
determination of the prices of many of the portfolio securities used in such
calculation and the value of the fund's portfolio may be significantly
affected on days when shares of the fund may not be purchased or redeemed.

DISTRIBUTIONS

Distributions from net investment income and realized securities gains,
if any, generally are declared and paid once a year, but the fund may make
distributions on a more frequent basis to comply with the distributions
requirements of the Internal Revenue Code, in all events in a manner
consistent with the provisions of the Investment Company Act.
All distributions from the fund will be reinvested in additional shares.
The board of directors may elect not to distribute capital gains in
whole or in part to take advantage of loss carryovers.

TAXES

MANAGEMENT

experience during the past five years are as follows:
ROBERT C. PUFF, JR., executive vice president and chief investment
officer, has been a portfolio manager since joining Investors Research in
1983. In his position as chief investment officer, Mr. Puff oversees the
investment activities of all of the teams that manage TCI Portfolios funds.
THEODORE J. TYSON, vice president and portfolio manager, joined
Investors Research in 1988 and has been a portfolio manager member of the TCI
International team since its inception in 1994.
HENRIK STRABO, vice president and portfolio manager, joined Investors
Research in 1993 as a financial analyst and has been a portfolio manager
member of the TCI International team since its inception in 1994. Prior to
joining Investors Research, Mr. Strabo was vice president, international
equity sales with Barclays de Zoete Wedd (1991-1993) and obtained
international equity sales experience with Cresvale International
(1990-1991).
The activities of Investors Research are subject only to directions of
TCI Portfolios' board of directors. Investors Research pays all the expenses
of TCI Portfolios except brokerage, taxes, interest, fees and expenses of the
non-interested person directors (including counsel fees) and extraordinary
expenses.
For the foregoing services, Investors Research is paid a fee of 1.5% of
the average net assets of the fund during the year. The fee is paid and
computed on the first business day of each month by multiplying 1.5% of the
average daily closing net asset values of the shares of the fund during the
previous month by a fraction, the numerator of which is the number of days in
the previous month and the denominator of which is 365 (366 in leap years).
The management fee paid by the fund to Investors Research is higher than
the fees paid by the various other TCI Portfolios funds because of the higher
costs and additional expenses associated with managing and operating a fund
owning a portfolio consisting primarily of foreign securities. The fee may
also be higher than the fee paid by many other international or foreign
investment companies. Many investment companies pay smaller investment
management fees. However, most if not all of such companies also pay, in
addition to an investment management fee, certain of their own expenses,
while almost all of TCI Portfolios' expenses, as noted above, are paid by
Investors Research.
TCI Portfolios and Investors Research have adopted a Code of Ethics (the
"Code"), which restricts personal investing practices by employees of
Investors Research and its affiliates. Among other provisions, the Code
requires that employees with access to information about the purchase or sale
of securities in the fund's portfolios obtain preclearance before executing
personal trades. With respect to portfolio managers and other investment
personnel, the Code prohibits acquisition of securities in an initial public
offering, as well as profits derived from the purchase and sale of the same
security within 60 calendar days. These provisions are designed to ensure
that the interests of fund shareholders come before the interests of the
people who manage those funds.
Twentieth Century Services, Inc., 4500 Main Street, Kansas City,
Missouri 64111, acts as transfer agent and dividend paying agent of TCI
Portfolios. It provides facilities, equipment and personnel to TCI
Portfolios, and is paid for such services by Investors Research. Certain
administrative and recordkeeping services that would otherwise be performed
by Twentieth Century Services, Inc., may be performed by the insurance
company that purchases TCI Portfolios' shares, and Investors Research may pay
the insurance company for such services.
Investors Research and Twentieth Century Services, Inc. are both wholly
owned by Twentieth Century Companies, Inc. James E. Stowers Jr., chairman and
chief executive officer of TCI Portfolios, controls Twentieth Century
Companies, Inc. by virtue of his ownership of a majority of its common stock.

FURTHER INFORMATION
ABOUT TCI PORTFOLIOS, INC.

TCI Portfolios was organized as a Maryland corporation on June 4, 1987.
It is a diversified, open-end management investment company. Its business and
affairs are managed by its officers under the direction of its board of
directors.
The principal office of TCI Portfolios is 4500 Main Street, P.O. Box
419385, Kansas City, Missouri 64141-6385. All inquiries may be made by mail
to that address, or by phone to 816-531-5575.
TCI Portfolios issues five series of common stock with a par value of
$.01 per share. The assets belonging to each series of shares are held
separately by the custodian, and in effect each series is a separate fund.
Each share of each series, when issued, is fully paid and non-assessable.
Each share, irrespective of series, is entitled to one vote for each
dollar of net asset value applicable to such share on all questions, except
that certain matters must be voted on by the series of shares affected, and
matters affecting only one series are voted upon only by that series.
Shares have non-cumulative voting rights, which means that holders of
more than 50% of the net asset value of the shares voting for election of
directors can elect all of the directors if they choose to do so, and, in
such event, the holders of the remaining minority will not be able to elect
any person or persons to the board of directors.
An insurance company issuing a variable contract invested in shares
issued by TCI Portfolios will request voting instructions from contract
holders and will vote shares in proportion to the voting instructions
received.
In the event of the complete liquidation or dissolution of TCI
Portfolios, shareholders of each series of shares shall be entitled to
receive, pro rata, all of the assets less the liabilities of that series.
TCI PORTFOLIOS RESERVES THE RIGHT TO CHANGE ANY OF ITS POLICIES,
PRACTICES AND PROCEDURES DESCRIBED IN THIS PROSPECTUS, INCLUDING THE
STATEMENT OF ADDITIONAL INFORMATION, WITHOUT SHAREHOLDER APPROVAL EXCEPT IN
THOSE INSTANCES WHERE SHAREHOLDER APPROVAL IS EXPRESSLY REQUIRED.

TCI PORTFOLIOS, INC.
TCI International

Prospectus

May 1, 1996

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IN-BKT-4185
9601 Recycled

<PAGE>

TCI Portfolios, Inc.
Statement of Additional Information

MAY 1,
1996

- --------------------------------------------------------------------------------

This statement is not a prospectus but should be read in conjunction with
the applicable current TCI Portfolios, Inc. prospectus of its five series of
shares, TCI Growth, TCI Value, TCI Balanced, TCI Advantage or TCI International
as the case may be. Each of such prospectuses is dated May 1, 1996. Please
retain this document for future reference. To obtain copies of the various TCI
Portfolios prospectuses, call TCI Portfolios at 1-800-345-3533 or 816-531-5575,
or write to P.O. Box 419385, Kansas City, Missouri 64141-6385.

TABLE OF CONTENTS

TCI TCI TCI TCI TCI
Page Growth Value Balanced Advantage International
Herein Prospectus Prospectus Prospectus Prospectus Prospectus
Page Page Page Page Page
<S> <C> <C> <C> <C> <C> <C>

Selection of Investments 2 4 4 4 4 4
Investment Restrictions Applicable
to All Series of Shares 3 -- -- -- -- --
Index Futures Contract 4 -- 7 -- -- --
An Explanation of Fixed Income
Securities Ratings 5 -- -- -- -- --
Short Sales 7 7 9 9 9 8
Portfolio Turnover 7 -- 7 -- -- --
Performance Advertising 8 8 10 9 9 9
Officers and Directors 9 -- -- -- -- --
Management 11 10 12 12 12 12
Custodian 12 -- -- -- -- --
Auditors 12 -- -- -- -- --
Capital Stock 12 -- -- -- -- --
Brokerage 13 -- -- -- -- --
Redemptions in Kind 14 -- -- -- -- --
Holidays 14 -- -- -- -- --
Financial Statements 14 -- -- -- -- --

</TABLE>
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SELECTION OF INVESTMENTS
-----------------------------------------------------------------------------

Currently, TCI Portfolios offers five funds: TCI Growth, TCI Value, TCI
Balanced, TCI Advantage and TCI International. Such funds are sometimes
individually referred to as a "fund," and collectively as the "funds."

TCI GROWTH
In achieving their investment objectives, the funds of TCI Portfolios
must conform to certain fundamental policies that may not be changed without
shareholder approval.
The following paragraph is a statement of fundamental policy with
respect to investment selection:
In general, within the restrictions outlined in the prospectus or in
other statements of the corporation's fundamental policies, TCI Growth, TCI
Value, TCI International and, with regard to the equity portion of their
portfolios, TCI Balanced and TCI Advantage, each has broad power with respect
to investing funds or holding them uninvested. Investments are varied
according to what is judged advantageous under changing economic conditions.
It is the management's intention that TCI Growth, TCI Value, TCI
International and the equity portion of TCI Balanced and TCI Advantage will
generally consist of common stocks. However, the investment manager may
invest the assets in varying amounts in other instruments and in senior
securities, such as bonds, debentures and preferred stocks, when such a
course is deemed appropriate under certain market and economic conditions.
Senior securities that, in the opinion of management, are high-grade issues
may also be purchased for defensive purposes.

TCI VALUE
Management intends to invest the assets of TCI Value primarily in equity
securities of well-established companies with intermediate-to-large market
capitalizations which management believes to be undervalued at the time of
purchase. The selection of these investments is described above under
"Selection of Investments--TCI Growth."

