TCI PORTFOLIOS INC, 485BPOS, 1996-09-27

TCI PORTFOLIOS INC
485BPOS, 1996-09-27

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As filed with the Securities and Exchange Commission on September 27, 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._19_ _X__

and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 _X__

Amendment No._19_

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

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

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

James E. Stowers, 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 October 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.

================================================================================

TCI GROWTH
Part of the Twentieth Century Family of Funds

PROSPECTUS
OCTOBER 1,
1996

TCI PORTFOLIOS, INC.
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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 Growth is described in this Prospectus. The other series are
described in separate prospectuses. TCI Growth 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 Growth is capital growth. The fund will
seek to achieve its investment objective by investing primarily in common stocks
that are considered by management to have better-than-average prospects for
appreciation. 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 October 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:

TCI Portfolios, Inc.
4500 Main Street o P.O. Box 419385
Kansas City, Mo. 64141-6385 o 1-800-345-3533
International calls: 816-531-5575
Telecommunications Device for the Deaf:
1-800-345-1833 o 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.

[cover page]

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.........................................9
Purchase and Redemption of Shares.................9
When Share Price is Determined....................9
How Share Price is Determined.....................9
DISTRIBUTIONS......................................10
TAXES..............................................10
MANAGEMENT.........................................10
FURTHER INFORMATION ABOUT
TCI PORTFOLIOS, INC..............................11

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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.

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

The Financial Highlights for each of the periods presented (except as
noted) have been examined by Baird, Kurtz & Dobson, independent certified public
accountants, whose report appears in the fund'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.
<TABLE>
<CAPTION>
Six Months Ended Years Ended December 31, November 20, 1987
June 30, 1996 ----------------------------------------------------------------- (inception) through
(Unaudited) 1995 1994 1993 1992 1991 1990 1989 1988 Dec. 31, 1987
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.......... $12.06 $9.21 $9.32 $8.47 $8.64 $6.16 $6.24 $5.11 $5.29 $5.00
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income (Loss) ............. (.03)(1) (.02) .01 .03 .02 .04 .06 .06 .06 .07

Net Realized and
Unrealized Gains
(Losses) on Investment
Transactions............... .18 2.88 (.12) .84 (.14) 2.51 (.14) 1.41 (.18) .29
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total from
Investment Operations...... .15 2.86 (.11) .87 (.12) 2.55 (.08) 1.47 (.12) .36
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
DISTRIBUTIONS

From Net
Investment Income.......... -- (.011) (.001) (.023) (.052) (.07) -- (.06) (.06) (.07)

From Net Realized
Gains on Investment
Transactions............... (1.35) -- -- -- (.003) -- -- (.28) -- --

In Excess of Net
Realized Gains............. (.01) -- -- -- -- -- -- -- -- --
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total Distributions........ (1.36) (.011) (.001) (.023) (.055) (.07) -- (.34) (.06) (.07)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
NET ASSET VALUE,
END OF PERIOD................ $10.85 $12.06 $9.21 $9.32 $8.47 $8.64 $6.16 $6.24 $5.11 $5.29
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
TOTAL RETURN(2).............. 1.38% 31.10% (1.17%) 10.30% (1.33%) 41.86% (1.24%) 28.70% (2.26%) 7.20%

RATIOS/SUPPLEMENTAL DATA

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

Ratio of Net Investment
Income (Loss) to Average
Net Assets................... (.58%)(3) (.23%) .11% .35% .32% .62% 1.46% 1.53% 1.95% 7.2%(3)

Portfolio Turnover Rate...... 83% 147% 115% 87% 135% 182% 271% 228% 354% --(3)

Average Commission Paid per
Investment Security Traded... $.0269 $.0370 --(4) --(4) --(4) --(4) --(4) --(4) --(4) --(4)

Net Assets, End
of Period (in thousands).....$1,479,105 $1,461,124 $1,002,577 $755,689 $415,005 $255,592 $96,726 $35,222 $6,330 $319
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(1) Computed using average shares outstanding for the period.

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

(3) Annualized

(4) Not computed for period indicated.
</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 of 1940 (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 Growth is capital growth. The fund will
seek to achieve its investment objective 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. The fund tries to stay
fully invested in such securities, regardless of the movement of stock prices
generally.

The fund may invest in cash and cash equivalents temporarily or when it is
unable to find securities meeting its criteria of selection. It may purchase
securities only of companies that have a record of at least three years'
continuous operation.

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

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 credit-worthiness 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 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

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.

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 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 fund's Board of Directors 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

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. 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 the rankings
prepared by Lipper Analytical Services, Inc. In addition, fund performance may
be compared to other funds in the Twentieth Century family. This relative
comparison, which may be based upon historical or expected fund performance,
volatility or other fund characteristics, may be presented numerically,
graphically or in text. Fund performance may also be combined or blended with
other funds in the Twentieth Century family. Such 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 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 domestic stock exchange are valued at the latest sale price on the
exchange where they are primarily traded. Securities traded over the counter are
priced at the mean of the latest bid and asked prices, or at the last sale
price. When market quotations are not readily available, securities and other
assets are valued at fair value as determined in accordance with procedures
adopted by the Board of Directors.

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

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 that was likely to materially change the
net asset value, then that security would be valued at fair value as determined
in accordance with procedures adopted by the Board of Directors. Trading of
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

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
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:

GLEN A. FOGLE, Vice President and Portfolio Manager, joined Investors
Research in September 1990 as an Investment Analyst, a position he held until
March 1993. At that time, he was promoted to Portfolio Manager.

JAMES A. STARK, Portfolio Manager, joined Investors Research in April 1993
as an Investment Analyst, a position he held until July 1996. At that time, he
was promoted to Portfolio Manager. Prior to joining Investors Research, Mr.
Stark was an Investment Analyst with Kemper Financial Services (1989 to 1993).

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.

The fund's shares are distributed by Twentieth Century Securities, Inc., a
registered broker-dealer and an affiliate of the fund's investment manager.
Investors Research pays all expenses for promoting sales of, and distributing
the shares offered by this Prospectus.

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.

This page has been left blank for your notes.

TCI GROWTH

PROSPECTUS

OCTOBER 1, 1996

TCI PORTFOLIOS, INC.
- -----------------------------------------------
Part of the Twentieth Century Family of Funds

P.O. BOX 419385
KANSAS CITY, MISSOURI
64141-6385
- -----------------------------------------------
Person-to-person assistance:
1-800-345-3533 OR 816-531-5575
- -----------------------------------------------
Telecommunications Device for the Deaf:
1-800-345-1833 OR 816-753-0070
- -----------------------------------------------
Fax: 816-340-4360
- -----------------------------------------------
TCI PORTFOLIOS, INC.
- --------------------------------------------------------------------------------
IN-BKT-5872 [recycled logo]
9610 RECYCLED

TCI ADVANTAGE
Part of the Twentieth Century Family of Funds

PROSPECTUS
OCTOBER 1,
1996

TCI PORTFOLIOS, INC.
- --------------------------------------------------------------------------------

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.

This Prospectus gives you information about TCI Portfolios that you should
know before investing. Keep it for future reference.

- --------------------------------------------------------------------------------
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.

[cover page]

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

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

Six Months Ended Years Ended December 31, August 1, 1991
June 30, 1996 ------------------------------- (inception) through
(Unaudited) 1995 1994 1993 1992 Dec. 31, 1991
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.................. $6.19 $5.48 $5.57 $5.32 $5.64 $5.00
----- ----- ----- ----- ----- -----
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income ............................ .10(1) .20 .15 .11 .11 .05

Net Realized
and Unrealized
Gains (Losses) on
Investment Transactions............ .12 .71 (.09) .25 (.32) .64
------ ----- ------ ----- ----- -----
Total from
Investment Operations.............. .22 .91 .06 .36 (.21) .69
------ ----- ------ ----- ----- -----
DISTRIBUTIONS

From Net
Investment Income.................. (.10) (.20) (.15) (.11) (.11) (.05)

From Net Realized
Gains on Investment
Transactions....................... (.29) -- -- -- -- --
------ ----- ------ ----- ----- -----
Total Distributions................ (.39) (.20) (.15) (.11) (.11) (.05)
------ ----- ------ ----- ----- -----
NET ASSET VALUE,
END OF PERIOD........................ $6.02 $6.19 $5.48 $5.57 $5.32 $5.64
====== ===== ====== ===== ===== =====
TOTAL RETURN(2)...................... 3.76% 16.75% 1.03% 6.82% (3.75%) 33.14%(3)

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets................... .95%(3) .95% 1.00% 1.00% 1.00% 1.00%(3)

Ratio of Net Investment
Income to Average
Net Assets........................... 3.16%(3) 3.32% 2.65% 2.07% 2.32% 3.14%(3)

Portfolio Turnover Rate.............. 41% 99% 57% 77% 85% 5%

Average Commission Paid per
Investment Security Traded........... $.0340 $.0410 --(4) --(4) --(4) --(4)

Net Assets, End
of Period (in thousands)............. $24,324 $24,037 $22,413 $20,959 $16,580 $3,069
- ------------------------------------------------------------------------------------------------------------------------

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

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

(3) Annualized

(4) Not computed for period indicated.
</TABLE>

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

INVESTMENT POLICIES OF THE FUND

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

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 other- wise committed to the
purchase of securities pursuant to the investment policy of the fund.

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.

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.

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.

DERIVATIVE SECURITIES

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.

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.

WHEN-ISSUED SECURITIES

RULE 144A SECURITIES

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 which 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, average annual total return,
yield and effective yield.

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. 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
2 1/2-year CD rates. Fund performance may also be compared to the rankings
prepared by Lipper Analytical Services, Inc. In addition, fund performance may
be compared to other funds in the Twentieth Century family. This relative
comparison, which may be based upon historical or expected fund performance,
volatility or other fund characteristics, may be presented numerically,
graphically or in text. Fund performance may also be combined or blended with
other funds in the Twentieth Century family. Such combined or blended
performance may be compared to the same indices to which the individual funds
may be compared.

ADDITIONAL INFORMATION YOU SHOULD KNOW
- --------------------------------------------------------------------------------

SHARE PRICE

PURCHASE AND
REDEMPTION OF SHARES

For instructions on how to purchase and redeem shares, read the prospectus
of your insurance company separate account.