TCI BALANCED
Management intends to invest the TCI Balanced portfolio approximately
60% in common stocks and the remainder in fixed income securities. Equity
security investments are described above under "Selection of Investments--TCI
Growth." At least 80% of the fixed income assets will be invested in
securities that, at the time of purchase, are rated by a nationally
recognized statistical rating organization within the three highest
categories. The fund may invest in securities of the United States government
and its agencies and instrumentalities, corporate, sovereign government,
municipal, mortgage-related, and other asset-backed securities. It can be
expected that management will invest from time to time in bonds and preferred
stock convertible into common stock.

TCI ADVANTAGE
Management intends to invest approximately (i) 20% of TCI Advantage's
assets in government securities with a weighted average maturity of six
months or less, i.e., cash and cash equivalents, (ii) 40% of the fund's
assets in fixed income government securities with a weighted average maturity
of three to 10 years (although management has the discretion to invest some
or all of this portion of the fund's assets in cash or cash equivalents if it
believes that market conditions merit) and (iii) 40% of the fund's assets in
equity securities. All of the debt securities purchased, regardless of
weighted average maturity, will be securities of the U.S. government and its
agencies and instrumentalities, including mortgage-related and other
asset-backed securities issued by such entities. Equity security investments
are described above under "Selection of Investments--TCI Growth."

TCI INTERNATIONAL
Management intends to invest the assets of TCI International primarily
in an internationally diversified portfolio of common stocks. The selection
of these investments is described above under "Selection of Investments--TCI
Growth."

INVESTMENT RESTRICTIONS APPLICABLE TO ALL SERIES
OF SHARES
-----------------------------------------------------------------------------

Additional fundamental policies applicable to TCI Portfolios that may be
changed only with shareholder approval provide that:
(1) No series of shares shall invest more than 15% of its assets in illiquid
investments;
(2) No series of shares shall invest in the securities of companies that,
including predecessors, have a record of less than three years'
continuous operation;
(3) No series of shares shall make loans to other persons, but may lend its
portfolio securities to unaffiliated persons. Such loans must be secured
continuously by cash collateral maintained on a current basis in an
amount at least equal to the market value of the securities loaned;
during the existence of the loan, the corporation must continue to
receive the equivalent of the interest and dividends paid by the issuer
on the securities loaned and interest on the investment of the
collateral; the corporation must have the right to call the loan and
obtain the securities loaned at any time on five days' notice, including
the right to call the loan to enable the corporation to vote the
securities. The interest and dividends on loaned securities of either
series may not exceed 10% of the annual gross income of that series
(without offset for realized capital gains);

(4) Except with regard to TCI Value to which this restriction shall apply
with regard to 75% of its portfolio, no series of shares shall purchase
the security of any one issuer if such purchase would cause more than 5%
of the assets of such series at market to be invested in the securities
of such issuer, except United States government securities, or if the
purchase would cause more than 10% of the outstanding voting securities
of any one issuer to be held in the portfolio of such series;

(5) No series of shares shall invest for control or for management, or
concentrate its investment in a particular company or a particular
industry. No more than 25% of the assets of each series, exclusive of
cash and government securities, will be invested in securities of any
one industry. The corporation may make its own reasonable industry
classifications based on information derived from published manuals,
financial database services, and the corporation's analysis of the
financial statements of affected companies;

(6) No series of shares shall buy securities on margin or sell short unless
it owns, or by virtue of its ownership of other securities has the right
to obtain securities equivalent in kind and amount to, the securities
sold (however, TCI Value may make margin deposits in connection with the
use of any financial instrument or any transaction in securities
permitted by its fundamental policies), or, except with regard to TCI
Value, write put or call options;

(7) No series of shares shall purchase shares of another investment company
if immediately after the purchase (a) the corporation owns more than 3%
of the total outstanding stock of the other investment company, or (b)
the securities which the corporation owns of the other investment
company exceed 5% of the total assets of the corporation, or (c) the
securities which the corporation owns of all other investment companies
exceed 10% of the value of the total assets of the corporation;
(8) No series of shares shall issue any senior security;
(9) No series of shares shall underwrite any security;
(10) No series of shares shall purchase or sell real estate or real estate
mortgage loans but may invest in securities of issuers that deal in real
estate or real estate mortgage loans;

(11) Except with regard to TCI Value, no series of shares shall purchase or
sell commodities or commodity contracts, including futures contracts;
and

(12) No series of shares shall borrow any money with respect to any series of
its stock, except in an amount not in excess of 5% of the total

assets of the series, and then only for emergency and extraordinary
purposes, including payment for shares redeemed.
The Investment Company Act imposes certain additional restrictions upon
acquisition by the corporation of securities issued by insurance companies,
brokers, dealers, underwriters or investment advisers, and upon transactions
with affiliated persons as therein defined. It also defines and forbids the
creation of cross and circular ownership.
To comply with the requirements of state securities administrators, TCI
Portfolios may, from time to time, agree to additional investment
restrictions. These restrictions are not fundamental policies and may be
adopted, revised or withdrawn, without shareholder approval, as required or
permitted by the various state securities administrators.
Neither the Securities and Exchange Commission nor any other agency of
the federal government participates in or supervises the corporation's
management or its investment practices or policies.

INDEX FUTURES CONTRACT
-----------------------------------------------------------------------------

As described in the prospectus, TCI Value may enter into domestic stock
index futures contracts. Unlike when a fund purchases securities, no purchase
price for the underlying securities is paid by the fund at the time it
purchases a futures contract. When a futures contract is entered into, both
the buyer and seller of the contract are required to deposit with a futures
commission merchant ("FCM") cash or high-grade debt securities in an amount
equal to a percentage of the contract's value, as set by the exchange on
which the contract is traded. This amount is known as "initial margin" and is
held by the fund's custodian for the benefit of the FCM in the event of any
default by the fund in the payment of any future obligations.
The value of the index futures is adjusted daily to reflect the
fluctuation of the value of the underlying securities that comprise the
index. This is a process known as marking the contract to market. If the
value of a party's position declines, that party is required to make
additional "variation margin" payments to the FCM to settle the change in
value. The party that has a gain may be entitled to receive all or a portion
of this amount. The FCM may have access to the fund's margin account only
under specified conditions of default.
The fund maintains from time to time a percentage of their assets in
cash or high-grade liquid securities to provide for redemptions or to hold
for future investment in securities consistent with the fund's investment
objectives. The fund may enter into index futures contracts as an efficient
means to expose the fund's cash position to the domestic equity market. The
manager believes that the purchase of futures contracts is an efficient means
to effectively be fully invested in equity securities.
The fund intends to comply with guidelines of eligibility for exclusion
from the definition of the term "commodity pool operator" adopted by the
Commodity Futures Trading Commission ("CFTC") and the National Futures
Association, which regulate trading in the futures markets. To do so, the
aggregate initial margin required to establish such positions may not exceed
5% of the fair market value of the fund's net assets, after taking into
account unrealized profits and unrealized losses on any contracts it has
entered into.
The principal risks generally associated with the use of futures
include:
o the possible absence of a liquid secondary market for any particular
instrument may make it difficult or impossible to close out a position when
desired (liquidity risk);
o the risk that the counter party to the contract may fail to perform its
obligations or the risk of bankruptcy of the FCM holding margin deposits
(counter party risk);
o the risk that the index of securities to which the futures contract relates
may go down in value (market risk); and
o adverse price movements in the underlying index can result in losses
substantially greater than the value of the fund's investment in that
instrument because only a fraction of a contract's value is required to be
deposited as initial margin (leverage risk); PROVIDED, HOWEVER, that

the fund may not purchase leveraged futures, so there is no leverage risk
involved in the fund's use of futures.
A liquid secondary market is necessary to close out a contract. TCI
Value will seek to manage liquidity risk by investing only in exchange-traded
futures. Exchange-traded index futures pose less risk that there will not be
a liquid secondary market than privately negotiated instruments. Through
their clearing corporations, the futures exchanges guarantee the performance
of the contracts. Futures contracts are generally settled within a day from
the date they are closed out, as compared to three days for most types of
equity securities. As a result, futures contracts can provide more liquidity
than an investment in the actual underlying securities. Nevertheless, there
is no assurance that a liquid secondary market will exist for any particular
futures contract at any particular time. Liquidity may also be influenced by
an exchange-imposed daily price fluctuation limit, which halts trading if a
contract's price moves up or down more than the established limit on any
given day. On volatile trading days when the price fluctuation limit is
reached, it may be impossible for a fund to enter into new positions or close
out existing positions. If the secondary market for a futures contract is not
liquid because of price fluctuation limits or otherwise, the fund may not be
able to promptly liquidate unfavorable futures positions and potentially
could be required to continue to hold a futures position until liquidity in
the market is re-established. As a result, the fund's access to other assets
held to cover its futures positions also could be impaired until liquidity in
the market is re-established.
TCI Value manages counter-party risk by investing in exchange-traded
index futures. In the event of the bankruptcy of the FCM that holds margin on
behalf of the fund, the fund may be entitled to the return of margin owed to
the fund only in proportion to the amount received by the FCM's other
customers. The manager will attempt to minimize the risk by monitoring the
creditworthiness of the FCMs with which the fund does business.
The prices of futures contracts depend primarily on the value of their
underlying instruments. As a result, the movement in market price of index
futures contracts will reflect the movement in the aggregate market price of
the entire portfolio of securities comprising the index. Since TCI Value is
not an index fund, its investment in futures contracts will not correlate
precisely with the performance of the fund's other equity investments.
However, the manager believes that an investment in index futures will more
closely reflect the investment performance of the fund than an investment in
U.S. government or other highly liquid, short-term debt securities, which is
where the cash position of the fund would otherwise be invested.
The policy of the manager is to remain fully invested in equity
securities. There may be times when the manager deems it advantageous to the
fund not to invest excess cash in index futures, but such decision will
generally not be the result of an active effort to use futures to time or
anticipate market movements in general.

AN EXPLANATION OF FIXED
INCOME SECURITIES RATINGS
-----------------------------------------------------------------------------

As described in the prospectus, the funds may invest in fixed income
securities. Fixed income securities ratings provide the investment manager
with current assessment of the credit rating of an issuer with respect to a
specific fixed income security. The following is a description of the rating
categories utilized by the rating services referenced in the prospectus
disclosure:
The following summarizes the ratings used by Standard & Poor's
Corporation ("S&P") for bonds:
AAA--This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity to pay interest and repay
principal.
AA--Debt rated AA is considered to have a very strong capacity to pay
interest and repay principal and differs from AAA issues only to a small
degree.
A--Debt rated A has a strong capacity to pay interest and repay
principal, although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt in
higher-rated categories.

BBB--Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in
higher-rated categories.
BB--Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial or economic conditions, which
could lead to inadequate capacity to meet timely interest and principal
payments. The BB rating category is also used for debt subordinated to
senior debt that is assigned an actual or implied BBB- rating.
B--Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial or economic conditions will likely impair capacity
or willingness to pay interest and repay principal. The B rating
category is also used for debt subordinated to senior debt that is
assigned an actual or implied BB or BB- rating.
CCC--Debt rated CCC has a currently identifiable vulnerability to
default and is dependent upon favorable business, financial and economic
conditions to meet timely payment of interest and repayment of
principal. In the event of adverse business, financial or economic
conditions, it is not likely to have the capacity to pay interest and
repay principal. The CCC rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied B or
B- rating.
CC--The rating CC typically is applied to debt subordinated to senior
debt that is assigned an actual or implied CCC rating.
C--The rating C typically is applied to debt subordinated to senior debt
that is assigned an actual or implied CCC- debt rating. The C rating may
be used to cover a situation where a bankruptcy petition has been filed,
but debt service payments are continued.
CI--The rating CI is reserved for income bonds on which no interest is
being paid.
D--Debt rated D is in payment default. The D rating category is used
when interest payments or principal payments are not made on the date
due even if the applicable grace period has not expired, unless S&P
believes that such payments will be made during such grace period. The D
rating also will be used upon the filing of a bankruptcy petition if
debt service payments are jeopardized.
To provide more detailed indications of credit quality, the ratings from
AA to CCC may be modified by the addition of a plus or minus sign to show
relative standing within these major rating categories.
The following summarizes the ratings used by Moody's Investors Service,
Inc. ("Moody's") for bonds:
Aaa--Bonds that are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred
to as "gilt edge." Interest payments are protected by a large or
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.
Aa--Bonds that are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities,
or fluctuation of protective elements may be of greater amplitude, or
there may be other elements present that make the long-term risk appear
somewhat larger than the Aaa securities.
A--Bonds that are rated A possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors
giving security to principal and interest are considered adequate, but
elements may be present that suggest a susceptibility to impairment some
time in the future.

Baa--Bonds that are rated Baa are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and, in fact, have speculative
characteristics as well.
Ba--Bonds that are rated Ba are judged to have speculative elements;
their future cannot be considered as well-assured. Often the protection
of interest and principal payments may be very moderate and thereby not
well safeguarded during both good and bad times in the future.
Uncertainty of position characterizes bonds in this class.
B--Bonds that are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.
Caa--Bonds that are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to
principal or interest.
Ca--Bonds that are rated Ca represent obligations that are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.
C--Bonds that are rated C are the lowest-rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.
Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
category from Aa through B. The modifier 1 indicates that the bond being
rated ranks in the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates a ranking in the
lower end of that generic rating category.

SHORT SALES
-----------------------------------------------------------------------------

Each of the funds may engage in short sales if, at the time of the short
sale, the fund owns or has the right to acquire an equal amount of the
security being sold short at no additional cost.
In a short sale, the seller does not immediately deliver the securities
sold and is said to have a short position in those securities until delivery
occurs. To make delivery to the purchaser, the executing broker borrows the
securities being sold short on behalf of the seller. While the short position
is maintained, the seller collateralizes its obligation to deliver the
securities sold short in an amount equal to the proceeds of the short sale
plus an additional margin amount established by the Board of Governors of the
Federal Reserve. If a fund engages in a short sale the collateral account
will be maintained by the fund's custodian. While the short sale is open, the
fund will maintain in a segregated custodial account an amount of securities
convertible into or exchangeable for such equivalent securities at no
additional cost. These securities would constitute the fund's long position.
A fund may make a short sale, as described above, when it wants to sell
the security it owns at a current attractive price, but also wishes to defer
recognition of gain or loss for federal income tax purposes and for purposes
of satisfying certain tests applicable to regulated investment companies
under the Internal Revenue Code. In such a case, any future losses in the
fund's long position should be reduced by a gain in the short position.
The extent to which such gains or losses are reduced would depend upon
the amount of the security sold short relative to the amount the fund owns.
There will be certain additional transaction costs associated with short
sales, but the fund will endeavor to offset these costs with income from the
investment of the cash proceeds of short sales.

PORTFOLIO TURNOVER
-----------------------------------------------------------------------------

FUNDS INVESTING IN EQUITY SECURITIES
With respect to each series of shares, the management will purchase and
sell securities

without regard to the length of time the security has been held and,
accordingly, it can be expected that the rate of portfolio turnover may be
substantial. The management intends to purchase a given security whenever
management believes it will contribute to the stated objective of the series,
even if the same security has only recently been sold. The management will
sell a given security, no matter for how long or for how short a period it
has been held in the portfolio, and no matter whether the sale is at a gain
or at a loss, if the management believes that it is not fulfilling its
purpose, either because, among other things, it did not live up to
management's expectations, or because it may be replaced with another
security holding greater promise, or because it has reached its optimum
potential, or because of a change in the circumstances of a particular
company or industry or in general economic conditions, or because of some
combination of such reasons. When a general decline in security prices is
anticipated, the management may decrease or eliminate entirely its equity
position and increase its cash position, and when a rise in price levels is
anticipated, the management may increase its equity position and decrease its
cash. Since investment decisions are based on the anticipated contribution of
the security in question to the portfolio's objectives, the rate of portfolio
turnover is irrelevant when management believes a change is in order to
achieve those objectives, and the portfolio's annual portfolio turnover rate
cannot be anticipated and may be comparatively high. This paragraph is a
statement of fundamental policy and may be changed only by a vote of the
shareholders.
High portfolio turnover involves correspondingly greater transaction
costs, which each fund must pay.

FUNDS INVESTING IN FIXED INCOME SECURITIES
The decision to purchase or sell a security is based on the contribution
of the security to the objective of the series and upon income tax
considerations. The portfolio turnover rate is irrelevant to that decision.
The annual portfolio turnover rate cannot be anticipated and may be
comparatively high. The management has no intention of accomplishing any
particular rate of portfolio turnover, whether high or low, and the portfolio
turnover rates in the past should not be considered a representation of the
rates which will be attained in the future.
High portfolio turnover involves correspondingly greater transaction
costs, which each fund must pay.

PERFORMANCE ADVERTISING
-----------------------------------------------------------------------------

The following table sets forth the average annual total return of each
of the funds for the periods indicated. Average annual total return is
calculated by determining a fund's cumulative total return for the stated
period and then computing the annual compound return that would produce the
cumulative total return if the fund's performance had been constant over that
period. Cumulative total return includes all elements of return, including
reinvestment of dividends and capital gains distributions.

From
Inception
Year ended Five years ended through
Fund Dec. 31, 1995 Dec. 31, 1995 Dec. 31, 1995
- --------------------------------------------------------------------------------
TCI GROWTH 31.10% 14.89% 12.85%
(11/20/87)(1)

TCI BALANCED 21.12% -- 9.82%
(5/1/91)(1)

TCI ADVANTAGE 16.75% -- 7.58%
(8/1/91)(1)

TCI INTERNATIONAL 12.21% -- 3.92%
(5/1/94)(1)
- --------------------------------------------------------------------------------
(1)Date of inception of Fund.

The funds may advertise average annual total return over periods of time
other than those periods shown in the foregoing table. The funds may also
advertise cumulative total return over various time periods.

The following table shows the cumulative total return and the average
annual compound rate of return of the funds for the period indicated.

Average Annual
Cumulative Compound
Total Return Rate of Return
from inception from inception
Fund through Dec. 31, 1995 through Dec. 31, 1995
- --------------------------------------------------------------------------------
TCI GROWTH 116.42% 12.85%
TCI BALANCED 54.79% 9.82%
TCI ADVANTAGE 38.03% 7.58%
TCI INTERNATIONAL 6.60% 3.92%
- --------------------------------------------------------------------------------

PERFORMANCE FIGURES ADVERTISED BY TCI PORTFOLIOS SHOULD NOT BE USED FOR
COMPARATIVE PURPOSES BECAUSE SUCH FIGURES WILL NOT INCLUDE CHARGES AND
DEDUCTIONS IMPOSED BY THE INSURANCE COMPANY SEPARATE ACCOUNT UNDER THE
VARIABLE ANNUITY OR VARIABLE LIFE INSURANCE CONTRACTS.