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 domestic stock exchange are valued at the latest sale price on the
exchange where they are primarily traded. Securities traded over the counter are
priced at the mean of the latest bid and asked prices, or at the last sale
price. When market quotations are not readily available, securities and other
assets are valued at fair value as determined in accordance with procedures
adopted by the Board of Directors.

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

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.

The portfolio manager members of the TCI Advantage team and their principal
business experience for the last five years are as follows:

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.

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.

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.

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.

This page has been left blank for your notes.

TCI ADVANTAGE

PROSPECTUS

OCTOBER 1, 1996

TCI PORTFOLIOS, INC.
- -----------------------------------------------
Part of the Twentieth Century Family of Funds

P.O. BOX 419385
KANSAS CITY, MISSOURI
64141-6385
- -----------------------------------------------
Person-to-person assistance:
1-800-345-3533 Or 816-531-5575
- -----------------------------------------------
Telecommunications Device for the Deaf:
1-800-345-1833 or 816-753-0070
- -----------------------------------------------
Fax: 816-340-4360
- -----------------------------------------------

TCI PORTFOLIOS, INC.
- --------------------------------------------------------------------------------

IN-BKT-5871 [recycle logo]
9610 RECYCLED

TCI BALANCED
Part of the Twentieth Century Family of Funds

Prospectus
OCTOBER 1,
1996

TCI PORTFOLIOS, INC.
- --------------------------------------------------------------------------------

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 Balanced is described in this Prospectus. The other series are
described in separate prospectuses. TCI Balanced 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 Balanced is capital growth and current
income. The fund will seek to achieve its investment objective by maintaining
approximately 60% of the assets of TCI Balanced in common stocks that are
considered by management to have better-than-average prospects for appreciation
and the remaining assets in bonds and other fixed income securities. There can
be no assurance that the fund will achieve its investment objective.

This Prospectus gives you information about TCI Portfolios that you should
know before investing. Keep it for future reference.

[cover page]

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......................................7
Foreign Securities.....................................7
Forward Currency Exchange Contracts....................7
Derivative Securities..................................8
Short Sales............................................9
When-Issued Securities.................................9
Rule 144A Securities...................................9
PERFORMANCE ADVERTISING.....................................10

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
(For a Share Outstanding Throughout the Period)

Six Months Ended Years Ended December 31, May 1, 1991
June 30, 1996 ----------------------------------- (inception) through
(Unaudited) 1995 1994 1993 1992 Dec. 31, 1991
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD............. $7.04 $5.96 $6.07 $5.74 $6.19 $5.00
------ ------ ----- ----- ----- -----
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income ....................... .09(1) .17 .15 .11 .08 .08

Net Realized
and Unrealized
Gains (Losses)on Investment
Transactions.................. .27 1.08 (.11) .33 (.45) 1.19
------ ------ ----- ----- ----- -----
Total from
Investment Operations......... .36 1.25 .04 .44 (.37) 1.27
------ ------ ----- ----- ----- -----
DISTRIBUTIONS
From Net
Investment Income............. (.09) (.17) (.15) (.11) (.08) (.08)

From Net Realized
Gains on Investment
Transactions.................. (.20) - - - - -
------ ------ ----- ----- ----- -----

Total Distributions........... (.29) (.17) (.15) (.11) (.08) (.08)
------ ------ ----- ----- ----- -----

NET ASSET VALUE,
END OF PERIOD................... $7.11 $7.04 $5.96 $6.07 $5.74 $6.19
====== ====== ====== ====== ====== ======
TOTAL RETURN(2)............... 5.19% 21.12% .61% 7.68% (6.04%) 38.02%(3)

RATIOS/SUPPLEMENTAL DATA
RATIO OF OPERATING EXPENSES TO
AVERAGE NET ASSETS.............. .97%(3) .97% 1.00% 1.00% 1.00% 1.00%(3)

Ratio of Net Investment
Income to Average
Net Assets.................... 2.51%(3) 2.69% 2.49% 1.97% 1.91% 2.36%(3)

Portfolio Turnover Rate....... 72% 87% 63% 68% 85% 28%

Average Commission Paid
per Investment Security Traded $.0344 $.0400 -(4) -(4) -(4) -(4)

Net Assets, End
of Period (in thousands)......$188,862 $153,823 $105,100 $75,924 $34,382 $1,412
- --------------------------------------------------------------------------------------------------------
(1) Computed using average shares outstanding for the period.

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

(3) Annualized

(4) Not computed for period indicated.
</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 of 1940 (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

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.

FUNDAMENTALS OF FIXED
INCOME INVESTING

REPURCHASE AGREEMENTS

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.

FORWARD CURRENCY
EXCHANGE CONTRACTS

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.

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.

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

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.

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. 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 the rankings prepared by Lipper
Analytical Services, Inc. In addition, fund performance may be compared to other
funds in the Twentieth Century family. This relative comparison, which may be
based upon historical or expected fund performance, volatility or other fund
characteristics, may be presented numerically, graphically or in text. Fund
performance may also be combined or blended with other funds in the Twentieth
Century family. Such combined or blended performance may be compared to the same
indices to which the individual funds may be compared.

ADDITIONAL INFORMATION YOU SHOULD KNOW
- --------------------------------------------------------------------------------

SHARE PRICE

PURCHASE AND
REDEMPTION OF SHARES

For instructions on how to purchase and redeem shares, read the prospectus
of your insurance company separate account.

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 domestic stock exchange are valued at the latest sale price on the
exchange where they are primarily traded. Securities traded over the counter are
priced at the mean of the latest bid and ask prices, or at the last sale price.
When market quotations are not readily available, securities and other assets
are valued at fair value as determined in accordance with procedures adopted by
the Board of Directors.

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

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.

The portfolio manager members of the TCI Balanced team and their principal
business experience for the last five years are as follows:

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.

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.

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.

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.

This page has been left blank for your notes.

TCI BALANCED

PROSPECTUS

OCTOBER 1, 1996

TCI Portfolios, Inc.
- --------------------------------------------------
Part of the Twentieth Century Family of Funds

P.O. BOX 419385
KANSAS CITY, MISSOURI
64141-6385
- --------------------------------------------------
Person-to-person assistance:
1-800-345-3533 OR 816-531-5575
- --------------------------------------------------
Telecommunications Device for the Deaf:
1-800-345-1833 or 816-753-0070
- --------------------------------------------------
Fax: 816-340-4360
- --------------------------------------------------

TCI PORTFOLIOS, INC.
- --------------------------------------------------------------------------------

IN-BKT-5873 [recycled logo]
9610 RECYCLED

TCI INTERNATIONAL
Part of the Twentieth Century Family of Funds

PROSPECTUS
OCTOBER 1,
1996

TCI PORTFOLIOS, INC.
- --------------------------------------------------------------------------------

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.

This Prospectus gives you information about TCI Portfolios that you should
know before investing. Keep it for future reference.

[cover page]

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................................................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
(For a Share Outstanding Throughout the Period)

Six Months Ended Year Ended May 1, 1994
June 30, 1996 Dec. 31, (inception) through
(Unaudited) 1995 Dec. 31, 1994
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.................. $5.33 $4.75 $5.00
------ ------ -----
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income (Loss) ..................... .01 .03 (.003)

Net Realized
and Unrealized
Gains (Losses) on
Investment Transactions............ .38 .55 (.25)
------ ------ -----
Total from
Investment Operations.............. .39 .58 (.25)
------ ------ -----
DISTRIBUTIONS

From Net
Investment Income.................. (.02) -- --

In Excess of Net
Investment Income.................. (.08) -- --

From Net Realized
Gains on Investment
Transactions....................... (.03) -- --
------ ------ -----
Total Distributions.................. (.13) -- --
------ ------ -----
NET ASSET VALUE,
END OF PERIOD........................ $5.59 $5.33 $4.75
====== ====== =====
TOTAL RETURN(1).................... 7.30% 12.21% (5.00%)

RATIOS/SUPPLEMENTAL DATA

Ratio of Operating Expenses to
Average Net Assets................. 1.50%(2) 1.50% 1.50%(2)

Ratio of Net Investment
Income (Loss) to Average
Net Assets......................... .61%(2) .70% (.11%)(2)

Portfolio Turnover Rate............ 76% 214% 157%

Average Commission Paid per
Investment Security Traded......... $.0206 $.0020 --(3)

Net Assets, End
of Period (in thousands)........... $79,414 $51,609 $17,993
- --------------------------------------------------------------------------------------------

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

(2) Annualized

(3) Not computed for period indicated.
</TABLE>

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

INVESTMENT POLICIES OF THE FUND

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 invest-

ments across a broad range of foreign issuers. Management defines "foreign
issuer" as an issuer of securities that is domiciled outside the United States,
derives at least 50% of its total revenue from production or sales 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. As with any investment
in securities, the value of an investment in the fund can decrease as well as
increase, depending upon a variety of factors which may affect the values and
income generated by the fund's portfolio securities. 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

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.

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.

DERIVATIVE SECURITIES

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.

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 will not invest more than 15% of its assets in repurchase
agreements maturing in more than seven days.

WHEN-ISSUED SECURITIES

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 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.

PERFORMANCE ADVERTISING

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. Fund performance may be compared to
well-known indices of market performance, including the S&P 500 Index, the Dow
Jones 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 the rankings prepared by Lipper Analytical Services,
Inc. In addition, fund performance may be compared to other funds in the
Twentieth Century family. This relative comparison, which may be based upon
historical or expected fund performance, volatility or other fund
characteristics, may be presented numerically, graphically or in text. Fund
performance may also be combined or blended with other funds in the Twentieth
Century family. Such 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.

ADDITIONAL INFORMATION YOU SHOULD KNOW
- --------------------------------------------------------------------------------

SHARE PRICE

PURCHASE AND
REDEMPTION OF SHARES

For instructions on how to purchase and redeem shares, read the prospectus
of your insurance company separate account.

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 domestic 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. 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 accordance with procedures adopted by the
Board of Directors.

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
in accordance with procedures adopted 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

The portfolio manager members of the TCI International team and their
principal business experience during the past five years are as follows:

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, interna-

tional equity sales with Barclays de Zoete Wedd (1991-1993) and obtained
international equity sales experience with Cresvale International (1990-1991).

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.

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.

FURTHER INFORMATION
ABOUT TCI PORTFOLIOS, INC.

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.

This page has been left blank for your notes.

TCI INTERNATIONAL

PROSPECTUS

OCTOBER 1, 1996

TCI PORTFOLIOS, INC.
- -----------------------------------------------
Part of the Twentieth Century Family of Funds

TCI PORTFOLIOS, INC.
- --------------------------------------------------------------------------------

IN-BKT-5875 [recycle logo]
9610 RECYCLED

TCI VALUE
Part of the Twentieth Century Family of Funds

PROSPECTUS
OCTOBER 1,
1996

TCI PORTFOLIOS, INC.
- --------------------------------------------------------------------------------

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 Value is described in this Prospectus. The other series are
described in separate prospectuses. TCI Value 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 Value is long-term capital growth. Income
is a secondary objective. The fund will seek to achieve its investment objective
by investing in securities that management believes to be undervalued at the
time of purchase. There can be no assurance that the fund will achieve its
investment objective.

This Prospectus gives you information about TCI Portfolios that you should
know before investing. Keep it for future reference.

[cover page]

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

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

INFORMATION REGARDING THE FUND

INVESTMENT POLICIES OF THE FUND.....................4
SHAREHOLDERS OF TCI PORTFOLIOS......................5
OTHER INVESTMENT POLICIES...........................5
Foreign Securities................................5
Equity Securities.................................6
Forward Currency Exchange Contracts...............6
Portfolio Turnover................................7
Repurchase Agreements.............................7
Index Futures Contracts...........................7
Derivative Securities.............................8
Portfolio Lending.................................9
When-Issued Securities............................9
Short Sales.......................................9
Rule 144A Securities..............................9
PERFORMANCE ADVERTISING............................10

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
(For a Share Outstanding Throughout the Period)

May 1, 1996
(inception) through
August 31, 1996
(Unaudited)
- --------------------------------------------------------------------------------

NET ASSET VALUE,
BEGINNING OF PERIOD...................... $5.00
-----
INCOME FROM
INVESTMENT OPERATIONS

Net Investment
Income(1)............................. .04

Net Realized
and Unrealized
(Losses)on Investment Transactions.... (.05)
-----
Total from
Investment Operations................. (.01)
-----
DISTRIBUTIONS

From Net
Investment Income..................... (.02)
-----
NET ASSET VALUE,
END OF PERIOD............................ $4.97
=====
TOTAL RETURN(2).......................... (.26%)

RATIOS/SUPPLEMENTAL DATA

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

Ratio of Net Investment
Income to Average
Net Assets(3)......................... 2.36%

Portfolio Turnover Rate............... 22%

Average Commission Paid
per Investment Security Traded........ $0.0228

Net Assets, End
of Period (in thousands).............. $8,256
- --------------------------------------------------------------------------------

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

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

(3) Annualized

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

INVESTMENT POLICIES OF THE FUND

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 6). 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 securities 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 agencies,
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," in 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.

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.

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 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 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 fund's Board of Directors 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

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. 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
the rankings prepared by Lipper Analytical Services, Inc. In addition, fund
performance may be compared to other funds in the Twentieth Century family. This
relative comparison, which may be based upon historical or expected fund
performance, volatility or other fund characteristics, may be presented
numerically, graphically or in text. Fund performance may also be combined or
blended with other funds in the Twentieth Century family. Such combined or
blended performance may be compared to the same indices to which individual
funds may be compared.

ADDITIONAL INFORMATION YOU SHOULD KNOW
- --------------------------------------------------------------------------------

SHARE PRICE

PURCHASE AND
REDEMPTION OF SHARES

For instructions on how to purchase and redeem shares, read the prospectus
of your insurance company separate account.

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 domestic stock exchange are valued at the latest sale price on the
exchange where they are primarily traded. Securities traded over the counter are
priced at the mean of the latest bid and asked prices, or at the last sale
price. When market quotations are not readily available, securities and other
assets are valued at fair value as determined in accordance with procedures
adopted by the Board of Directors.

DISTRIBUTIONS

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

TAXES

MANAGEMENT

The portfolio manager members of the TCI Value team and their principal
business experience for the last five years are as follows:

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.

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.

FURTHER INFORMATION
ABOUT TCI PORTFOLIOS, INC.

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.

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.

This page has been left blank for your notes.

TCI VALUE

PROSPECTUS

OCTOBER 1, 1996

TCI PORTFOLIOS, INC.
- -----------------------------------------------
Part of the Twentieth Century Family of Funds

TCI PORTFOLIOS, INC.
- --------------------------------------------------------------------------------

IN-BKT-5874 [recycle logo]
9610 RECYCLED

TCI PORTFOLIOS, INC.
Part of the Twentieth Century Family of Funds

STATEMENT OF ADDITIONAL INFORMATION

OCTOBER 1,
1996

TCI PORTFOLIOS, INC.
- --------------------------------------------------------------------------------

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 October 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
Page
Herein
Selection of Investments 2
Investment Restrictions Applicable to All Series of Shares 3
Index Futures Contract 4
An Explanation of Fixed Income Securities Ratings 5
Short Sales 7
Portfolio Turnover 7
Performance Advertising 8
Officers and Directors 9
Management 11
Custodian 12
Auditors 12
Capital Stock 12
Brokerage 13
Redemptions in Kind 14
Holidays 14
Financial Statements 14
TCI Value
Statement of Assets and Liabilities 16
Statement of Operations 17
Statement of Changes in Net Assets 18
Notes to Financial Statements 19
Schedule of Investments 21

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

[cover page]

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 that 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 U.S. 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 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 U.S. 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 that the corporation owns of the other investment company
exceed 5% of the total assets of the corporation, or (c) the securities
that 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 its 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 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 that 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 21.21% -- 3.92%
(5/1/94)(1)
- --------------------------------------------------------------------------------
(1) Date of inception of Fund.

From May 1, 1996 (inception)
Fund through August 31, 1996
- --------------------------------------------------------------------------------
TCI Value (0.78)%
- --------------------------------------------------------------------------------

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%
- --------------------------------------------------------------------------------

Average Annual
Cumulative Compound
Total Return Rate of Return
from inception from inception
Fund through Aug. 31, 1996 through Aug. 31, 1996
- --------------------------------------------------------------------------------
TCI VALUE (0.26)% (0.78)%
- --------------------------------------------------------------------------------

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 and director; chairman, director and
controlling stockholder of Twentieth Century Companies, Inc., parent corporation
of Twentieth Century Services, Inc., and Investors Research Corporation;
chairman 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 Asset Allocations,
Inc.; father of James E. Stowers III.

JAMES E. STOWERS III,* president, chief executive officer and director;
president, chief executive officer 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 Asset Allocations, 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 Asset Allocations, 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
Asset Allocations, Inc.

LINSLEY L. LUNDGAARD, director; 18630 East Via Hermosa, 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 Asset
Allocations, 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 Asset Allocations, 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 Asset Allocations, 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 Asset Allocations, 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
Asset Allocations, Inc.

WILLIAM M. LYONS, executive vice president, chief operating officer and
general counsel; executive vice president, chief operating officer 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 Asset Allocations, Inc.;
executive vice president, chief operating officer 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 Asset
Allocations, 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 Asset Allocations,
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 Asset Allocations, 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 Asset Allocations, 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 who
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 12 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.

Messrs. Lundgaard (chairman), Urie and Doering constitute the Audit
Committee. The functions of the audit committee include recommending the
engagement of the funds' 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.

Messrs. Brown (chairman), Pratt and Silver constitute the compliance
committee. The functions of the compliance committee include reviewing the
results of the funds' compliance testing program, reviewing quarterly reports
from the manager of the funds regarding various compliance matters and
monitoring the implementation of the funds' Code of Ethics, including any
violations thereof.

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 UMB
Bank, 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 August 31, 1996, 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 41.9%; Nationwide Life Insurance Company,
Columbus, Ohio, owned 38.9%; Mutual of America, New York, New York, owned 7.6%;
and Great-West Life and Annuity Company, Englewood, Colorado,
owned 5.3%.

As of August 31, 1996, 100% of the outstanding shares of TCI Advantage were
owned of record by Nationwide Life Insurance Company, Columbus, Ohio.

As of August 31, 1996, in excess of 5% of the outstanding shares of TCI
Balanced were owned of record as follows: Nationwide Life Insurance Company,
Columbus, Ohio, owned 62.2%; Great-West Life and Annuity Insurance Company,
Englewood, Colorado, owned 24.1%; and UNUM Life Insurance Company of America,
Portland, Maine, owned 12.3%.

As of August 31, 1996, 93.7% of the outstanding shares of TCI International
were owned of record by Nationwide Life Insurance Company, Columbus, Ohio.

As of August 31, 1996, 100.0% of the outstanding shares of TCI Value were
owned of record by IDS Life Insurance Company, Minneapolis, Minnesota.

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, and the six months ended June 30, 1996,
are included in the annual or semiannual report to shareholders of that series.
Such financial statements are incorporated herein by reference. You may receive
a copy of the annual or semiannual report without charge upon request to TCI
Portfolios at the

address and phone number shown on the cover of this statement of additional
information.

The unaudited financial statements of TCI Value for the four months ended
August 31, 1996, are included in this Statement. While such financial statements
are unaudited, all adjustments necessary, in the opinion of management, for a
fair presentation of the financial position at August 31, 1996, and the results
of operations for the four months there ended, have been made. The results of
operations for the four months ended August 31, 1996 are not necessarily
indicative of the results for the entire year.

- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES

August 31, 1996 (Unaudited) TCI Value
- --------------------------------------------------------------------------------
ASSETS
Investment securities, at value (identified
cost of $8,477,215) (Note 3).................... $ 8,389,287
Cash................................................. 82,935

Receivable for forward foreign currency
exchange contracts.............................. 306

Receivable for investments sold...................... 44,353

Receivable for capital shares sold................... 204,281

Dividends and interest receivable.................... 19,336
--------------
8,740,498
--------------
LIABILITIES
Payable for investments purchased.................... 474,966

Accrued management fees (Note 2)..................... 9,516

Other liabilities.................................... 5
--------------
484,487
--------------

NET ASSETS APPLICABLE
TO OUTSTANDING SHARES................................ $ 8,256,011
==============
CAPITAL SHARES, $.01 PAR VALUE
Authorized........................................... 200,000,000
==============
Outstanding.......................................... 1,661,338
==============
NET ASSET VALUE PER SHARE $ 4.97
==============

NET ASSET CONSIST OF:
Capital (par value and paid-in surplus).............. $ 8,303,155

Undistributed net investment income................. 18,234

Accumulated undistributed net realized
gain from investment and foreign
currency transactions........................... 22,239

Net unrealized (depreciation) on investments
and translation of assets and liabilities
in foreign currencies (Note 3).................. (87,617)
--------------
$ 8,256,011
==============

See Notes to Financial Statements

- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS

May 1, 1996 (Inception) through
August 31, 1996 (Unaudited) TCI Value
- --------------------------------------------------------------------------------

INVESTMENT INCOME

Income:
Dividends (net of foreign taxes withheld
of $290) ...................................... $40,158

Interest........................................ 6,145
--------------
46,303
--------------

Expenses:

Management fees (Note 2)........................ 13,764

Directors' fees and expenses.................... 7
--------------
13,771
--------------

NET INVESTMENT INCOME ............................... 32,532
--------------

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS AND FOREIGN CURRENCY (NOTE 3)

Net realized gain (loss) during the period on:

Investments..................................... 24,744

Foreign currency transactions................... (2,505)
--------------
22,239
--------------

Change in net unrealized appreciation (depreciation) during the period on:

Investments..................................... (87,928)

Translation of assets and liabilities
in foreign currencies........................... 311
--------------
(87,617)
--------------

NET REALIZED AND UNREALIZED (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCY..................... (65,378)
--------------

NET DECREASE IN NET ASSETS
RESULTING FROM OPERATIONS............................ $(32,846)
==============

See Notes to Financial Statements

- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

May 1, 1996 (Inception) through
August 31, 1996 (Unaudited) TCI Value
- --------------------------------------------------------------------------------

INCREASE IN NET ASSETS

OPERATIONS
Net investment income................................ $32,532

Net realized gain on investments
and foreign currency transactions............... 22,239

Change in net unrealized (depreciation)
on investments and translation
of assets and liabilities
in foreign currencies........................... (87,617)
--------------

Net (decrease) in net assets resulting
from operations................................. (32,846)
--------------

DISTRIBUTIONS TO SHAREHOLDERS
From net investment income........................... (14,298)
--------------

CAPITAL SHARE TRANSACTIONS
Proceeds from shares sold............................ 9,259,103

Proceeds from reinvestment of distributions.......... 14,298

Payments for shares redeemed......................... (970,246)
--------------

Net increase in net assets from capital
share transactions................................... 8,303,155
--------------

NET INCREASE IN NET ASSETS........................... 8,256,011

NET ASSETS
Beginning of period.................................. --
--------------

End of period........................................ $8,256,011
==============

Undistributed net investment
income ......................................... $ 18,234
==============

TRANSACTIONS IN SHARES OF THE FUND:
Sold ................................................ 1,859,237

Issued in reinvestment of distributions.............. 2,792

Redeemed............................................. (200,69)
--------------

Net increase ........................................ 1,661,338
==============

See Notes to Financial Statements

- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS August 31, 1996 (Unaudited)

TCI VALUE

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization--
TCI Portfolios, Inc. (the Corporation) is registered under the Investment
Company Act of 1940 as an open-end diversified management investment company.
Five series of shares are currently issued as TCI Growth, TCI Balanced, TCI
Advantage, TCI International and TCI Value. With the exception of shares issued
for the initial capitalization of a series of the Corporation, shares may be
purchased only by insurance companies to fund the benefits of variable annuity
or variable life insurance policies. The investment objective of TCI Value (the
Fund) is long-term capital growth. Income is a secondary objective. The
following significant accounting policies related to the Fund are in accordance
with accounting policies generally accepted in the investment company industry.

Security Valuations--
Portfolio securities traded primarily on a principal securities exchange
are valued at the last reported sales price, or the mean between the latest bid
and asked prices where no last sales price is available. Securities traded
over-the-counter are valued at the mean of the latest bid and asked prices or,
in the case of certain foreign securities, at the last reported sales price.
Debt securities not traded on a principal securities exchange are valued through
valuations obtained from a commercial pricing service or at the mean of the most
recent bid and asked prices. Short-term securities are valued at amortized cost,
which approximates value. When valuations are not readily available, securities
are valued at fair value as determined in good faith by the board of directors.

Security Transactions--
Security transactions are accounted for on the date purchased or sold. Net
realized gains and losses are determined on the identified cost basis, which is
also used for federal income tax purposes.

Investment Income--
Dividend income less foreign taxes withheld (if any) is recorded as of the
ex-dividend date or upon receipt of ex-dividend notification in the case of
certain foreign securities. Interest income is recognized on the accrual basis
and includes amortization of discounts and premiums.

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

The Fund does not isolate that portion of the results of operations
resulting from changes in the foreign exchange rates on investments from the
fluctuations arising from changes in the market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain or loss on
investments.

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

Forward Foreign Currency Exchange Contracts--
The Fund may enter into forward foreign currency exchange contracts for the
purpose of settling specific purchases or sales of securities denominated in a
foreign currency or to hedge the Fund's exposure to foreign cur-

rency exchange rate fluctuations. The net U.S. dollar value of foreign currency
underlying all contractual commitments held by the Fund and the resulting
unrealized appreciation or depreciation are determined daily using prevailing
exchange rates. Forward contracts involve elements of market risk in excess of
the amount reflected in the Statement of Assets and Liabilities. The Fund bears
the risk of an unfavorable change in the foreign currency exchange rate
underlying the forward contract. Additionally, losses may arise if the
counterparties do not perform under the contract terms.

Repurchase Agreements--
Securities pledged as collateral for repurchase agreements are held by the
Federal Reserve Bank and are designated as being held on the Fund's behalf by
its custodian under a book-entry system. The Fund monitors the adequacy of the
collateral daily and can require the seller to provide additional collateral in
the event the market value of the securities pledged falls below the carrying
value of the repurchase agreement.

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

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

The character of distributions made during the year from net investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes. These differences are primarily due to differences
in the recognition of income and expense items for financial statement and tax
purposes.

Supplementary Information--
Certain officers and directors of the Corporation are also officers and/or
directors, and, as a group, controlling stockholders of Twentieth Century
Companies, Inc., the parent of the Corporation's investment manager, Investors
Research Corporation (IRC).

2. MANAGEMENT AGREEMENT

The Management Agreement with IRC provides for a monthly management fee
computed by multiplying the applicable fee for the Fund by the average daily
closing value of the Fund's net assets during the previous month. The Agreement
further provides that all expenses of the Fund, except brokerage commissions,
taxes, interest, expenses of those directors who are not considered "interested
persons" as defined in the Investment Company Act of 1940 (including counsel
fees) and extraordinary expenses, will be paid by IRC. The agreement may be
terminated by either party upon 60 days' written notice.

The current annual management fee for the Fund is 1%.

3. INVESTMENT TRANSACTIONS

The aggregate cost of investment securities purchased (excluding short-term
investments) for the period beginning May 1, 1996 through August 31, 1996,
totaled $8,828,983 for common stocks and $199,053 for other debt obligations.
Proceeds from investment securities sold (excluding short-term investments)
totaled $1,035,945 for common stocks and $39,939 for other debt obligations. On
August 31, 1996, accumulated net unrealized depreciation on investments, based
on the aggregate cost of investments of $8,484,575 for federal income tax
purposes, was $95,288, consisting of unrealized appreciation of $117,437 and
unrealized depreciation of $212,725.

SCHEDULE OF INVESTMENTS August 31, 1996 (Unaudited)

TCI VALUE

- ---------------------------------------------------------
Shares Value
- ---------------------------------------------------------

COMMON STOCKS

AIRLINES -- 0.4%
400 AMR Corp.1 $ 32,800
----------

AUTOMOBILES & AUTO PARTS -- 1.4%
4,900 Superior Industries
International, Inc. 115,150
----------

BANKING -- 3.7%
400 First Bell Bancorp, Inc. 5,550
3,400 First Virginia Banks, Inc. 141,100
3,400 Mercantile Bancorporation Inc. 166,175
----------
312,825
----------

BUILDING & HOME
IMPROVEMENTS -- 1.3%
1,300 Juno Lighting, Inc. 19,256
3,000 Masco Corp. 87,375
---------
106,631
----------

CHEMICALS & RESINS -- 10.5%
3,200 Air Products & Chemicals, Inc. 175,200
1,700 Dow Chemical Co. 135,575
10,700 Ethyl Corp. 96,300
4,900 Lubrizol Corp. 139,038
3,400 Nalco Chemical Co. 109,225
3,300 Petrolite Corporation 106,838
1,900 Rohm & Haas Co. 118,750
----------
880,926
----------

CONSUMER PRODUCTS -- 3.4%
3,100 Tambrands, Inc. 131,750
7,600 Unilever PLC ORD 150,686
----------
282,436
----------

DIVERSIFIED COMPANIES -- 1.0%
1,200 Minnesota Mining
& Manufacturing Co. 82,500
----------

ELECTRICAL & ELECTRONIC
COMPONENTS -- 0.8%
400 Litton Industries, Inc.1 18,650
3,200 Teradyne, Inc.1 49,600
----------
68,250
----------

- ---------------------------------------------------------
Shares Value
- ---------------------------------------------------------

ENERGY (PRODUCTION
& MARKETING) -- 11.3%
2,400 Amoco Corp. $ 165,600
1,100 Apache Corp. 32,312
1,200 Exxon Corp. 97,650
4,000 MAPCO Inc. 215,500
3,500 Murphy Oil Corp. 153,125
3,700 Seagull Energy Corp.1 66,600
3,900 Societe Nationale
Elf Aquitaine ADR 142,350
2,300 Unocal Corp. 78,775
----------
951,912
----------