OFFICERS AND DIRECTORS
-----------------------------------------------------------------------------
The principal officers and the directors of the corporation, their
principal business experience during the past five years, and their
affiliations with Investors Research Corporation and its affiliated companies
are listed below. Unless otherwise noted, the business address of each
director and officer is 4500 Main Street, Kansas City, Missouri 64111. Those
directors who are "interested persons" as defined in the Investment Company
Act of 1940 are indicated by an asterisk (*).
JAMES E. STOWERS, JR.,* chairman, chief executive officer and director;
chairman, chief executive officer, director and controlling stockholder of
Twentieth Century Companies, Inc., parent corporation of Twentieth Century
Services, Inc., and Investors Research Corporation; chairman, chief executive
officer and director, Investors Research Corporation, Twentieth Century
Services, Inc., Twentieth Century Investors, Inc., Twentieth Century Premium
Reserves, Inc., Twentieth Century World Investors, Inc., Twentieth Century
Capital Portfolios, Inc., and Twentieth Century Strategic Portfolios, Inc.;
father of James E. Stowers III.
JAMES E. STOWERS III,* president and director; president and director,
Twentieth Century Companies, Inc., Investors Research Corporation, Twentieth
Century Services, Inc., Twentieth Century Investors, Inc., Twentieth Century
Premium Reserves, Inc., Twentieth Century World Investors, Inc., Twentieth
Century Capital Portfolios, Inc. and Twentieth Century Strategic Portfolios,
Inc.; son of James E. Stowers, Jr.
THOMAS A. BROWN, director; 2029 Wyandotte, Kansas City, Missouri; chief
executive officer, Associated Bearings Company, a corporation engaged in the
sale of bearings and power transmission products; director, Twentieth Century
Investors, Inc., Twentieth Century Premium Reserves, Inc., Twentieth Century
World Investors, Inc., Twentieth Century Capital Portfolios, Inc. and
Twentieth Century Strategic Portfolios, Inc.
ROBERT W. DOERING, M.D., director; 6400 Prospect, Kansas City, Missouri;
general surgeon; director, Twentieth Century Investors, Inc., Twentieth
Century Premium Reserves, Inc., Twentieth Century World Investors, Inc.,
Twentieth Century Capital Portfolios, Inc. and Twentieth Century Strategic
Portfolios, Inc.
LINSLEY L. LUNDGAARD, director; 18648 White Wing Drive, Rio Verde,
Arizona; retired; formerly vice president and national sales manager, Flour
Milling Division, Cargill, Inc.; director, Twentieth Century Investors, Inc.,
Twentieth Century Premium Reserves, Inc., Twentieth Century World Investors,
Inc., Twentieth Century Capital Portfolios, Inc. and Twentieth Century
Strategic Portfolios, Inc.
DONALD H. PRATT, director; P.O. Box 419917, Kansas City, Missouri;
president, Butler Manufacturing Company; director, Twentieth Century
Investors, Inc., Twentieth Century Premium Reserves, Inc., Twentieth Century
World Investors, Inc., Twentieth Century Capital Portfolios, Inc. and
Twentieth Century Strategic Portfolios, Inc.
LLOYD T. SILVER JR., director; 2300 West 70th Terrace, Mission Hills,
Kansas; president, LSC, Inc., manufacturer's representative; director,

Twentieth Century Investors, Inc., Twentieth Century Premium Reserves, Inc.,
Twentieth Century World Investors, Inc., Twentieth Century Capital
Portfolios, Inc. and Twentieth Century Strategic Portfolios, Inc.
M. JEANNINE STRANDJORD, director; 908 West 121st Street, Kansas City,
Missouri; senior vice president and treasurer, Sprint Corporation; director,
Twentieth Century Investors, Inc., Twentieth Century Premium Reserves, Inc.,
Twentieth Century World Investors, Inc., Twentieth Century Capital
Portfolios, Inc. and Twentieth Century Strategic Portfolios, Inc.
JOHN M. URIE, director; 5511 N.W. Flint Ridge Road, Kansas City,
Missouri; consultant; director, Twentieth Century Investors, Inc., Twentieth
Century Premium Reserves, Inc., Twentieth Century World Investors, Inc.,
Twentieth Century Capital Portfolios, Inc. and Twentieth Century Strategic
Portfolios, Inc.
WILLIAM M. LYONS, executive vice president and general counsel;
executive vice president and general counsel, Twentieth Century Investors,
Inc., Twentieth Century Premium Reserves, Inc., Twentieth Century World
Investors, Inc., Twentieth Century Capital Portfolios, Inc. and Twentieth
Century Strategic Portfolios, Inc.; executive vice president and general
counsel, Twentieth Century Companies, Inc., Investors Research Corporation
and Twentieth Century Services, Inc.
ROBERT T. JACKSON, executive vice president- finance and principal
financial officer; treasurer, Twentieth Century Companies, Inc. and Investors
Research Corporation; executive vice president and treasurer, Twentieth
Century Services, Inc.; executive vice president-finance, Twentieth Century
Investors, Inc. and Twentieth Century Premium Reserves, Inc., Twentieth
Century World Investors, Inc. and Twentieth Century Strategic Portfolios,
Inc.; formerly executive vice president, Kemper Corporation.
MARYANNE ROEPKE, vice president and treasurer; vice president and
treasurer, Twentieth Century Investors, Inc., Twentieth Century Premium
Reserves, Inc., Twentieth Century World Investors, Inc., Twentieth Century
Capital Portfolios, Inc. and Twentieth Century Strategic Portfolios, Inc.;
vice president, Twentieth Century Services, Inc.
PATRICK A. LOOBY, vice president and secretary; vice president and
secretary, Twentieth Century Premium Reserves, Inc., Twentieth Century
Capital Portfolios, Inc. and Twentieth Century Strategic Portfolios, Inc.;
vice president, Twentieth Century Investors, Inc., Twentieth Century World
Investors, Inc. and Twentieth Century Services, Inc.
MERELE A. MAY, controller; controller, Twentieth Century Investors, Inc.
and Twentieth Century Capital Portfolios, Inc.
ROBERT J. LEACH, controller; controller, Twentieth Century World
Investors, Inc.
No director or principal officer owns shares of the corporation.
The directors of TCI Portfolios also serve as directors of Twentieth
Century Investors, Inc., Twentieth Century Premium Reserves, Inc., Twentieth
Century World Investors, Inc., Twentieth Century Capital Portfolios, Inc. and
Twentieth Century Strategic Portfolios, Inc., each a registered investment
company. Each director who is not an "interested person" as defined in the
Investment Company Act receives for service as members of the board of all
six of such companies an annual director's fee of $36,000 and an additional
fee of $1,000 per regular board meeting attended and $500 per special board
meeting and audit committee meeting attended. In addition, those directors
that are not "interested persons" who serve as chairman of a committee of the
board of directors receive an additional $2,000 for such services. These fees
and expenses are divided among the five investment companies based upon their
relative net assets.
Under the terms of the management agreement with Investors Research
Corporation, TCI Portfolios is responsible for paying such fees and expenses.
Set forth below is the aggregate compensation paid for the periods indicated
by the corporation and by the Twentieth Century family of

mutual funds as a whole to each director of the corporation who is not an
"interested person" as defined in the Investment Company Act.

Aggregate Total Compensation from
Compensation the Twentieth Century
Director from the corporation1 Family of Funds2
- --------------------------------------------------------------------------------
Thomas A. Brown $2,142 $44,000
Robert W. Doering, M.D. 2,142 44,000
Linsley L. Lundgaard 2,142 44,000
Donald H. Pratt 1,558 32,000
Lloyd T. Silver Jr. 2,142 44,000
M. Jeannine Strandjord 2,142 44,000
John M. Urie 2,240 46,000
- --------------------------------------------------------------------------------
1 Includes compensation paid by the corporation for the fiscal year ended
December 31, 1995.
2 Includes compensation paid by the twelve investment company members of the
Twentieth Century family of funds for the calendar year ended December 31,
1995.

Those directors who are "interested persons," as defined in the
Investment Company Act, receive no fee as such for serving as a director. The
salaries of such individuals, who are also officers of TCI Portfolios, are
paid by Investors Research Corporation.
Messrs. Stowers Jr., Stowers III and Urie constitute the executive
committee of the board of directors. The committee performs the functions of
the board of directors between meetings of the board, subject to the
limitations on its powers set out in the Maryland Corporation Law and except
for matters required by the Investment Company Act to be acted upon by the
whole board.
Those directors who are not "interested persons" constitute the audit
committee. The functions of the audit committee include recommending the
engagement of the corporation's independent accountants, reviewing the
arrangements for the scope of the annual audit, reviewing comments made by
the independent accountants with respect to internal controls and the
considerations given or the corrective action taken by management, and
reviewing nonaudit services provided by the independent accountants.
The nominating committee has as its principal role the consideration and
recommendation of individuals for nomination as directors. The names of
potential director candidates are drawn from a number of sources, including
recommendations from members of the board, management and shareholders. This
committee also reviews and makes recommendations to the board with respect to
the composition of board committees and other board-related matters,
including its organization, size, composition, responsibilities, functions
and compensation. The members of the nominating committee are Messrs. Urie
(chairman), Lundgaard and Stowers III.