ENVIRONMENTAL SERVICES -- 2.7%
8,800 Browning-Ferris Industries, Inc. 224,400
----------

FOOD & BEVERAGE -- 8.7%
7,930 Archer-Daniels-Midland Co. 140,757
2,900 Dean Foods Co. 75,037
3,200 Hormel Foods Corp. 68,000
8,200 Hudson Foods, Inc. 111,725
5,900 Ralcorp Holdings, Inc.1 122,425
1,900 Savannah Foods
& Industries, Inc. 23,513
6,600 Universal Foods Corp. 188,925
----------
730,382
----------

HEALTHCARE -- 2.1%
2,400 Mallinckrodt Group Inc. 97,200
2,200 Seafield Capital Corp. 76,725
----------
173,925
----------

INDUSTRIAL EQUIPMENT
& MACHINERY -- 4.7%
4,400Cooper Industries, Inc. 178,200
6,400 Gerber Scientific, Inc. 88,800
6,800 Watts Industries, Inc. 126,650
----------
393,650
----------

INSURANCE -- 5.4%
3,300 Argonaut Group, Inc. 96,937
1,300 CNA Financial Corp.1 130,650
2,600 Home Beneficial Corp. 65,325
1,800 NAC Re Corp. 67,950
1,100 SAFECO Corp. 36,575
1,100 St. Paul Companies, Inc. (The) 56,925
----------
454,362
----------

See Notes to Financial Statements

- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS (CONTINUED) August 31, 1996 (Unaudited)

- ---------------------------------------------------------
Shares Value
- ---------------------------------------------------------

METALS & MINING -- 1.0%
3,700 Ashland Coal, Inc. $ 87,412
----------

PACKAGING & CONTAINERS -- 1.8%
6,300 Ball Corporation 148,837
----------

PAPER & FOREST PRODUCTS -- 3.5%
6,100 Chesapeake Corp. 149,450
500 Rayonier Inc. 19,813
1,300 Union Camp Corp. 63,050
2,200 Westvaco Corp. 62,975
----------
295,288
----------

PUBLISHING -- 7.0%
6,400 American Greetings Corp. Cl. A 165,600
6,800 Banta Corp. 159,375
2,600 Central Newspapers, Inc. 94,900
5,900 McClatchy Newspapers, Inc. 164,463
----------
584,338
----------

RESTAURANTS -- 0.7%
7,100 Darden Restaurants, Inc. 56,800
----------

RETAIL (FOOD & DRUG) -- 4.2%
10,600 Giant Food Inc. 356,425
----------

RETAIL (GENERAL MERCHANDISE) -- 3.6%
2,300 Dayton Hudson Corp. 79,350
4,700 Dillard Department Stores, Inc. 159,800
900 May Department Stores Co. (The) 40,950
400 Mercantile Stores Co., Inc. 21,100
----------
301,200
----------

TOBACCO PRODUCTS -- 1.2%
2,100 American Brands, Inc. 85,312
900 Dimon, Inc. 16,537
100 Schweitzer Mauduit International 3,200
----------
105,049
----------

TRANSPORTATION -- 2.1%
6,300Rollins Truck Leasing Corp. 74,813
2,300 XTRA Corp. 99,763
----------
174,576
----------

UTILITIES -- 9.7%
4,300 BellSouth Corp. 155,875
700 Florida Progress Corp. 24,237

- ---------------------------------------------------------
Shares/Principal Amount Value
- ---------------------------------------------------------

5,800 Kansas City Power & Light Co. $ 159,500
3,200 Northern States Power Co. (Minn.) 146,000
5,500 Potomac Electric Power 135,438
2,800 SBC Communications Inc. 130,550
400 Sierra Pacific Resources 10,200
1,500 Union Electric Co. 56,063
----------
817,863

TOTAL COMMON STOCKS-- 92.2% 7,737,937
----------
(Cost $7,818,403)

CONVERTIBLE BONDS

COMMUNICATIONS EQUIPMENT -- 1.6%
$180,000 Motorola Inc., 1.83%*, 9-27-13 131,850

RETAIL (GENERAL MERCHANDISE) -- 0.2%
25,000 Jacobson's, 6.75%, 12-15-11 19,500
----------

TOTAL CONVERTIBLE BONDS-- 1.8% 151,350
----------
(Cost $158,812)

TEMPORARY CASH INVESTMENTS

Repurchase Agreement (Goldman Sachs &
Co., Inc.), 5.20%, due 9-3-96;
collateralized by $295,000 par value
U.S. Treasury Notes, 7.125%, 10-15-98
(Delivery value $300,173) 300,000
----------

Repurchase Agreement (Merrill Lynch &
Co., Inc.), 5.10%, due 9-3-96; collateralized
by $190,000 par value U.S. Treasury
Notes, 8.875%, 11-15-98
(Delivery value $200,113) 200,000
----------

TOTAL TEMPORARY CASH
INVESTMENTS-- 6.0% 500,000
----------
(Cost $500,000)

TOTAL INVESTMENT
SECURITIES-- 100.0% $8,389,287
==========
(Cost $8,477,215)

See Notes to Financial Statements

FORWARD FOREIGN CURRENCY CONTRACTS

Contracts Settlement Unrealized
to Sell Date Value (Gain)
- ------------------------------------------------------------
628,283 FRF 9-30-96 $124,124 $306
===========================

(Value on Settlement Date $124,430)

NOTES TO SCHEDULE OF INVESTMENTS

ADR = American Depositary Receipt
FRF = French Franc
ORD = Foreign Ordinary Share

1 Non-income producing
* Rate disclosed for this security represents effective yield to maturity as of
August 31, 1996.

See Notes to Financial Statements

TCI Portfolios, Inc.

Statement of
Additional Information

October 1,
1996

TCI Portfolios, Inc.
- -----------------------------------------------
Part of the Twentieth Century Family of Funds

P.O. Box 419385
Kansas City, Missouri
64141-6385
- -----------------------------------------------
Person-to-person assistance:
1-800-345-3533 or 816-531-5575
- -----------------------------------------------
Telecommunications Device for the Deaf:
1-800-345-1833 or 816-753-0070
- -----------------------------------------------
Fax: 816-340-4360
- -----------------------------------------------

TCI PORTFOLIOS, INC.
- --------------------------------------------------------------------------------

IN-BKT-5878 [recycled logo]
9610 RECYCLED

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.

5. Financial Highlights respecting shares of TCI Value.

(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.

(vi) 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 Semi-Annual Report dated June 30,
1996, which is incorporated by reference in Part B of this
Registration Statement):

1. Statement of Assets and Liabilities at June 30, 1996
(unaudited).

2. Statement of Operations for the six months ended June 30,
1996 (unaudited).

3. Statement of Changes in Net Assets for the six months ended
June 30, 1996 (unaudited).

4. Notes to Financial Statements as of June 30, 1996
(unaudited).

5. Schedule of Investments at June 30, 1996 (unaudited).

(vii) 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 Semi-Annual Report dated June 30,
1996, which is incorporated by reference in Part B of this
Registration Statement):

1. Statement of Assets and Liabilities at June 30, 1996
(unaudited).

2. Statement of Operations for the six months ended June 30,
1996 (unaudited).

3. Statement of Changes in Net Assets for the six months ended
June 30, 1996 (unaudited).

4. Notes to Financial Statements as of June 30, 1996
(unaudited).

5. Schedule of Investments at June 30, 1996 (unaudited).

(viii) 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 Semi-Annual Report dated June 30,
1996, which is incorporated by reference in Part B of this
Registration Statement):

1. Statement of Assets and Liabilities at June 30, 1996
(unaudited).

2. Statement of Operations for the six months ended June 30,
1996 (unaudited).

3. Statement of Changes in Net Assets for the six months ended
June 30, 1996 (unaudited).

4. Notes to Financial Statements as of June 30, 1996
(unaudited).

5. Schedule of Investments at June 30, 1996 (unaudited).

(ix) 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 Semi-Annual Report dated June
30, 1996, which is incorporated by reference in Part B of this
Registration Statement):

1. Statement of Assets and Liabilities at June 30, 1996
(unaudited).

2. Statement of Operations for the six months ended June 30,
1996 (unaudited).

3. Statement of Changes in Net Assets for the six months ended
June 30, 1996 (unaudited).

4. Notes to Financial Statements as of June 30, 1996
(unaudited).

5. Schedule of Investments at June 30, 1996 (unaudited).

(x) Financial Statements filed in Part B of the Registration
Statement respecting shares of TCI Value:

1. Statement of Assets and Liabilities at August 31, 1996
(unaudited).

2. Statement of Operations for the four months ended August 31,
1996 (unaudited).

3. Statement of Changes in Net Assets for the four months
ended August 31, 1996 (unaudited).

4. Notes to Financial Statements as of August 31, 1996
(unaudited).

5. Schedule of Investments at August 31, 1996 (unaudited).

(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 (filed as Exhibit 1.4 to Post-Effective
Amendment No. 18 on Form N-1A, File No. 33-14567, accession
#814680-96-000007, and incorporated herein by reference).

1.5 Articles Supplementary of TCI Portfolios, Inc., dated April
24, 1995 (filed as Exhibit 1.5 to Post-Effective Amendment
No. 18 on Form N-1A, File No. 33-14567, accession
#814680-96-000007, and incorporated herein by reference).

1.6 Articles Supplementary of TCI Portfolios, Inc., dated March
11, 1996 (EX-99.B1.6).

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 (filed as Exhibit 5.2 to Post-Effective
Amendment No. 18 on Form N-1A, File No. 33-14567, accession
#814680-96-000007, and incorporated herein by reference).

6. Distribution Agreement between TCI Portfolios, Inc.,
Twentieth Century Capital Portfolios, Inc., Twentieth
Century Investors, Inc., Twentieth Century Premium
Reserves, Inc., Twentieth Century Strategic Asset
Allocations, Inc., Twentieth Century World Investors, Inc.
and Twentieth Century Securities, Inc. dated September 3,
1996. (filed electronically as Exhibit 6 to Post-Effective
Amendment No. 75 on Form N-1A of Twentieth Century
Investors, Inc., File No. 2-14213, and incorporated herein
by reference).

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

8.1. Custodian Agreement with United States Trust Company of New
York (EX-99.B8.1).

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) (EX-99.B9).

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).

12.5 Semi-Annual Report of TCI Growth for the six months ended
June 30, 1996 (filed August 21, 1996, File No. 33-14567,
accession #814680-96-000009, and incorporated herein by
reference).

12.6 Semi-Annual Report of TCI Balanced for the six months ended
June 30, 1996 (filed August 21, 1996, File No. 33-14567,
accession #814680-96-000009, and incorporated herein by
reference).

12.7 Semi-Annual Report of TCI Advantage for the six months
ended June 30, 1996 (filed August 21, 1996, File No.
33-14567, accession #814680-96-000009, and incorporated
herein by reference).

12.8 Semi-Annual Report of TCI International for the six months
ended June 30, 1996 (filed August 21, 1996, File No.
33-14567, accession #814680-96-000009, 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).

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 August 31, 1996
--------------- -----------------------

TCI Growth 21
TCI Balanced 9
TCI Advantage 3
TCI International 5
TCI Value 1

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 -

Twentieth Century Investors, Inc.
Twentieth Century World Investors, Inc.
Twentieth Century Capital Portfolios, Inc.
Twentieth Century Premium Reserves, Inc.
Twentieth Century Strategic Asset Allocations, Inc.
TCI Portfolios, Inc.
Capital Preservation Fund
Capital Preservation Fund II
Benham Government Income Trust
Benham Target Maturities Trust
Benham California Tax-Free and Municipal Funds
Benham Municipal Trust
Benham Equity Funds
Benham International Funds
Benham Investment Trust
Benham Manager Funds

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) Not applicable.
(c) 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.
(d) 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).

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. 19 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. 19 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 27th day of September, 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. 19 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 September 27, 1996
James E. Stowers, Jr. Principal Executive Officer

/s/ James E. Stowers III President and Director September 27, 1996
James E. Stowers III

*Robert T. Jackson Executive Vice President September 27, 1996
Robert T. Jackson and Principal Financial Officer

*Maryanne Roepke Vice President, Treasurer and September 27, 1996
Maryanne Roepke Principal Accounting Officer

*Thomas A. Brown Director September 27, 1996
Thomas A. Brown

*Robert W. Doering, M.D. Director September 27, 1996
Robert W. Doering, M.D.

*Linsley L. Lundgaard Director September 27, 1996
Linsley L. Lundgaard

*Donald H. Pratt Director September 27, 1996
Donald H. Pratt

*Lloyd T. Silver, Jr. Director September 27, 1996
Lloyd T. Silver, Jr.

*M. Jeannine Strandjord Director September 27, 1996
M. Jeannine Strandjord

*John M. Urie Director September 27, 1996
John M. Urie

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

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 (filed as Exhibit 1.4 to Post-Effective Amendment No.
18 to the Registration Statement on Form N-1A of the Registrant,
File No. 33-14567, accession #814680-96-000007, and incorporated
herein by reference).

EX-99.B1.5 Articles Supplementary of TCI Portfolios, Inc., dated April 24,
1995 (files as Exhibit 1.5 to Post-Effective Amendment No. 18 to
the Registration Statement on Form N-1A of the Registrant, File
No. 33-14467, accession #814680-96-000007, and incorporated
herein by reference).

EX-99.B1.6 Articles Supplementary of TCI Portfolios, Inc., dated March 11,
1996.

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
(filed as Exhibit 5.2 to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A of the Registrant, File No.
33-14567, accession #814680-96-000007, and incorporated herein
by reference).

EX-99.B6 Distribution Agreement between TCI Portfolios, Inc., Twentieth
Century Capital Portfolios, Inc., Twentieth Century Investors,
Inc., Twentieth Century Premium Reserves, Inc., Twentieth
Century Strategic Asset Allocations, Inc., Twentieth Century
World Investors, Inc. and Twentieth Century Securities, Inc.
dated September 3, 1996. (filed as Exhibit 6 to the
Registration Statement on Form N-1A of Twentieth Century
Investors, Inc., File No. 2-14213, accession #100334-96-000011
and incorporated herein by reference).

EX-99.B8.1 Custodian Agreement with United States Trust Company of New
York.

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.

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.B12.5 Semi-Annual Report of TCI Growth for the six months ended June
30, 1996 (filed August 21, 1996, File No. 33-14567, accession
#814680-96-000009, and incorporated herein by reference).

EX-99.B12.6 Semi-Annual Report of TCI Balanced for the six months ended June
30, 1996 (filed August 21, 1996, File No. 33-14567, accession
#814680-96-000009, and incorporated herein by reference).

EX-99.B12.7 Semi-Annual Report of TCI Advantage for the six months ended
June 30, 1996 (filed August 21, 1996, File No. 33-14567,
accession #814680-96-000009, and incorporated herein by
reference).

EX-99.B12.8 Semi-Annual Report of TCI International for the six months ended
June 30, 1996 (filed August 21, 1996, File No. 33-14567,
accession #814680-96-000009, 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.

EX-27.1.5 Financial Data Schedule for TCI Value.

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 five (5) different
series for the Corporation's stock (each hereinafter referred to as a "Series").
On February 24, 1996, 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 the Corporation has the authority to issue.
Immediately prior to the increase, the Corporation had the authority to issue
Three Hundred Million (300,000,000) shares of capital stock. As increased, the
Corporation has the authority to issue One Billion Five Hundred Million
(1,500,000,000) shares of capital stock. Both immediately before the increase
and after the increase, all shares authorized are classified as common stock,
subject to serialization as set forth below. The par value of its common stock
immediately before the increase was, and after the increase is, One Cent ($.01)
per share. Immediately prior to the increase the aggregate par value of all
shares of all classes of stock that the Corporation is authorized to issue was
Two Million Dollars ($3,000,000). After giving effect to the increase, the
aggregate par value of all shares of all series of stock that the Corporation is
authorized to issue is Eleven Million Dollars ($15,000,000). The Board of
Directors has serialized One Billion Three Hundred Million (1,300,000,000)
shares of the One Billion Five Hundred Million (1,500,000,000) shares of
authorized capital stock of the Corporation, par value One Cent ($.01) per
share, among the Series as follows:

Number
Number of Shares of Shares Aggregate
Series Before Increase As Increased Par Value
- ------ ---------------- ------------ ---------
TCI Growth 180,000,000 500,000,000 $ 5,000,000
TCI Balanced 30,000,000 200,000,000 2,000,000
TCI Advantage 20,000,000 200,000,000 2,000,000
TCI International 20,000,000 200,000,000 2,000,000
TCI Value 0 200,000,000 2,000,000

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 11 day of March, 1996.

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: March 11, 1996 /s/ William M. Lyons
William M. Lyons,
Executive Vice President

CUSTODIAN AGREEMENT

Agreement made this 24th day of July, 1987, between TCI PORTFOLIOS, INC.,
a Maryland corporation ("Corporation") and UNITED STATES TRUST COMPANY OF NEW
YORK, a New York banking corporation ("Custodian").

1. During the life of this Agreement, the Corporation shall place and
maintain its securities and cash with the Custodian. All securities delivered
to the Custodian (other than bearer securities) shall be properly endorsed prior
to such delivery and in negotiable form for transfer or in the name of the
Custodian or its nominee.

2. The Custodian shall keep safely such securities owned by the
Corporation as are delivered to it and, on behalf of the Corporation, shall from
time to time receive securities for safekeeping. The Custodian shall hold all
registered securities owned by the Corporation registered in the name of the
Corporation or of the Custodian, or of any nominee of the Corporation or of the
Custodian, or in the so called street certificate form, in any case with or
without any indication of fiduciary capacity. The Custodian shall deliver
securities owned by the Corporation only:

(a) Upon sales of such securities for the account of the Corporation;
such delivery to be made only upon payment of readily available funds
therefor or in accordance with "street delivery" custom.

(b) When such securities are called, redeemed, retired or otherwise
become payable.

(d) In exchange for or upon conversion into other securities alone or
other securities and cash.

(e) Upon exercise of subscription, purchase or other similar rights
represented by such securities.

(f) Upon conversion of such securities pursuant to their terms into
other securities.

(g) For the purpose of exchanging interim receipts or temporary
securities for definitive securities in accordance with "street delivery"
custom.

(h) For the purpose of redeeming in kind shares of the capital stock
of the Corporation.

(i) For the purpose of pledge or hypothecation to secure any loan
incurred by the Corporation, but only upon payment to the Custodian of the
moneys borrowed, except that in cases where additional collateral is
required to secure a borrowing already made, further securities may be
released for that purpose.

(j) For other proper corporate purposes. The Custodian will act only
upon receipt of a certified copy of a resolution of the Board of Directors
or of the Executive Committee signed by an officer of the Corporation and
certified by its Secretary or an Assistant Secretary, specifying the
securities of which delivery is to be made, declaring such purposes to be
proper corporate purposes, and naming the person or persons to whom
delivery of such securities shall be made.

3. Except in the case of delivery pursuant to the terms of subsection
2(c) or 2(g) above, delivery shall be made only upon receipt of proper
instructions from the Corporation in accordance with Paragraph 8 of this
Agreement. Any securities or cash or other property receivable by virtue of
delivery pursuant to subsections (b), (d), (f) and (g) of Paragraph 2 shall be
deliverable to the Custodian.

4. The Custodian shall retain all funds received by it from or for the
account of the Corporation in an account or accounts, whether with the Custodian
or other bank or banks in the name of the Custodian as custodian for the
Corporation, subject only to draft or order in accordance with the terms of this
Agreement. The Custodian shall make payments from funds received by it from or
for the account of the Corporation only:

(a) For the purchase of securities for the portfolio of the
Corporation and upon the delivery of such securities to the Custodian
either in bearer form or registered as provided in paragraph 2 and in
negotiable form.

(b) For the repurchase or redemption of shares of the capital stock
of the Corporation.

(c) For the payment of distributions to shareholders, taxes,
brokerage, interest, management fees, custodian fees and extraordinary
expenses of the Corporation.

(d) For payments in connection with the conversion, exchange or
surrender of securities owned by the Corporation.