MANAGEMENT
-----------------------------------------------------------------------------

A description of the responsibilities and method of compensation of TCI
Portfolios' investment manager, Investors Research Corporation, and its
controlling persons, appears in the prospectus under the caption
"Management."
During the past three fiscal years, the management fees of Investors
Research Corporation were as follows:

Year Ended December 31,
Fund 1995 1994 1993
- --------------------------------------------------------------------------------
TCI GROWTH
Management Fees $ 12,365,098 $8,825,656 $5,778,935
Average Net Assets $1,245,866,500 $882,565,600 $577,893,500

TCI BALANCED
Management Fees $ 1,222,757 $910,453 $580,663
Average Net Assets $ 126,219,800 $91,045,300 $58,066,300

TCI ADVANTAGE
Management Fees $ 218,240 $224,257 $188,349
Average Net Assets $ 38,676,300 $22,425,700 $18,834,900

TCI INTERNATIONAL
Management Fees $ 596,598 $101,344 --
Average Net Assets $ 39,770,213 $10,065,459 --
- --------------------------------------------------------------------------------

The management agreement shall continue as long as its continuance is
specifically approved at least annually by (i) the board of directors of TCI
Portfolios, or by the vote of a majority of the outstanding shares of TCI
Portfolios, and (ii) by the vote of a majority of the directors of TCI
Portfolios who are not parties to the agreement or interested persons of
Investors Research Corporation, cast in

person at a meeting called for the purpose of voting on such approval. The
management agreement provides that it may be terminated at any time without
payment of any penalty by the board of directors of TCI Portfolios, or by a
vote of a majority of TCI Portfolios' shareholders, on 60 days' written
notice to Investors Research Corporation, and it shall be automatically
terminated if it is assigned.
The management agreement provides that Investors Research Corporation
shall not be liable to TCI Portfolios or its shareholders for anything other
than willful misfeasance, bad faith, gross negligence or reckless disregard
of its obligations or duties.
The management agreement also provides that Investors Research
Corporation and its officers, directors and employees may engage in other
business, devote time and attention to any other business whether of a
similar or dissimilar nature, and render services to others.
Twentieth Century Services, Inc. provides physical facilities, including
computer hardware and software and personnel, for the day-to-day
administration of TCI Portfolios and of Investors Research Corporation.
Investors Research Corporation pays Twentieth Century Services, Inc., for
such services.

CUSTODIAN
-----------------------------------------------------------------------------

Chase Manhattan Bank, N.A., 770 Broadway, New York, New York 10036 and
United Missouri Bank of Kansas City, N.A., 10th and Grand, Kansas City,
Missouri 64105, each serve as custodians of the assets of the funds. The
custodians take no part in determining the investment policies of the funds
or in deciding which securities are purchased or sold by the funds. The
funds, however, may invest in certain obligations of the custodians and may
purchase or sell certain securities from or to the custodians.

AUDITORS
-----------------------------------------------------------------------------

TCI Portfolios' independent public accountants are Baird, Kurtz &
Dobson, City Center Square, Suite 2700, 1100 Main Street, Kansas City,
Missouri 64105. They will perform the annual audit of the corporation and
review the corporation's tax return. They also attend the meetings of and
perform services for the audit committee.

CAPITAL STOCK
-----------------------------------------------------------------------------

The five series of TCI Portfolios' capital stock are described in the
prospectus under the caption "Further Information About TCI Portfolios, Inc."
TCI Portfolios may issue one or more additional series of shares. The
assets belonging to each series of shares are held separately by the
custodian and the shares of each series represent a beneficial interest in
the principal, earnings and profit (or losses) of investments and other
assets held for each series. The rights of a shareholder of a particular
series are the same as the rights of a shareholder of all other series of
securities unless otherwise stated. Within their respective series, all
shares have equal redemption rights. Each share, when issued, is fully paid
and non-assessable. Each share, irrespective of series, is entitled to one
vote for each dollar of net asset value applicable to such share on all
questions.
In the event of complete liquidation or dissolution of TCI Portfolios,
shareholders of each series of shares shall be entitled to receive, pro rata,
all of the assets less the liabilities of that series.
As of December 31, 1995, in excess of 5% of the outstanding shares of
TCI Growth were owned of record as follows: Aetna Life Insurance and Annuity
Company, Hartford, Connecticut, owned 41.2%; Nationwide Life Insurance
Company, Columbus, Ohio, owned 38.6%; Mutual of America, New York, New York,
owned 8.2%; and Great-West Life and Annuity Company, Englewood, Colorado,
owned 5.1%.
As of December 31, 1995, 100% of the outstanding shares of TCI Advantage
were owned of record by Nationwide Life Insurance Company, Columbus, Ohio.
As of December 31, 1995, in excess of 5% of the outstanding shares of
TCI Balanced were owned of record as follows: Nationwide Life

Insurance Company, Columbus, Ohio, owned 59.1%; Great- West Life and Annuity
Insurance Company, Englewood, Colorado, owned 26.1%; and UNUM Life Insurance
Company of America, Portland, Maine, owned 12.8%.
As of December 31, 1995, 97.8% of the outstanding shares of TCI
International were owned of record by Nationwide Life Insurance Company,
Columbus, Ohio.
All of such shares of the funds are held for the benefit of the holders
of variable life and variable annuity policies issued by such insurance
companies. Such shares are held in one or more accounts by entities
controlled by such insurance companies.

BROKERAGE
-----------------------------------------------------------------------------

Under the terms of the Management Agreement between TCI Portfolios and
Investors Research Corporation, Investors Research Corporation has the
responsibility for determining what securities shall be purchased and sold
and selecting the brokers or dealers to execute such transactions. TCI
Portfolios' policy is to execute orders on its portfolio transactions at the
most favorable prices available. So long as that policy is met, Investors
Research Corporation may take into consideration the factors indicated below
in selecting brokers or dealers.
EQUITY INVESTMENTS: Transactions in securities other than those for
which an exchange is the primary market may be done with dealers acting as
principal or market maker or with brokers. Transactions will be done on a
brokerage basis when Investors Research Corporation believes that the
facilities, expert personnel and technological systems of a broker enable TCI
Portfolios to secure as good a net price as it would have received from a
market maker. TCI Portfolios places most of its over-the-counter transactions
with market makers.
FIXED INCOME INVESTMENTS: Purchases are made directly from issuers,
underwriters, broker/ dealers or banks. In many transactions, the selection
of the broker/dealer is determined by the availability of the desired
security and its offering price. In other transactions, the selection is a
function of the selection of market and the negotiation of price, as well as
the broker/dealer's general execution, operational and financial capabilities
in the type of transaction involved.
Investors Research Corporation receives statistical and other
information and services (brokerage and research services) without cost from
broker/dealers. Investors Research Corporation evaluates such information and
services, together with all other information that it may have, in
supervising and managing the investment portfolios of TCI Portfolios. Because
such information and services may vary in amount, quality and reliability,
their influence in selecting brokers varies from none to very substantial.
Investors Research Corporation proposes to continue to place some of the TCI
Portfolios' brokerage business with one or more brokers who provide
information and services.
The brokerage and research services received by Investors Research
Corporation may be used with respect to one or more of TCI Portfolios' funds
and/or the other funds and accounts over which it has investment discretion,
and not all of such services may be used by Investors Research Corporation in
managing the portfolios of TCI Portfolios. Such information and services are
in addition to and not in lieu of the services required to be performed for
TCI Portfolios by Investors Research Corporation. Investors Research
Corporation does not utilize brokers that provide such information and
services for the purpose of reducing the expense of providing required
services to the TCI Portfolios.
The brokerage commissions paid by TCI Portfolios may exceed those that
another broker might have charged for effecting the same transaction because
of the value of the brokerage and/or research services provided. Factors
considered in such determinations are skill in execution of orders and the
quality of brokerage and research services received. Such services may
include: (i) advice, either directly or through publications or writings, as
to the value of securities, the advisability of purchasing or selling
securities, and the

availability of securities or purchasers or sellers of securities; (ii)
analysis and reports concerning issuers, industries, securities, economic
factors and trends, portfolio strategy, and the performance of accounts; or
(iii) execution of securities transactions and performance of functions
incidental thereto.

Evaluation of the overall reasonableness of brokerage commissions is
made by the manager and reviewed by the board of directors of TCI Portfolios.
In the years ended December 31, 1995, 1994 and 1993, TCI Portfolios paid
brokerage commissions of $4,525,477, $2,875,685 and $1,732,769, respectively.

REDEMPTIONS IN KIND
-----------------------------------------------------------------------------

Shares will normally be redeemed for cash, although the corporation
retains the right to redeem its shares in kind under unusual circumstances,
such as an unusually large redemption, in order to protect the investments of
the remaining shareholders.
The securities delivered will be selected at the sole discretion of TCI
Portfolios, and will not necessarily be representative of the entire
portfolio, and will be securities that TCI Portfolios regards as least
desirable. The corporation has, however, elected to be governed by Rule 18f-1
under the Investment Company Act of 1940, pursuant to which the corporation
is obligated to redeem shares solely in cash up to the lesser of $250,000 or
1% of the net asset value of the corporation during any 90-day period for any
one shareholder. Should redemptions by any one contract owner exceed such
limitation, the corporation will have the option of redeeming the excess in
cash or in kind. If shares are redeemed in kind, the redeeming shareholder
might incur brokerage costs in converting the assets to cash. The method of
valuing securities used to make redemptions in kind will be the same as the
method of valuing portfolio securities described in the prospectus under the
caption "How Share Price is Determined," and such valuation will be made as
of the same time the redemption price is determined.

HOLIDAYS
-----------------------------------------------------------------------------

TCI Portfolios does not determine the net asset value of its shares on
days when the New York Stock Exchange is closed. Currently, the Exchange is
closed on Saturdays, Sundays, and on holidays, namely New Year's Day,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas.

FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

The financial statements of each outstanding series of TCI Portfolios
for the fiscal year ended December 31, 1995, are included in the annual
report to shareholders of that series. All such financial statements are
incorporated herein by reference. You may receive a copy of such financial
statements without charge upon request to TCI Portfolios at the address and
phone number shown on the cover of this statement of additional information.
With regard to TCI Growth, the TCI Growth prospectus and the TCI Growth
Annual Report to shareholders contain a Financial Highlights table. The table
found in the TCI Growth Annual Report indicates an inception date with regard
to the information presented for TCI Growth of October 19, 1987, while the
table included in the TCI Growth prospectus indicates an inception date of
November 20, 1987. October 19, 1987, represents the date that the investment
manager invested the original seed capital in TCI Growth. November 20, 1987,
represents the date that the registration statement registering shares of TCI
Growth became effective. The effective date of a registration statement is
the date that is required by federal securities regulations to be shown in a
prospectus financial highlights table as the date of inception of a series.

TCI Portfolios, Inc.

Statement of
Additional Information

MAY 1, 1996

[company logo]
TCI PORTFOLIOS, INC.
Part of the Twentieth Century
Family of Funds

- ------------------------------------------
P.O. Box 419385
- ------------------------------------------
Kansas City, Missouri
- ------------------------------------------
64141-6385
1-800-345-3533 or 816-531-5575
- ------------------------------------------

[company logo]
================================================================================
- --------------------------------------------------------------------------------
IN-BKT-4186
9604

<PAGE>
TCI PORTFOLIOS, INC.

PART C. OTHER INFORMATION.

ITEM 24. Financial Statements and Exhibits.

(a) Financial Statements

(i) Financial Statements filed in Part A of the Registration
Statement:

1. Financial Highlights respecting shares of TCI Growth.

2. Financial Highlights respecting shares of TCI Balanced.

3. Financial Highlights respecting shares of TCI Advantage.

4. Financial Highlights respecting shares of TCI International.

(ii) Financial Statements filed in Part B of the Registration
Statement respecting shares of TCI Growth (each of the following
financial statements is contained in the Registrant's TCI Growth
Annual Report dated December 31, 1995, which is incorporated
by reference in Part B of this Registration Statement):

1. Statement of Assets and Liabilities at December 31, 1995.

2. Statement of Operations for the year ended December 31,
1995.

3. Statements of Changes in Net Assets for the years ended
December 31, 1995 and 1994.

4. Notes to Financial Statements as of December 31, 1995 and
1994.

5. Schedule of Investments at December 31, 1995.

6. Independent Accountants' Report dated January 26, 1996.

(iii) Financial Statements filed in Part B of the Registration
Statement respecting shares of TCI Balanced (each of the
following financial statements is contained in the Registrant's
TCI Balanced Annual Report dated December 31, 1995, which is
incorporated by reference in Part B of this Registration
Statement):

1. Statement of Assets and Liabilities at December 31, 1995.

2. Statement of Operations for the year ended December 31,
1995.

3. Statements of Changes in Net Assets for the years ended
December 31, 1995 and 1994.

4. Notes to Financial Statements as of December 31, 1995 and
1994.

5. Schedule of Investments at December 31, 1995.

6. Independent Accountants' Report dated January 26, 1996.

(iv) Financial Statements filed in Part B of the Registration
Statement respecting shares of TCI Advantage (each of the
following financial statements is contained in the Registrant's
TCI Advantage Annual Report dated December 31, 1995, which is
incorporated by reference in Part B of this Registration
Statement):

1. Statement of Assets and Liabilities at December 31, 1995.

2. Statement of Operations for the year ended December 31,
1995.

3. Statements of Changes in Net Assets for the years ended
December 31, 1995 and 1994.

4. Notes to Financial Statements as of December 31, 1995 and
1994.

5. Schedule of Investments at December 31, 1995.

6. Independent Accountants' Report dated January 26, 1996.

(v) Financial Statements filed in Part B of the Registration
Statement respecting shares of TCI International (each of the
following financial statements is contained in the Registrant's
TCI International Annual Report dated December 31, 1995, which
is incorporated by reference in Part B of this Registration
Statement):

1. Statement of Assets and Liabilities at December 31, 1995.

2. Statement of Operations for the year ended December 31,
1995.

3. Statement of Changes in Net Assets for the year ended
December 31, 1995, and the seven months ended December 31,
1994.

4. Notes to Financial Statements as of December 31, 1995 and
1994.

5. Schedule of Investments at December 31, 1995.

6. Independent Accountants' Report dated January 26, 1996.

(b) Exhibits.

1.1 Articles of Incorporation of TCI Portfolios, Inc. dated
June 3, 1987 (filed as Exhibit 1.1 to Post-Effective
Amendment No. 17 on Form N-1A, File No. 33-14567, accession
#814680-96-000002, and incorporated herein by reference).

1.2 Articles of Amendment of TCI Portfolios, Inc. dated July
22, 1988 (filed as Exhibit 1.2 to Post-Effective
Amendment No. 17 on Form N-1A, File No. 33-14567, accession
#814680-96-000002, and incorporated herein by reference).

1.3 Articles of Amendment of TCI Portfolios, Inc. dated August
11, 1993 (filed as Exhibit 1.3 to Post-Effective
Amendment No. 17 on Form N-1A, File No. 33-14567, accession
#814680-96-000002, and incorporated herein by reference).

1.4 Articles Supplementary of TCI Portfolios, Inc., dated
November 30, 1992 (EX-99.B1.4).

1.5 Articles Supplementary of TCI Portfolios, Inc., dated April
24, 1995 (EX-99.B1.5).

2. Amended and Restated By-Laws of TCI Portfolios, Inc.
(filed as Exhibit 2 to Post-Effective Amendment No. 17 on
Form N-1A, File No. 33-14567, accession #814680-96-000002,
and incorporated herein by reference).

3. Voting Trust Agreements - None.

4. Specimen Securities - None.

5.1 Investment Management Agreement between TCI Portfolios,
Inc. and Investors Research Corporation dated August 1,
1994 (filed as Exhibit 5 to Post-Effective Amendment No.
17 on Form N-1A, File No. 33-14567, accession
#814680-96-000002, and incorporated herein by reference).

5.2 Addendum to Investment Management Agreement dated April 1,
1996, between TCI Portfolios, Inc. and Investors Research
Corporation (EX-99.B5.2)

6. Underwriting Agreements - None.

7. Bonus and Profit Sharing Plan, Etc. - None.

8.1. Custodian Agreement with United States Trust Company of New
York (filed as Exhibit 8 to Pre-Effective Amendment No. 1
to the Registration Statement on Form N-1A, File No.
33-14567, and incorporated herein by reference).

8.2. Custodian Agreement with United Missouri Bank, N.A.(filed
as Exhibit 8.2 to Post-Effective Amendment No. 17, File No.
33-14567, accession #814680-96-000002, and incorporated
herein by reference ).

9. Transfer Agency Agreement with Twentieth Century Services,
Inc. (formerly J.E. Stowers & Company) (filed as Exhibit 9
to Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, File No. 33-14567, and incorporated
herein by reference).

10. Opinion and Consent of David H. Reinmiller, Esq.
(EX-99.B10)

11. Consent of Baird, Kurtz & Dobson (EX-99.B11).

12.1 Annual Report of TCI Growth for the year ended December 31,
1995 (filed February 21, 1996, File No. 33-14567, accession
#814680-96-000004, and incorporated herein by reference).

12.2 Annual Report of TCI Balanced for the year ended December
31, 1995 (filed February 21, 1996, File No. 33-14567,
accession #814680-96-000004, and incorporated herein by
reference).

12.3 Annual Report of TCI Advantage for the year ended December
31, 1995 (filed February 21, 1996, File No. 33-14567,
accession #814680-96-000004, and incorporated herein by
reference).

12.4 Annual Report of TCI International for the year ended
December 31, 1995 (filed February 21, 1996, File No.
33-14567, accession #814680-96-000004, and incorporated
herein by reference).

13. Agreements for Initial Capital, Etc. - None.

14. Model Retirement Plans - None.

15. 12b-1 Plans - None.

16. Schedule of Computation for Performance Advertising
Quotations (filed as Exhibit 16 to Post-Effective Amendment
No. 17 on Form N-1A, File No. 33-14567, accession
#814680-96-000002, and incorporated herein by reference).

17. Power of Attorney (filed as Exhibit No. 17 to
Post-Effective Amendment No. 17 on Form N-1A, File No.
33-14567, accession #814680-96-000002, and incorporated
herein by reference).

27 (a) Financial Data Schedule for TCI Growth (EX-27.1.1).

(b) Financial Data Schedule for TCI Balanced (EX-27.7.2).

(d) Financial Data Schedule for TCI International
(EX-27.1.4).

ITEM 25. Persons Controlled by or Under Common Control with Registrant - None.

ITEM 26. Number of Holders of Securities.

Number of Record Holders
Title of Series as of December 31, 1995
--------------- -----------------------

TCI Growth 21
TCI Balanced 9
TCI Advantage 3
TCI International 5
TCI Value 0

ITEM 27. Indemnification.

The Registrant is a Maryland corporation. Section 2- 418 of the
Maryland General Corporation Law allows a Maryland corporation to
indemnify its officers, directors, employees and agents to the extent
provided in such statute.

Article XIII of the Registrant's Amended Articles of Incorporation,
Exhibits 1(a) and 1(b), requires the indemnification of the
Registrant's directors and officers to the extent permitted by
Section 2-418 of the Maryland General Corporation Law, the Investment
Company Act of 1940 and all other applicable laws.