(e) To pay any loan made to the Corporation and upon redelivery to it
of any securities pledged or hypothecated therefore and upon surrender of
the note or notes evidencing the loan or evidence of the cancellation of
the same.

(f) For other proper corporate purposes. The Custodian will act
under this subparagraph only upon receipt of a certified copy of a
resolution of the Board of Directors or of the Executive Committee of the
Corporation signed by an officer of the Corporation and certified by its
Secretary or an Assistant Secretary, specifying the amount of such payment,
setting forth the purpose, and naming the person or persons to whom such
payment is to be made.

Such payment shall be made only insofar as the funds are available for such
purposes and only upon receipt of proper instructions from the Corporation.

5. The Custodian shall collect, receive and deposit in said account or
accounts all income and other payments with respect to the securities held
hereunder, and execute ownership or other certificates and affidavits for all
federal and state tax purposes, and do all things necessary or proper in
connection with the collection of such income and shall without limiting the
generality of the foregoing:

(a) Present for payment all coupons or other income items requiring
presentation,

(b) Present for payment, unless otherwise instructed, all securities
which may mature or be called, redeemed, retired or otherwise become
payable, and

6. Anything in this Agreement to the contrary notwithstanding, the
Custodian may deposit all or any part of the Corporation's securities in a
clearing agency, securities depository or book entry system in conformance with
applicable law and the regulations from time to time promulgated by appropriate
regulatory agencies.

7. The Custodian shall promptly deliver to the Corporation all financial
reports, notices of meetings, proxies, proxy material and any other notices or
announcements affecting or relating to the securities held by the Custodian.
Proxies issued in the name of the Custodian or its nominee shall be delivered
to the Corporation executed in blank.

8. The Custodian is authorized to accept and rely upon all written
instruments given by one or more officers, employees or agents of the
Corporation authorized by or in accordance with the resolution delivered to the
Custodian which authorizes the opening of the Account (each such officer,
employee or agent or combination of officers, employees and agents is
hereinafter referred to as an "Authorized Officer"), including, without
limitation, instructions to sell, assign, transfer or deliver, or purchase for
the Account, any and all Property or to transfer funds in the Account in
connection with a securities transaction.

The Custodian may also rely on any instructions bearing or purporting to
bear the facsimile signature of any of the individuals designated as an
Authorized Officer pursuant to the resolution described above, regardless of or
by whom or by what means the actual or purported facsimile signature or
signatures resemble the facsimile specimens from time to time furnished to the
Custodian by any of such officers. In addition, the Custodian may rely on
instructions received by telephone, telex, TWX, facsimile transmission, bank
wire or other teleprocess acceptable to it which the Custodian believes in good
faith to have been given by an Authorized Officer or which are transmitted with
proper testing or authentication pursuant to terms and conditions which the
Custodian may specify.

The Corporation agrees that test agreements, authentication methods or
other security devices to be used with respect to instructions which the
Corporation may give by telephone, telex, TWX, facsimile transmission, bank wire
or other teleprocess, or through an electronic instructions system, shall be
processed in accordance with terms and conditions for the use of such
arrangements, methods or devices as the Custodian may put into effect and modify
from time to time. The Corporation shall safeguard any test keys,
identification codes or other security devices which the Custodian makes
available to the Corporation and agrees that the Corporation shall be
responsible for any loss, liability or damage incurred by the Custodian or by
the Corporation as a result of the Custodian's acting in accordance with
instructions from any unauthorized person using the proper security device,
provided that such person did not obtain such security device solely as a result
of the Custodian's gross negligence or willful misconduct. The Custodian may
electronically record, but shall not be obligated to so record, any instructions
given by telephone and other telephone discussions with respect to the Account.
In the event that the Customer uses the Custodian's Asset Management System or
any successor electronic communications or information system, the Corporation
agrees that the Custodian is not responsible for the consequences of the
failure of that system to perform for any reason or for the failure to perform
for any reason of any communications carrier, utility, communications network or
the failure to perform for any reason of communications or computer equipment.
In the event that System is inoperable, the Corporation agrees to notify the
Custodian immediately, and the Custodian agrees that it will accept the
communication transaction instructions by telephone, facsimile transmission on
equipment compatible to the Custodian's facsimile receiving equipment or by
letter, at no additional charge to the Custodian.

9. If the Corporation instructs the Custodian in any capacity to take any
action with respect to any securities or funds held by it hereunder, which
action might subject the Custodian or its nominee in the opinion of the
Custodian to liability for any cost, loss, damage, expense in any way, as a
prerequisite to taking such action the Custodian shall be and be kept
indemnified in an amount and form satisfactory to it.

10. The Custodian shall be entitled to receive and act upon advice of
counsel (who may be counsel for the Corporation) and shall be without liability
for any action taken or thing done pursuant to such advice; and whether or not
it seeks advice of counsel, the Custodian shall be without liability for any
action taken or thing done by it hereunder in good faith and without negligence
and the Corporation agrees to indemnify and hold the Custodian harmless against
any and all loss, cost, liability, damage and expense resulting with respect
thereto.

11. The Corporation, as sole owner of all securities delivered or to be
delivered to the Custodian hereunder, will indemnify and hold harmless the
Custodian and its nominee from any and all cost, liability, loss, damage and
expenses resulting directly or indirectly from the fact that securities are
registered in the name of the Custodian or its nominee.

12. The Custodian shall be entitled to receive from the Corporation on
demand reimbursement for its cash disbursements, expenses and charges,
including counsel fees, in connection with its duties as Custodian as aforesaid,
but excluding salaries and usual overhead expenses. All payments which the
Custodian is authorized or require to make hereunder shall be made only from
and to the extent of the funds of the Corporation in its hand and nothing herein
contained shall be construed to impose any obligation upon the Custodian to make
any payments for which such funds are not available.

13. The Custodian shall be protected in acting upon any instruction,
notice, request, consent, certificate or other instrument or paper believed by
it to be genuine and to have been properly executed and shall, unless otherwise
specifically provided herein, be entitled to receive as conclusive proof of any
fact or matter required to be ascertained by it hereunder a certificate signed
by an officer of the Corporation or any other person authorized by the Board of
Directors.

14. The Custodian may, at its sole risk, appoint any other bank or trust
company as its agent to carry out any one or more of its functions hereunder.

15. The Corporation shall pay to the Custodian for its services hereunder
such compensation and at such times as may from time to time be agreed upon in
writing by the Corporation and the Custodian.

16. This Agreement may be terminated by the Corporation in whole or in
part upon thirty (30) days written notice delivered to the Custodian at 45 Wall
Street, New York, New York 10005 or by the Custodian upon sixty (60) days
written notice delivered to the Corporation at 605 West 47th Street, P.O. Box
419210, Kansas City, Missouri 64141-6200, or such other address as the
Corporation may from time to time designate. Such notices shall be sent by
registered mail. In the event of the inability of the Custodian to serve or
other termination of this Agreement by either party, the Corporation shall
forthwith appoint a Custodian which qualifies as such under the Investment
Company Act of 1940 or any other applicable law and the Custodian shall deliver
all funds (less unpaid expenses, including any unpaid compensation to the
Custodian) and all securities of the Corporation duly endorsed and in form for
transfer to such succeeding Custodian and such delivery shall constitute a full
and complete discharge of the Custodian's obligations hereunder. If no such
successor shall be found, the Corporation shall submit to the holders of shares
of its capital stock, before permitting delivery of such cash and securities to
anyone other than its successor custodian, the question whether the Corporation
shall be dissolved or shall function without a Custodian; and pending such
decision the Custodian shall,

(a) continue to hold said cash and securities hereunder, and

(b) deliver the same to a Bank or Trust Company in the City of New
York, selected by it, such assets to be held subject to the terms of
custody hereunder and any such delivery shall be a full and complete
discharge of its obligation hereunder.

17. If the Corporation shall be liquidated while this Agreement is in
force, the Custodian shall distribute the property of the Corporation to
creditors and shareholders in such a manner as the Corporation may direct.

18. This Agreement shall be governed by the laws of the state of New York
and shall be binding on and shall insure to the benefit of the Corporation and
the Custodian and their respective successor and assigns and cannot be changed
orally.

19. This Agreement is executed in two counterparts, each of which shall be
deemed an original.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed and sealed in its name and behalf by its officer or officers duly
authorized, on the day and year first above written.

TCI PORTFOLIOS, INC.

By: /s/Irving Kuraner
Irving Kuraner
Executive Vice President

UNITED STATES TRUST COMPANY OF NEW YORK

By: /s/Nancy Wicks
Nancy Wicks
Vice President

TRANSFER AGENCY AGREEMENT

Agreement made October 15, 1987, between TCI Portfolios, Inc., a Maryland
corporation ("TCI"), and J.E. Stowers & Company, a Missouri corporation
("Stowers").

1. By action of its Board of Directors on July 23, 1987, TCI appointed
Stowers as its transfer agent, and Stowers hereby accepts such appointment.

2. As transfer agent for TCI, Stowers shall perform all the functions
usually performed by transfer agents of investment companies, in accordance with
the policies and practices of TCI as disclosed in its prospectus or otherwise
communicated to Stowers from time to time, including but not limited to, the
following:

(a) Recording the ownership, transfer, conversion and cancellation of
shares of TCI on the books of TCI;

(b) Establishing and maintaining records of accounts;

(c) Computing and causing to be prepared and mailed or otherwise
delivered to stockholders payment of redemption proceeds due from
TCI Portfolios on redemption of shares and notices of
reinvestment in additional shares of dividends, stock dividends
or stock splits declared by TCI on shares of TCI;

(d) Furnishing to stockholders such information as may be reasonably
required by TCI, including confirmation of stockholders'
transactions and appropriate income tax information;

(e) Addressing and mailing to stockholders prospectuses, annual and
semiannual reports; addressing and mailing proxy materials for
stockholder meetings prepared by or on behalf of TCI, and
tabulating the proxy votes.