The Registrant has purchased an insurance policy insuring its
officers and directors against certain liabilities which such
officers and directors may incur while acting in such capacities and
providing reimbursement to the Registrant for sums which it may be
permitted or required to pay to its officers and directors by way of
indemnification against such liabilities, subject in either case to
clauses respecting deductibility and participation. The current
policy is for a one year term expiring March 23, 1995.

ITEM 28. Business and Other Connections of Investment Advisor.

Investors Research Corporation, the investment advisor, is engaged in
the business of managing investments for registered investment
companies, deferred compensation plans and other institutional
investors.

ITEM 29. Principal Underwriters - None.

ITEM 30. Location of Accounts and Records.

All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act, and the rules promulgated thereunder,
are in the possession of Registrant, Twentieth Century Services, Inc.
and Investors Research Corporation, all located at 4500 Main Street,
Kansas City, Missouri 64111.

ITEM 31. Management Services - None.

ITEM 32. Undertakings.
(a) Not applicable.
(b) The Registrant hereby undertakes to furnish each person to
whom a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders, upon
request and without charge.
(c) The Registrant hereby undertakes that it will, if requested
to do so by the holders of at least 10% of the Registrant's
outstanding votes, call a meeting of shareholders for the
purpose of voting upon the question of the removal of a
director and to assist in communication with other
shareholders as required by Section 16(C).

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, TCI Portfolios, Inc., the Registrant, certifies
that it meets all the requirements for effectiveness of the Post-Effective
Amendment No. 18 to its Registration Statement on Form N-1A pursuant to Rule
485(b) promulgated under the Securities Act of 1933, as amended, and has duly
caused this Post-Effective Amendment No. 18 to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Kansas City, State of Missouri on the 20th day of March, 1996.

TCI Portfolios, Inc.
(Registrant)

By:/s/ James E. Stowers III
James E. Stowers III, President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 18 has been signed below by the following persons
in the capacities and on the dates indicated.

Signature Title Date

*James E. Stowers, Jr. Chairman, Director and March 20, 1996
James E. Stowers, Jr. Principal Executive Officer

/s/ James E. Stowers III President and Director March 20, 1996
James E. Stowers III

/s/ Robert T. Jackson Executive Vice President March 20, 1996
Robert T. Jackson and Principal Financial Officer

*Maryanne Roepke Vice President, Treasurer and March 20, 1996
Maryanne Roepke Principal Accounting Officer

*Thomas A. Brown Director March 20, 1996
Thomas A. Brown

*Robert W. Doering, M.D. Director March 20, 1996
Robert W. Doering, M.D.

*Linsley L. Lundgaard Director March 20, 1996
Linsley L. Lundgaard

*Donald H. Pratt Director March 20, 1996
Donald H. Pratt

*Lloyd T. Silver, Jr. Director March 20, 1996
Lloyd T. Silver, Jr.

*M. Jeannine Strandjord Director March 20, 1996
M. Jeannine Strandjord

*John M. Urie Director March 20, 1996
John M. Urie

*By/s/ James E. Stowers III
James E. Stowers III
Attorney-in-Fact

<PAGE>

EXHIBIT INDEX

Exhibit Description of Document
Number

EX-99.B1.1 Articles of Incorporation of TCI Portfolios, Inc. dated June 3,
1987 (filed as Exhibit 1.1 to Post-Effective Amendment No. 17 to
the Registration Statement on Form N-1A of the Registrant, File
No. 33-14567, accession #814680-96-000002, and incorporated
herein by reference).

EX-99.B1.2 Articles of Amendment of TCI Portfolios, Inc. dated July 22,
1988 (filed as Exhibit 1.2 to Post-Effective Amendment No. 17 to
the Registration Statement on Form N-1A of the Registrant, File
No. 33-14567, accession #814680-96-000002, and incorporated
herein by reference).

EX-99.B1.3 Articles of Amendment of TCI Portfolios, Inc. dated August 11,
1993 (filed as Exhibit 1.3 to Post-Effective Amendment No. 17 to
the Registration Statement on Form N-1A of the Registrant, File
No. 33-14567, accession #814680-96-000002, and incorporated
herein by reference).

EX-99.B1.4 Articles Supplementary of TCI Portfolios, Inc., dated November
30, 1992.

EX-99.B1.5 Articles Supplementary of TCI Portfolios, Inc., dated April 24,
1995.

EX-99.B2 Amended and Restated By-Laws of TCI Portfolios, Inc.(filed as
Exhibit 2 to Post-Effective Amendment No. 17 to the Registration
Statement on Form N-1A of the Registrant, File No. 33-14567,
accession #814680-96-000002, and incorporated herein by
reference).

EX-99.B5.1 Investment Management Agreement between TCI Portfolios, Inc. and
Investors Research Corporation dated August 1, 1994 (filed as
Exhibit 5 to Post-Effective Amendment No. 17 to the Registration
Statement on Form N-1A of the Registrant, File No. 33-14567,
accession #814680-96-000002, and incorporated herein by
reference).

EX-99.B5.2 Addendum to Investment Management Agreement dated April 1, 1996,
between TCI Portfolios, Inc. and Investors Research Corporation.

EX-99.B8.1 Custodian Agreement with United States Trust Company of New York
(filed as Exhibit 8 to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A of the Registrant, File No.
33-14567, and incorporated herein by reference).

EX-99.B8.2 Custodian Agreement with United Missouri Bank, N.A.(filed as
Exhibit 8.2 to Post-Effective Amendment No. 17, File No.
33-14567, accession #814680-96-000002, and incorporated herein
by reference).

EX-99.B9 Transfer Agency Agreement with Twentieth Century Services, Inc.
(formerly J.E. Stowers & Company) (filed as Exhibit 9 to
Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A of the Registrant, File No. 33-14567, and incorporated
herein by reference).

EX-99.B10 Opinion and Consent of David H. Reinmiller, Esq.

EX-99.B11 Consent of Baird, Kurtz & Dobson.

EX-99.B12.1 Annual Report of TCI Growth for the year ended December 31,1995
(filed February 21, 1996, File No. 33-14567, accession
#814680-96-000004, and incorporated herein by reference).

EX-99.B12.2 Annual Report of TCI Balanced for the year ended December 31,
1995 (filed February 21, 1996, File No. 33-14567, accession
#814680-96-000004, and incorporated herein by reference).

EX-99.B12.3 Annual Report of TCI Advantage for the year ended December 31,
1995 (filed February 21, 1996, File No. 33-14567, accession
#814680-96-000004, and incorporated herein by reference).

EX-99.B12.4 Annual Report of TCI International for the year ended December
31, 1995 (filed February 21, 1996, File No. 33-14567, accession
#814680-96-000004, and incorporated herein by reference).

EX-99.B16 Schedule of Computation for Performance Advertising Quotations
(filed as Exhibit 16 to Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A of the Registrant, File No.
33-14567, accession #814680-96-000002, and incorporated herein
by reference).

EX-99.B17 Power of Attorney (filed as Exhibit No. 17 to Post-Effective
Amendment No. 17 to the Registration Statement on Form N-1A of
the Registrant, File No. 33-14567, accession #814680-96-000002,
and incorporated herein by reference).

EX-27.1.1 Financial Data Schedule for TCI Growth.

EX-27.7.2 Financial Data Schedule for TCI Balanced.

EX-27.7.3 Financial Data Schedule for TCI Advantage.

EX-27.1.4 Financial Data Schedule for TCI International.

ARTICLES SUPPLEMENTARY

TCI PORTFOLIOS, INC.

TCI Portfolios, Inc., a Maryland corporation ("TCIP"), hereby files these
Articles Supplementary as follows:

1. TCIP is registered as an open-end investment company under the
Investment Company Act of 1940.

2. On November 21, 1992, the Board of Directors, acting in accordance
with Section 2-105(c) of the Maryland General Corporation Law, increased the
total number of shares of capital stock that TCIP has authority to issue.

3. Immediately prior to the increase TCIP had the authority to issue 100
million shares of all classes of stock. As increased, TCIP now has the authority
to issue 300 million shares of all classes of stock.

4. Both immediately before the increase and after the increase, all
shares authorized are classified as common stock.

5. The par value of its common stock immediately before the increase was,
and after the increase is, $1.00.

6. Immediately prior to the increase, the aggregate par value of all
shares of all classes of stock that TCIP is authorized to issue was
$100,000,000. After giving effect to the increase, the aggregate par value of
all shares of all classes of stock that TCIP is authorized to issue is
$300,000,000.

IN WITNESS WHEREOF, the undersigned Patrick A. Looby, Vice President of
TCIP, acknowledges that this Articles Supplementary is the act of TCIP, and
states that, to the best of his knowledge, information and belief, the matters
and facts stated in this Articles Supplementary are true in all material
respects and that this statement is made under penalties of perjury.

Dated this 30th day of November, 1992.

/s/Patrick A. Looby
Patrick A. Looby
Vice President

Witness

/s/John H. Hartenbach
John H. Hartenbach
Assistant Secretary

TCI PORTFOLIOS, INC.

ARTICLES SUPPLEMENTARY

TCI PORTFOLIOS, INC., a Maryland corporation whose principal Maryland
office is located in Baltimore, Maryland (the "Corporation"), hereby certifies
to the State Department of Assessments and Taxation of Maryland that:

FIRST: Pursuant to authority expressly vested in the Board of Directors of
the Corporation by Article SEVENTH of the Charter of the Corporation, the Board
of Directors of the Corporation has duly established four (4) different series
for the Corporation's stock (each hereinafter referred to as a "Series") and
allocated Two Hundred Fifty Million (250,000,000) shares of the Three Hundred
Million (300,000,000) shares of authorized capital stock of the Corporation, par
value One Cent ($.01) per share for an aggregate par value of Three Million
Dollars ($3,000,000), among such Series as follows:

Series Number of Shares Aggregate Par Value

TCI Growth 180,000,000 $1,800,000
TCI Balanced 30,000,000 300,000
TCI Advantage 20,000,000 200,000
TCI International 20,000,000 200,000

The par value of each share of stock in each Series is One Cent ($0.01) per
share.

SECOND: Except as otherwise provided by the express provisions of these
Articles Supplementary, nothing herein shall limit, by inference or otherwise,
the discretionary right of the Board of Directors to serialize, classify or
reclassify and issue any unissued shares of any Series or any unissued shares
that have not been allocated to a Series, and to fix or alter all terms thereof,
to the full extent provided by the Charter of the Corporation.

THIRD: A description of the Series, including the preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions for redemption is set forth in the
Charter of the Corporation and is not changed by these Articles Supplementary,
except with respect to the creation of the various Series.

FOURTH: The Board of Directors of the Corporation duly adopted resolutions
dividing into Series the authorized capital stock of the Corporation and
allocating shares to each Series as set forth in these Articles Supplementary.

IN WITNESS WHEREOF, TCI PORTFOLIOS, INC. has caused these Articles
Supplementary to be signed and acknowledged in its name and on its behalf by its
Executive Vice President and its corporate seal to be hereunto affixed and
attested to by its Secretary on this 24th day of April, 1995.

ATTEST: TCI PORTFOLIOS, INC.

/s/ Patrick A. Looby By: /s/ William M. Lyons
Name: Patrick A. Looby Name: William M. Lyons
Title: Secretary Title: Executive Vice President

THE UNDERSIGNED Executive Vice President of TCI PORTFOLIOS, INC., who
executed on behalf of said Corporation the foregoing Articles Supplementary to
the Charter, of which this certificate is made a part, hereby acknowledges, in
the name of and on behalf of said Corporation, the foregoing Articles
Supplementary to the Charter to be the corporate act of said Corporation, and
further certifies that, to the best of his knowledge, information and belief,
the matters and facts set forth therein with respect to the approval thereof are
true in all material respects under the penalties of perjury.

Dated: April 24, 1995 /s/ William M. Lyons
William M. Lyons, Executive Vice President

ADDENDUM TO MANAGEMENT AGREEMENT

This Addendum, dated as of May 1, 1996, supplements the Management
Agreement (the "Agreement") dated as of August 1, 1994, by and between TCI
Portfolios, Inc. ("TCIP") and Investors Research Corporation ("IRC").

IN CONSIDERATION of the mutual promises and conditions herein contained,
the parties agree as follows (all capitalized terms used herein and not
otherwise defined having the meaning given them in the Agreement):

1. IRC shall manage the following series (the "New Series") of shares to be
issued by TCIP, and for such management shall receive the Applicable Fee set
forth below:

Name of Series Applicable Fee

TCI Value 1.00%

2. IRC shall manage the New Series in accordance with the terms and
conditions specified in the Agreement for its existing management
responsibilities.

IN WITNESS WHEREOF, the parties have caused this Addendum to the Agreement
to be executed by their respective duly authorized officers as of the day and
year first above written.

Attest: TCI PORTFOLIOS, INC.

/s/ Patrick A. Looby /s/ James E. Stowers III
Patrick A. Looby James E. Stowers III
Secretary President

Attest: INVESTORS RESEARCH CORPORATION

/s/ William M. Lyons /s/ James E. Stowers III
William M. Lyons James E. Stowers III
Secretary President

David H. Reinmiller
Attorney at Law
4500 Main Street * P.O. Box 418210
Kansas City, Missouri 64141-9210

March 20, 1996

TCI Portfolios, Inc.
Twentieth Century Tower
4500 Main Street
Kansas City, Missouri 64111

Ladies and Gentlemen:

As counsel to TCI Portfolios, Inc. (the "Corporation"), I am generally
familiar with its affairs. Based upon this familiarity, and upon the examination
of such documents as I deemed relevant, it is my opinion that the shares of the
Corporation described in Post-Effective Amendment No. 18 to its Registration
Statement on Form N-1A, to be filed with the Securities and Exchange Commission
on March 20, 1996, will, when issued, be validly issued, fully paid and
nonassessable.

For the record, it should be stated that I am an officer of the Corporation
and an officer of Twentieth Century Services, Inc. an affiliated corporation of
Investors Research Corporation, the investment adviser of the Corporation.

I hereby consent to the use of this opinion as an exhibit to Post-
Effective Amendment No. 18.

Very truly yours,

/s/ David H. Reinmiller
David H. Reinmiller

BAIRD, KURTZ & DOBSON
Certified Public Accountants
City Center Square * Suite 2700
1100 Main Street
Kansas City, Missouri 64105
Telephone (816) 221-6300
Fax (816)221-6380

CONSENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

TCI Portfolios, Inc.
Twentieth Century Tower
4500 Main Street
Kansas City, Missouri 64111

We hereby consent to the use in this Post-Effective Amendment No. 18 to the
Registration Statement under the Securities Act of 1933 and this Amendment No.
18 to the Registration Statement under the Investment Company Act of 1940, both
on Form N-1A, of our report dated January 26, 1996, accompanying and pertaining
to the financial statements of TCI Growth, TCI Balanced, TCI Advantage and TCI
International, each a series of TCI Portfolios, Inc., as of December 31, 1995,
which are included in such Post-Effective Amendments.

BAIRD, KURTZ & DOBSON

Kansas City, Missouri
March 18, 1996

<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> TCI GROWTH - 1995 PORTFOLIO

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<PERIOD-TYPE> YEAR
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<PERIOD-END> DEC-31-1995
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<EXPENSES-NET> 12378210
<NET-INVESTMENT-INCOME> (2898945)
<REALIZED-GAINS-CURRENT> 187913648
<APPREC-INCREASE-CURRENT> 134253469
<NET-CHANGE-FROM-OPS> 319268172
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<DISTRIBUTIONS-OF-INCOME> 1152340
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<DISTRIBUTIONS-OTHER> 133044
<NUMBER-OF-SHARES-SOLD> 75063678
<NUMBER-OF-SHARES-REDEEMED> 62925631
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<GROSS-EXPENSE> 12378210
<AVERAGE-NET-ASSETS> 1245866553
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<PER-SHARE-NII> (0.02)
<PER-SHARE-GAIN-APPREC> 2.88
<PER-SHARE-DIVIDEND> 0.011
<PER-SHARE-DISTRIBUTIONS> 0.00
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<ARTICLE> 6
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<NUMBER> 2
<NAME> TCI BALANCED - 1995 PORTFOLIO

<S> <C>
<PERIOD-TYPE> YEAR
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<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 132838122
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<TOTAL-ASSETS> 153983632
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<OTHER-ITEMS-LIABILITIES> 160462
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<SENIOR-EQUITY> 218577
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<ACCUMULATED-NET-GAINS> 4758581
<OVERDISTRIBUTION-GAINS> 0
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<DIVIDEND-INCOME> 850490
<INTEREST-INCOME> 3762706
<OTHER-INCOME> 0
<EXPENSES-NET> 1224053
<NET-INVESTMENT-INCOME> 3389143
<REALIZED-GAINS-CURRENT> 6816727
<APPREC-INCREASE-CURRENT> 13457861
<NET-CHANGE-FROM-OPS> 23663731
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3317076
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5501320
<NUMBER-OF-SHARES-REDEEMED> 1765833
<SHARES-REINVESTED> 494003
<NET-CHANGE-IN-ASSETS> 48723086
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (2059198)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1222757
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1224053
<AVERAGE-NET-ASSETS> 126219834
<PER-SHARE-NAV-BEGIN> 5.96
<PER-SHARE-NII> 0.17
<PER-SHARE-GAIN-APPREC> 1.08
<PER-SHARE-DIVIDEND> 0.17
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 7.04
<EXPENSE-RATIO> 0.97
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 3
<NAME> TCI ADVANTAGE - 1995 PORTFOLIO

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<PERIOD-TYPE> YEAR
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<PERIOD-END> DEC-31-1995
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<ASSETS-OTHER> 108445
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<TOTAL-ASSETS> 24057760
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<OTHER-ITEMS-LIABILITIES> 20473
<TOTAL-LIABILITIES> 20473
<SENIOR-EQUITY> 38834
<PAID-IN-CAPITAL-COMMON> 20712735
<SHARES-COMMON-STOCK> 3883369
<SHARES-COMMON-PRIOR> 4090248
<ACCUMULATED-NII-CURRENT> 18848
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1124335
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2142535
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<DIVIDEND-INCOME> 104571
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<EXPENSES-NET> 218478
<NET-INVESTMENT-INCOME> 761374
<REALIZED-GAINS-CURRENT> 1257216
<APPREC-INCREASE-CURRENT> 1502164
<NET-CHANGE-FROM-OPS> 3520754
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<DISTRIBUTIONS-OF-INCOME> 762109
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<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 201029
<NUMBER-OF-SHARES-REDEEMED> 535680
<SHARES-REINVESTED> 127772
<NET-CHANGE-IN-ASSETS> 1624340
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</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> TCI INTERNATIONAL - 1995 PORTFOLIO

<S> <C>
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</TABLE>