(f) Maintaining such books and records relating to transactions
effected by Stowers pursuant to this Agreement as are required by
the Investment Company Act, or by rules or regulations
thereunder, or by any other applicable provisions of law, to be
maintained by TCI or its transfer agent with respect to such
transactions; preserving, or causing to be preserved, any such
books and records for such periods as may be required by any such
law, rule or regulation; furnishing TCI such information as to
such transactions and at such times as may be reasonably
required by it to comply with applicable laws and regulations,
including but not limited to the laws of the several states of
the United States.

(g) Dealing with and answering all correspondence from or on behalf
of stockholders relating to its functions under this agreement.

3. TCI may perform on site inspection of records and accounts and perform
audits directly pertaining to TCI stockholder accounts serviced by Stowers
hereunder at Stowers facilities in accordance with reasonable procedures at the
frequency necessary to show proper administration of this agreement and the
proper audit of TCI's financial statements. Stowers will cooperate with TCI's
auditors and the representatives of appropriate regulatory agencies and furnish
all reasonably requested records and data.

4. (a) Stowers will at all times exercise due diligence and good faith
in performing its duties hereunder. Stowers will make every reasonable effort
and take all reasonably available measures to assure the adequacy of its
personnel and facilities as well as the accurate performance of all services to
be performed by it hereunder within the time requirements of any applicable
statutes, rules or regulations or as disclosed in TCI's prospectus.

(b) Stowers shall not be responsible for, and TCI agrees to indemnify
Stowers, for any losses, damages or expenses (including reasonable counsel fees
and expenses) (a) resulting from any claim, demand, action or suit not
resulting from Stowers failure to exercise good faith or due diligence and
arising out of or in connection with Stowers duties on behalf of the fund
hereunder; (b) for any delay, error, or omission by reason or circumstance
beyond its control, including acts of civil or military authority, national
emergencies, labor difficulties (except with respect to Stowers employees),
fire, mechanical breakdowns beyond its control, flood or catastrophe, act of
God, insurrection, war, riot or failure beyond its control of transportation,
communication or power supply; or (c) for any action taken or omitted to be
taken by Stowers in good faith in reliance on (i) the authenticity of any
instrument or communication reasonably believed by it to be genuine and to have
been properly made and signed or endorsed by an appropriate person, or (ii) the
accuracy of any records or information provided to it by TCI, (iii) any
authorization or instruction contained in any officers' instruction, or (iv) any
advice of counsel approved by TCI who may be internally employed counsel or
outside counsel, in either case for TCI or Stowers.

5. Stowers shall not look to TCI for compensation for its services
described herein. It shall be compensated entirely by Investors Research
Corporation, pursuant to the management agreement between Investors Research
Corporation and TCI which requires Investors Research Corporation to pay
certain expenses of TCI.

6. This Agreement may be terminated by either party at any time without
penalty upon giving the other party 60 days written notice (which notice may be
waived by the other party).

Upon termination Stowers will deliver to TCI all microfilm records
pertaining to stockholder accounts of TCI, and all records of stockholder
accounts in machine readable form in the format in which they are maintained
by Stowers.

All data processing programs used by Stowers in connection with the
performance of its duties under this Agreement are the sole and exclusive
property of Stowers, and after the termination of this Agreement, TCI shall have
no right to use the same.

IN WITNESS WHEREOF, the parties have executed this instrument the day and
year first above written.

TCI Portfolios, Inc.

By: /s/Irving Kuraner
Irving Kuraner
Executive Vice President

J.E. Stowers & Company

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

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

September 27, 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. 19 to its Registration
Statement on Form N-1A, to be filed with the Securities and Exchange Commission
on September 27, 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. 19.

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. 19 to the
Registration Statement under the Securities Act of 1933 and this Amendment No.
19 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.

/s/ BAIRD, KURTZ & DOBSON
BAIRD, KURTZ & DOBSON

Kansas City, Missouri
September 27, 1996

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

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 1211339551
<INVESTMENTS-AT-VALUE> 1452966761
<RECEIVABLES> 31575198
<ASSETS-OTHER> 4396532
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1488938491
<PAYABLE-FOR-SECURITIES> 23460966
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 4353871
<TOTAL-LIABILITIES> 27814837
<SENIOR-EQUITY> 1211358
<PAID-IN-CAPITAL-COMMON> 1054904720
<SHARES-COMMON-STOCK> 121135825
<SHARES-COMMON-PRIOR> 108871286
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 751266
<ACCUMULATED-NET-GAINS> 163386583
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 242372259
<NET-ASSETS> 1461123654
<DIVIDEND-INCOME> 7660571
<INTEREST-INCOME> 1818694
<OTHER-INCOME> 0
<EXPENSES-NET> 12378210
<NET-INVESTMENT-INCOME> (2898945)
<REALIZED-GAINS-CURRENT> 187913648
<APPREC-INCREASE-CURRENT> 134253469
<NET-CHANGE-FROM-OPS> 319268172
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1152340
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 133044
<NUMBER-OF-SHARES-SOLD> 75063678
<NUMBER-OF-SHARES-REDEEMED> 62925631
<SHARES-REINVESTED> 126492
<NET-CHANGE-IN-ASSETS> 458546434
<ACCUMULATED-NII-PRIOR> 1047145
<ACCUMULATED-GAINS-PRIOR> (22279357)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 12365098
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 12378210
<AVERAGE-NET-ASSETS> 1245866553
<PER-SHARE-NAV-BEGIN> 9.21
<PER-SHARE-NII> (0.02)
<PER-SHARE-GAIN-APPREC> 2.88
<PER-SHARE-DIVIDEND> 0.011
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 12.06
<EXPENSE-RATIO> 0.99
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> TCI BALANCED - 1995 PORTFOLIO

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 132838122
<INVESTMENTS-AT-VALUE> 150438172
<RECEIVABLES> 1234390
<ASSETS-OTHER> 2311070
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 153983632
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 160462
<TOTAL-LIABILITIES> 160462
<SENIOR-EQUITY> 218577
<PAID-IN-CAPITAL-COMMON> 131162106
<SHARES-COMMON-STOCK> 21857694
<SHARES-COMMON-PRIOR> 17628204
<ACCUMULATED-NII-CURRENT> 62692
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 4758581
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 17621214
<NET-ASSETS> 153823170
<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

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 21646549
<INVESTMENTS-AT-VALUE> 23786684
<RECEIVABLES> 162631
<ASSETS-OTHER> 108445
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 24057760
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<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
<NET-ASSETS> 24037287
<DIVIDEND-INCOME> 104571
<INTEREST-INCOME> 875281
<OTHER-INCOME> 0
<EXPENSES-NET> 218478
<NET-INVESTMENT-INCOME> 761374
<REALIZED-GAINS-CURRENT> 1257216
<APPREC-INCREASE-CURRENT> 1502164
<NET-CHANGE-FROM-OPS> 3520754
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 762109
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 201029
<NUMBER-OF-SHARES-REDEEMED> 535680
<SHARES-REINVESTED> 127772
<NET-CHANGE-IN-ASSETS> 1624340
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (111749)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 218240
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 218478
<AVERAGE-NET-ASSETS> 22905360
<PER-SHARE-NAV-BEGIN> 5.48
<PER-SHARE-NII> 0.20
<PER-SHARE-GAIN-APPREC> 0.71
<PER-SHARE-DIVIDEND> 0.20
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 6.19
<EXPENSE-RATIO> 0.95
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

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

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 47185101
<INVESTMENTS-AT-VALUE> 50475904
<RECEIVABLES> 475016
<ASSETS-OTHER> 1700676
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 52651596
<PAYABLE-FOR-SECURITIES> 524767
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 517892
<TOTAL-LIABILITIES> 1042659
<SENIOR-EQUITY> 96764
<PAID-IN-CAPITAL-COMMON> 46731774
<SHARES-COMMON-STOCK> 9676421
<SHARES-COMMON-PRIOR> 3790417
<ACCUMULATED-NII-CURRENT> 1142475
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 280778
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3357146
<NET-ASSETS> 51608937
<DIVIDEND-INCOME> 690704
<INTEREST-INCOME> 185526
<OTHER-INCOME> 0
<EXPENSES-NET> 596978
<NET-INVESTMENT-INCOME> 279252
<REALIZED-GAINS-CURRENT> 1951797
<APPREC-INCREASE-CURRENT> 3873069
<NET-CHANGE-FROM-OPS> 6104118
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 13758884
<NUMBER-OF-SHARES-REDEEMED> 7872880
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 33615740
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (800549)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 596598
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 596978
<AVERAGE-NET-ASSETS> 39770213
<PER-SHARE-NAV-BEGIN> 4.75
<PER-SHARE-NII> 0.03
<PER-SHARE-GAIN-APPREC> 0.55
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 5.33
<EXPENSE-RATIO> 1.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 5
<NAME> TCI VALUE

<S> <C>
<PERIOD-TYPE> 8-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 8,477,215
<INVESTMENTS-AT-VALUE> 8,389,287
<RECEIVABLES> 268,276
<ASSETS-OTHER> 82,935
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 8,740,498
<PAYABLE-FOR-SECURITIES> 474,966
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 9,521
<TOTAL-LIABILITIES> 484,487
<SENIOR-EQUITY> 16,613
<PAID-IN-CAPITAL-COMMON> 8,286,542
<SHARES-COMMON-STOCK> 1,661,338
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 18,234
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 22,239
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (87,617)
<NET-ASSETS> 8,256,011
<DIVIDEND-INCOME> 40,158
<INTEREST-INCOME> 6,145
<OTHER-INCOME> 0
<EXPENSES-NET> 13,771
<NET-INVESTMENT-INCOME> 32,532
<REALIZED-GAINS-CURRENT> 22,239
<APPREC-INCREASE-CURRENT> (87,617)
<NET-CHANGE-FROM-OPS> (32,846)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 14,298
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,859,237
<NUMBER-OF-SHARES-REDEEMED> 200,691
<SHARES-REINVESTED> 2,792
<NET-CHANGE-IN-ASSETS> 8,256,011
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 13,764
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 13,771
<AVERAGE-NET-ASSETS> 4,099,006
<PER-SHARE-NAV-BEGIN> 5.00
<PER-SHARE-NII> 0.04
<PER-SHARE-GAIN-APPREC> (0.05)
<PER-SHARE-DIVIDEND> 0.02
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 4.97
<EXPENSE-RATIO> 1.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00

</TABLE>